FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE - ------- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 -------------------------------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___________________to__________________ Commission file number 33-42125 Chugach Electric Association, Inc. (Exact name of registrant as specified in its charter) Alaska 92-0014224 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5601 Minnesota Drive Anchorage, Alaska 99518 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (907)563-7494 (Registrant's telephone number, including area code) None (Former name,former address and former fiscal year,if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT NOVEMBER 1, 2000 ----- ------------------------------- NONE NONE CHUGACH ELECTRIC ASSOCIATION, INC. INDEX Page Number CAUTION REGARDING FORWARD-LOOKING STATEMENTS 3 PART I FINANCIAL INFORMATION Item 1. Financial Statements 3 Balance Sheets, September 30, 2000 (Unaudited) and December 31, 1999 4 Statements of Revenues, Expenses and Patronage Capital, Three and Nine Months Ended September 30, 2000 and 1999 (Unaudited) 6 Statements of Cash Flows, Nine Months Ended September 30, 2000 and 1999(Unaudited) 7 Notes to Financial Statements (Unaudited) 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (Unaudited) 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 PART II OTHER INFORMATION Item 1. Legal Proceedings 15 Item 2. Changes in Securities and Use of Proceeds 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 16 Item 6. Exhibits and reports on Form 8-K 16 Signatures 17 Exhibits 18 CAUTION REGARDING FORWARD-LOOKING STATEMENTS Statements in this report that do not relate to historical facts, including statements relating to future plans, events or performance, are forward-looking statements that involve risks and uncertainties. Actual results, events or performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date of this report and the accuracy of which is subject to inherent uncertainty. Chugach Electric Association, Inc. (Chugach or the Association) undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances that may occur after the date of this report or the affect of those events or circumstances on any of the forward-looking statements contained in this report. PART I FINANCIAL INFORMATION Item 1. Financial Statements The unaudited financial statements of Chugach for the quarter ended September 30, 2000 follow: CHUGACH ELECTRIC ASSOCIATION, INC. Balance Sheets Assets September 30, 2000 December 31, 1999 ------------------ ----------------- (Unaudited) Utility plant: Electric plant in service $ 648,797,612 $ 641,627,328 Construction work in progress 70,584,581 47,257,296 ------------ ------------ 719,382,193 688,884,624 Less accumulated depreciation 259,870,408 243,082,832 ------------ ------------ Net utility plant 459,511,785 445,801,792 ------------ ------------ Other property and investments, at cost: Nonutility property 480,918 413,515 Investments in associated organizations 8,990,917 8,946,861 ------------ ------------ 9,471,835 9,360,376 ------------ ------------ Current assets: Cash and cash equivalents 0 4,110,030 Cash - restricted construction funds 402,044 538,404 Special deposits 182,164 182,164 Accounts receivable, net 13,962,578 17,911,749 Materials and supplies, at average cost 17,506,323 17,180,136 Prepayments 1,313,140 861,947 Other current assets 363,441 341,702 ------------ ------------ Total current assets 33,729,690 41,126,132 ------------ ------------ Deferred charges 21,587,117 22,067,237 ------------ ------------ $524,300,427 $518,355,537 ============ ============ See accompanying notes to unaudited financial statements. CHUGACH ELECTRIC ASSOCIATION, INC. Balance Sheets Liabilities and Equities September 30, 2000 December 31, 1999 ------------------ ----------------- (Unaudited) Equities and margins: Memberships $ 996,893 $ 960,808 Patronage capital 123,730,266 117,335,481 Other 4,240,262 4,228,356 ------------ ------------ 128,967,421 122,524,645 ------------ ------------ Long-term obligations, excluding current Installments: First mortgage bonds payable 169,542,000 194,139,000 National Bank for Cooperatives bonds Payable 142,677,945 143,011,295 ------------ ------------ 312,219,945 337,150,295 ------------ ------------ Current liabilities: Bank Overdraft 1,758,843 0 Notes payable 33,966,659 0 Current installments of long-term debt 6,430,350 6,372,405 Accounts payable 4,668,223 9,508,851 Consumer deposits 1,169,403 1,059,677 Accrued interest 1,685,768 6,066,114 Salaries, wages and benefits 4,592,737 4,053,228 Fuel 5,453,518 4,381,304 Other 1,950,339 2,527,798 ------------ ------------ Total current liabilities 61,675,840 33,969,377 ------------ ------------ Deferred credits 21,437,221 24,711,220 ------------ ------------ $524,300,427 $518,355,537 ============ ============ See accompanying notes to unaudited financial statements. CHUGACH ELECTRIC ASSOCIATION, INC. Statements of Revenues, Expenses and