CONNECTICUT NATURAL GAS CORPORATION ----------------------------------- EMPLOYEE SAVINGS PLAN --------------------- FINANCIAL STATEMENTS AND SCHEDULES ---------------------------------- AS OF DECEMBER 31, 1997, 1996 AND 1995 -------------------------------------- TOGETHER WITH -------------- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- CONNECTICUT NATURAL GAS CORPORATION ----------------------------------- EMPLOYEE SAVINGS PLAN --------------------- INDEX ----- PAGE ---- Report of Independent Public Accountants 1 Financial Statements: Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1997 2 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1996 4 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1997 6 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1996 8 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1995 10 Notes to Financial Statements and Schedules 12 Schedules: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 18 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997 19 All schedules, except those as set forth above, are omitted as not applicable or not required. ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To the Plan Administrator of Connecticut Natural Gas Corporation Employee Savings Plan: We have audited the accompanying statements of net assets available for benefits with fund information of Connecticut Natural Gas Corporation Employee Savings Plan (the Plan) as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits with fund information for each of the three years in the period ended December 31, 1997. These financial statements and schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits with fund information of the Plan as of December 31, 1997 and 1996, and the changes in its net assets available for benefits with fund information for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. By Arthur Andersen LLP ---------------------- Arthur Andersen LLP Hartford, Connecticut June 15, 1998 -2- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1997 Participant Directed -------------------------------------------------------------------------------------------------- Putnam Putnam Fiduciary The George The Putnam Fund Putnam International Putnam Trust Company Putnam Fund for Growth Vista Growth Income Stable Value Fund of Boston and Income Fund Fund Fund ----------------- ------------ --------------- ----------- ----------- --------- Assets ------ Investments, at current value $946,034 $4,418,806 $7,420,095 $2,851,094 $915,595 $151,471 Cash and temporary investments, at current value - - - - - - Accounts receivable from broker - - - - - - -------- ---------- ---------- ---------- -------- -------- Total Assets 946,034 4,418,806 7,420,095 2,851,094 915,595 151,471 -------- ---------- ---------- ---------- -------- -------- Liabilities ----------- Accounts payable to broker - - - - - - -------- ---------- ---------- ---------- -------- -------- Net Assets Available for Benefits $946,034 $4,418,806 $7,420,095 $2,851,094 $915,595 $151,471 ======== ========== ========== ========== ======== ======== The accompanying notes are an integral part of this financial statement. -3- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1997 Non- Participant Participant Directed Directed ----------- ----------- Common Common Stock Stock Fund Fund Total ----------- ----------- ----------- Assets ------ Investments, at current value $5,532,814 $2,901,306 $25,137,215 Cash and temporary investments, at current value 458 34,845 35,303 Accounts receivable from broker 121,237 63,564 184,801 ---------- ---------- ----------- Total Assets 5,654,509 2,999,715 25,357,319 ---------- ---------- ----------- Liabilities ----------- Accounts payable to broker (28,461) - (28,461) ---------- ---------- ---------- Net Assets Available for Benefits $5,626,048 $2,999,715 $25,328,858 ========== ========== =========== The accompanying notes are an integral part of this financial statement. -4- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1996 Participant Directed ----------------------------------------------------------------------------------------------- Putnam Putnam Fiduciary The George The Putnam Fund International Putnam Trust Company Putnam Fund for Growth Putnam Growth Income Stable Value Fund of Boston and Income Fund Fund Fund --------------- -------------- ------------ ------------ ------------ -------- Assets ------ Investments, at current value $1,010,028 $3,553,346 $5,778,562 $1,653,502 $422,679 $115,529 Cash and temporary investments, at current value - - - - - - Accounts receivable from broker - - - - - - ---------- ---------- ---------- ---------- -------- -------- Total Assets 1,010,028 3,553,346 5,778,562 1,653,502 422,679 115,529 ---------- ---------- ---------- ---------- -------- -------- Liabilities ----------- Accounts payable to broker - - - - - - ---------- ---------- ---------- ---------- -------- -------- Net Assets Available for Benefits $1,010,028 $3,553,346 $5,778,562 $1,653,502 $422,679 $115,529 ========== ========== ========== ========== ======== ======== The accompanying notes are an integral part of this financial statement. -5- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1996 Non- Participant Participant Directed Directed ----------- ----------- Common Common Stock Stock Fund Fund Total ------------ ------------ ------------ Assets ------ Investments, at current value $4,762,743 $5,027,978 $22,324,367 Cash and temporary investments, at current value 8,564 (5,077) 3,487 Accounts receivable from broker 5,764 19,628 25,392 ---------- ---------- ----------- Total Assets 4,777,071 5,042,529 22,353,246 ---------- ---------- ----------- Liabilities ----------- Accounts payable to broker (14,572) (15,380) (29,952) ---------- ---------- ----------- Net Assets Available for Benefits $4,762,499 $5,027,149 $22,323,294 