Patronage Capital Three months ended September 30 Nine months ended September 30 ------------------------------- ------------------------------ 2000 1999 2000 1999 (Unaudited) (Unaudited) Operating Revenue $ 37,201,515 $ 32,075,076 $ 114,258,272 $ 103,807,293 ------------ ------------ ------------- ------------- Operating Expenses: Production 12,890,904 9,384,454 36,257,283 29,383,994 Purchased power 2,456,575 2,205,731 7,072,014 5,962,379 Transmission 949,998 754,449 2,491,633 2,416,893 Distribution 2,574,665 2,343,063 7,521,075 6,575,734 Consumer Accounts 1,247,316 1,178,644 3,995,952 3,385,068 Sales Expense 289,372 228,185 817,221 947,180 Administrative, general and other 5,035,824 5,460,297 14,743,566 15,793,370 Depreciation and amortization 5,747,653 4,608,949 17,180,273 15,354,973 --------- --------- ---------- ---------- Total operating expenses 31,192,307 26,163,772 90,079,017 79,819,591 ---------- ---------- ---------- ---------- Interest: On long-term debt 6,245,878 6,081,895 18,956,861 17,985,345 Other 549,767 231,958 1,083,306 589,453 Charged to construction-credit (717,281) (407,860) (1,706,470) (588,390) --------- --------- ----------- --------- Net interest expense 6,078,364 5,905,993 18,333,697 17,986,408 --------- --------- ---------- ---------- Net operating margins (69,156) 5,311 5,845,558 6,001,295 -------- ----- --------- --------- Nonoperating margins: Interest income 123,217 139,152 513,235 438,905 Other 97,044 59,954 323,536 85,913 ------ ------ ------- ------ Total nonoperating margins 220,261 199,106 836,771 524,818 ------- ------- ------- ------- Assignable margins 151,105 204,417 6,682,329 6,526,113 Patronage capital at beginning of 123,726,878 115,870,695 117,335,481 109,622,996 period Retirement of capital credits and (147,717) (10,086) (287,544) (84,083) estate payments --------- -------- --------- -------- Patronage capital at end of period $ 123,730,266 $ 116,065,026 $ 123,730,266 $ 116,065,026 ============= ============= ============= ============= See accompanying notes to unaudited financial statements. CHUGACH ELECTRIC ASSOCIATION, INC. Statements of Cash Flows Nine months ended September 30 ------------------------------ 2000 1999 ---- ---- (Unaudited) Cash flows from operating activities: Assignable margins $ 6,682,329 $ 6,526,113 ----------- ----------- Adjustments to reconcile assignable margins to net cash provided by operating activities: Depreciation and amortization 17,180,273 15,354,973 Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable 3,949,171 5,065,400 Prepayments (451,193) (649,504) Materials and supplies (326,189) (1,284,489) Deferred charges 480,120 (6,683,954) Other 47,219 (332,357) Increase (decrease) in liabilities: Accounts payable (4,840,628) (1,720,721) Consumer deposits 109,726 12,658 Accrued interest (4,380,345) (5,279,871) Deferred credits (3,273,999) (4,042,999) Other 1,034,264 (2,055,475) ----------- ----------- Net cash provided (used) by operating activities 16,210,748 4,909,774 Cash flows from investing activities: Extension and replacement of plant (30,890,266) (30,369,637) Investments in associated organizations (44,056) 4,503 ----------- ----------- Net cash used in investing activities (30,934,322) (30,365,134) ----------- ----------- Cash flows from financing activities: Net change in bank overdraft 1,758,843 0 Short-term borrowings, net 33,966,659 25,000,000 Net proceeds (repayments) of long-term debt (24,872,405) 1,516,199 Retirement of patronage capital (287,544) (84,083) Other 47,991 301,513 ----------- ---------- Net cash provided by financing activities 10,613,544 26,733,629 ----------- ---------- Net increase in cash and cash equivalents (4,110,030) 1,278,269 Cash and cash equivalents at beginning of period 4,110,030 2,312,574 ----------- ---------- Cash and cash equivalents at end of period $0 $3,590,843 =========== ========== See accompanying notes to unaudited financial statements. CHUGACH ELECTRIC ASSOCIATION, INC. Notes to Financial Statements SEPTEMBER 30, 2000 (Unaudited) 1. Presentation of Financial Information During interim periods, Chugach follows the accounting policies set forth in its audited financial statements included in Form 10-K filed with the Securities and Exchange Commission. Users of interim financial information are encouraged to refer to the footnotes contained in Chugach's Form 10-K when reviewing interim financial results. The accompanying unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. 2. Lines of Credit Chugach maintains a line of credit of $35 million with National Bank for Cooperatives (CoBank). The CoBank line of credit expires August 1, 2001, but carries an annual automatic renewal clause. At September 30, 2000, $33.9 million was outstanding on this line of credit, however, an additional $1.1 million was acquired on October 10, 2000. This line of credit, as of November 2000, carried an interest rate of 8.15%. There was an amendment to the Line of Credit Agreement between Chugach and National Bank for Cooperatives, dated September 13, 2000 and signed November 2, 2000, which added the CoBank's Weekly Quoted Variable Rate as an interest rate option available to the line of credit. In addition, the Association has an annual line of credit of $50 million available at the National Rural Utilities Cooperative Finance Corporation (NRUCFC). At September 30, 2000, there was no outstanding balance on this line of credit, however, $5 million was acquired on October 11, 2000. This line of credit, as of November 2000, carried an interest rate of 8.550%. The NRUCFC line of credit expires October 14, 2002. 3. Segment Reporting Chugach has adopted the Financial Accounting Standards Board Statement No. 131, Disclosures About Segments of an Enterprise and Related Information, which establishes standards for reporting information about a company's operating segments. The Association had divided its operations into two reportable segments: Energy and Internet service. The energy segment derives its revenues from sales of electricity to residential, commercial and wholesale customers, while the Internet segment derives its revenues from provision of residential and commercial internet services and products. The reporting segments follow the same accounting policies used for the Association's financial statements and is described in the summary of significant accounting policies. Management evaluates a segment's performance based upon profit or loss from operations. Jointly used assets are allocated by percentage of reportable segment usage and centrally incurred costs are allocated using factors developed by the Association that are patterned upon usage. The Internet segment received approval to begin operations during 1998, the results of which are immaterial to the financial statements because actual operations didn't commence until February 1999. The following is a tabulation of business segment information year to date as of September 30, 2000: Operating Revenues Internet $866,092 Energy $113,392,180 ------------ Total operating revenues $114,258,272 ============ Assignable Margins Internet $ -855,783 Energy $7,538,112 ---------- Total assignable margins $6,682,329 ========== Assets Internet $613,145 Energy $523,687,282 ------------ Total assets $524,300,427 ============ Capital Expenditures Internet $25,000 Energy $32,540,358 ----------- Total capital expenditures $32,565,358 =========== Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited) Reference is made to the information contained under the caption "CAUTION REGARDING FORWARD-LOOKING STATEMENTS" at the beginning of this Report. For certain information concerning a Treasury rate-lock transaction entered into by Chugach in March 1999, reference is made to information appearing under the caption "Additional Information Regarding Treasury Rate-Lock" in Item 5 of Part II of this report. RESULTS OF OPERATIONS Current Year Quarter Versus Prior Year Quarter Operating revenues, which include sales of electric energy to retail, wholesale and economy energy customers and other miscellaneous revenues, increased by 16% for the quarter ended September 30, 2000, over the same quarter in 1999. The increase in revenues is primarily attributable to higher economy energy sales to Golden Valley Electric Association, Inc. (GVEA) because of the shutdown of the Healy Clean Coal Plant (HCCP) that commenced in late 1999 and has continued into 2000. This shutdown has made it economical and feasible for GVEA to purchase much of their energy requirements from Chugach, as it is more economical for GVEA to purchase energy than to generate it themselves. Retail demand and energy rates did not change from the third quarter of 2000 compared to the third quarter of 1999. Wholesale demand and energy rates charged to Homer Electric Association (HEA), and Matanuska Electric Association (MEA), declined 0.70 percent and 0.80 percent, respectively, from third quarter 1999 to third quarter 2000. In June of 2000, the Regulatory Commission of Alaska issued a final order on the 1996 test year revenue requirement filing. As a result of this order, which resolved contested issues in the 1996 test year, and pursuant to the Settlement Agreement with Alaska Electric Generation & Transmission Cooperative (AEG&T), Chugach issued refunds to AEG&T members HEA and MEA in the amount of $332,157 and $503,272, respectively, on July 25, 2000. Consistent with the Settlement Agreement, these refunds were based on demand and energy purchases retroactive to January 1, 1997. These refunds were in addition to the refunds issued earlier this year by Chugach in the amounts of $86,132 to HEA and $1,809,801 to MEA that represented uncontested amounts from the 1996 test year filing. As a result of the final order on the 1996 test year, wholesale demand and energy rates charged to HEA and MEA decreased 0.70 percent and 0.80 percent, respectively, effective on the August 2000 wholesale power bills. A provision for wholesale rate refunds were recorded in 1997, 1998, 1999 and 2000, which totaled $2,651,361, to accommodate the refunds to AEG&T members HEA and MEA discussed above. Power Production and Purchased Power expense increased from the third quarter 1999 to the third quarter 2000 due to an increase in fuel prices. Transmission expense increased and Distribution Maintenance expense decreased from third quarter 1999 to third quarter 2000, due to a shift in line clearing activity focus from distribution in 1999 to transmission in 2000. Distribution Operations and Consumer Accounts expense increased from the third quarter 1999 to third quarter 2000 due to an update to the clearing process for information services and garage expenses. This update shifted costs from the Administrative and General expense financial category to more appropriate functional areas of the company. This contributed to the decrease from the third quarter 1999 to the third quarter 2000 in administrative and general expense. Sales expense increased slightly in this period, compared to the same period last year, due to additional advertising expense related to new customer convenience service promotions. Depreciation expense increased, from third quarter 1999 to third quarter 2000, due to additional plant put into service during that time. Interest on long-term debt increased in the third quarter 2000 over the same period last year as a result of the issuance of CoBank 7 bond in December 1999, as well as higher interest rates in 2000, which affect the long-term debt that carry variable interest rates. Interest Charged to Construction and Allowance for Funds Used During Construction (AFUDC) were higher in the third quarter 2000 due to significantly higher Construction Work in Progress (CWIP) balances compared to the third quarter 1999. Other Interest expense increased in the third quarter 2000 as compared to the same period in 1999 due to increased activity in the line of credit to fund the Beluga Unit 6 re-powering project, the Cooper Lake overhaul project and as a result of the debt- service payment made in mid September. Financial Condition Total assets increased by 1% from December 31, 1999, to September 30, 2000. The increase was due to an increase in electric plant in service and CWIP, related to the re-powering of Beluga Units 6 & 7 and the Cooper Lake overhaul. This, however, was offset by a decrease in cash and cash equivalents caused by the funding requirements to the above-mentioned projects and the decrease of accounts receivable. The decrease in accounts receivable was caused by the payment of wholesale power bills that were accrued but not paid by December 31, 1999, and the over-collection of the fuel surcharge in the past quarter. There was also an increase in prepayments due to the annual payment of the corporate insurance premium. Notable changes to total liabilities include the increase in notes payable due to borrowing activity in the first, second and third quarter, as well as the increase in bank overdraft due to the capital funding requirements needed to fund the Beluga Unit 6 re-powering and the Cooper Lake overhaul. This was offset by a decrease in accounts payable. There was also an increase in accrued salaries, wages and benefits due to overall increases in company-wide benefits, as well as increases associated with new contracts with the International Brotherhood of Electrical Workers (IBEW). Additionally, the fuel liability increased due to rising fuel prices and accrued interest decreased as a result of the September semi-annual bond payment. Liquidity and Capital Resources Chugach has satisfied its operational and capital cash requirements primarily through internally- generated funds, an annual $50 million line of credit from NRUCFC and a $35 million line of credit with CoBank. At September 30, 2000, there was no balance outstanding with NRUCFC, however, $5 million was acquired on October 11, 2000. This line of credit carried an interest rate of 8.550% as of November 2000. As of the same date, $33.9 million was outstanding with CoBank, however, an additional $1.1 million was acquired on October 10, 2000. This line of credit carried an interest rate of 8.15% as of November 2000. Capital construction in 2000 is estimated at $34.2 million. At September 30, 2000, approximately $32.57 million has been expended. Capital improvement expenditures are expected to decrease in the fourth quarter due to the construction season winding down. Chugach currently has no limit on supplemental indentures that facilitate borrowing from CoBank. At September 30, 2000, Chugach had bonds in the amount of $143 million outstanding under this financing arrangement. The balance is comprised of a $511 thousand bond (CoBank 1) which carries an interest rate of 8.95% maturing in 2002, a $10 million bond (CoBank 2) priced at 7.76% due in 2005, a $21.5 million bond (CoBank 3), priced at 5.60%, a $23.5 million bond (CoBank 4) priced at 5.60%, a $15 million bond (CoBank 5) priced at 5.60% due in 2002, 2007 and 2012, a $42.5 million bond (CoBank 6) carrying a variable interest rate currently priced at 8.15% (as of November 2000) and a $30 million bond (CoBank 7) carrying a variable interest rate currently priced at 8.15% (as of November 2000) both due in March, 2002. Principal payments on the CoBank 3 and 4 bonds commence in 2003 and continue through 2022. Additionally, Chugach has negotiated a similar supplemental indenture (Fifth Supplemental Indenture of Trust) with NRUCFC for $80 million. At September 30, 2000, there were no amounts outstanding under this financing arrangement. As previously reported, Chugach has acquired and retired $97.7 million of its Series A 2022 bonds on the open market. Chugach management continues to expect that cash flows from operations and external funding sources will be sufficient to cover operational and capital funding requirements in 2000 and thereafter. Changes in Accounting Principles Chugach is required to implement Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133), effective January 1, 2001. Due to the interest rate risk inherent in the existing treasury rate lock, Chugach cannot currently determine the impact of implementation of SFAS No. 133 on its financial condition or its results of operations. OUTLOOK Nationwide, the electric utility industry is entering a period of competition. Although there have been obstacles to overcome, Chugach still believes that electric utilities in Alaska will not be immune from competitive forces, however, the competitive marketplace seems more distant, as there has been little to no movement in that direction. Nevertheless, Chugach has taken several steps to more effectively position the organization to meet the challenge of a competitive market for electricity. Chugach has been active at the Alaska Legislature in support of the customer's right to choose their electric power supplier. Virtually all Alaskan utilities are opposing Chugach's efforts to develop competition. Chugach operates with three divisions: Finance and Energy Supply, Transmission and Distribution Network Services, and Retail Services. Chugach operates a key account program for larger customers and has developed new services to enhance existing customers' satisfaction. Chugach commenced operation as an internet service provider in February 1999. Also in 1999, Chugach began selling microwave bandwidth to industrial customers. ENVIRONMENTAL MATTERS Compliance with Environmental Standards Chugach's operations are subject to certain federal, state and local environmental laws that Chugach monitors to ensure compliance. The costs associated with environmental compliance are included as a component of both the operating and capital budget processes. Chugach accrues for costs associated with environmental remediation obligations when such costs are probable and reasonably estimable. Environmental Matters Chugach discovered polychlorinated biphenyls (PCB's) in paint, caulking and greases at the Cooper Lake Hydroelectric plant during initial phases of a turbine overhaul. Chugach has worked with the Federal Energy Regulatory Agency (FERC) and the Environmental Protection Agency (EPA) to devise a method of dealing with the contamination and is conducting the appropriate mitigation. Meanwhile, the overhaul is continuing. Item 3. Quantitative and Qualitative Disclosures About Market Risk Chugach is exposed to a variety of risks, including changes in interest rates and changes in commodity prices due to repricing mechanisms inherent in gas supply contracts. In the normal course of its business, Chugach manages its exposure to these risks as described below. Chugach does not engage in trading market risk sensitive instruments for speculative purposes. Interest rate risk - As of September 30, 2000, except for CoBank 6 and 7 which carry variable interest rates that are periodically repriced, Chugach's outstanding borrowings were at fixed interest rates. The following table provides information regarding cash flows (dollars in thousands): Fair 2001 2002 2003 2004 2005 Thereafter Total Value ---- ---- ---- ---- ---- ---------- ----- ----- Long-term debt, including current portion $6,430 $82,910 $5,907 $6,447 $17,036 $199,920 $318,650 $329,902 Commodity price risk - Chugach's gas contracts provide for adjustments to gas prices based on fluctuations of certain commodity prices and indices. Fuel and purchased power costs are passed directly to Chugach's wholesale and retail customers through a fuel surcharge. Fluctuations in the price paid for gas pursuant to long-term gas supply contracts and changes in purchased power expense levels do not normally impact margins. The fuel surcharge mechanism mitigates the commodity price risk related to market fluctuations in the price of natural gas. PART II OTHER INFORMATION Item 1. Legal Proceedings Chugach Electric Association, Inc., v. Matanuska Electric Association, Inc., 3AN-99-10830 CI - -------------------------------------------------------------------------------- For additional information, refer to the discussion of this matter in Part I, Item 3 - Legal Proceedings - LITIGATION - 3AN-99-10830 CI, of the Form 10-K filed by Chugach with respect to the annual report for the period ending December 31, 1999, and Part II, Item 1 - Legal Proceedings of the Form 10-Q filed by Chugach for the period ending March 31, 2000, and June 30, 2000. No material changes have occurred since the last report on this matter. Chugach Electric Association, Inc., v. Alaska Public Utilities Commission, 3AN-98-11548 CI - -------------------------------------------------------------------------------- For additional information, refer to the discussion of this matter in Part I, Item 1 - Business - GENERAL - Competition, of the Form 10-K filed by Chugach with respect to the annual report for the period ending December 31, 1999, and Part II, Item 1 - Legal Proceedings of the Form 10-Q filed by Chugach for the period ending March 31, 2000, and June 30, 2000. No material changes have occurred since the last report on this matter. Matanuska Electric Association, Inc., v. Chugach Electric Association, Inc., 3AN-99-8152 CI - -------------------------------------------------------------------------------- For additional information, refer to the discussion of this matter in Part I, Item 3 - Legal Proceedings - LITIGATION - 3AN-99-8152CI, of the Form 10-K filed by Chugach with respect to the annual report for the period ending December 31, 1999. No material changes have occurred since the last report on this matter. In the Matter of the Investigation into the Rates Changes Implemented by Chugach Electric Association, Inc., under TA 1718 (U-96-37) and In the Matter of the Tariff Revision, Designated as TA 195-8 by Chugach Electric Association, Inc., To Decrease the Wholesale Demand and Energy Rates of Homer Electric Association, Inc., and Matanuska Electric Association, Inc., (U-99-78) For additional information, refer to the discussion of this matter in Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - RESULTS OF OPERATIONS - Current Year Quarter Versus Prior Year Quarter, of the Form 10-Q filed by Chugach for the period ending June 30, 2000. The parties and the RCA are in the process of reviewing the 1997 and 1998 Test Years to determine any refund amounts, which may result from review of the revenue requirements for each of these Test Years. Chugach does not anticipate refunds to be material for these Test Years. Chugach Electric Association, Inc., v. Alaska Public Utilities Commission , Case No. 3AN 98-9775 CI - -------------------------------------------------------------------------------- For additional information, refer to the discussion of this matter in Part I, Item 1 - Business - GENERAL - Rate Regulation and Rates, of the Form 10-K filed by Chugach with respect to the annual report for the period ending December 31, 1999, and Part II, Item 1 - Legal Proceedings of the Form 10-Q filed by Chugach for the period ending June 30, 2000. The matter has been appealed to the Alaska Supreme Court by the appellee, Matanuska Electric Association, Inc., but not by the Commission. Item 2. Changes in Securities and Use of Proceeds Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders Not applicable Item 5. Other Information Additional Information Regarding Treasury Rate-Lock On March 17, 1999, Chugach entered into a Treasury rate-lock transaction with Lehman Brothers Financial Products Inc. (Lehman Brothers) for the purpose of taking advantage of favorable market interest rates in anticipation of refinancing Chugach's Series A Bonds due 2022 on their first call date (March 15, 2002). As of September 30, 2000, the aggregate principal amount of Series A Bonds due 2022 was $164,310,000. Under the Treasury rate-lock contract, Chugach will receive a lump-sum payment from Lehman Brothers on March 15, 2002, if the yield on 10- or 30-year Treasury bonds as of mid-February, 2002, exceeds a specified target level (5.653% and 5.838%, respectively). Conversely, on the same date, Chugach will be required to make a payment to Lehman Brothers if the yield on the 10- or 30-year Treasury bonds falls below its stated target yield. The treasury rate lock agreement had a yield to maturity value on November 13, 2000, that approximated $1,465,471. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Financial Data Schedule (b) Reports on Form 8-K: No reports on Form 8-K were filed for the quarter ended September 30, 2000. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHUGACH ELECTRIC ASSOCIATION, INC. By: /s/Eugene N. Bjornstad Eugene N. Bjornstad, General Manager Date: November 13, 2000 By: /s/Evan J. Griffith Evan J. Griffith Executive Manager, Finance & Energy Supply Date: November 13, 2000 EXHIBITS Listed below are the exhibits which are filed as part of this Report: Exhibit Number Description Page 10.52.5 Amendment to Line of Credit Agreement between Chugach and National Bank for Cooperatives (thirty-five million) dated September 13, 2000 19 27 Financial Data Schedule **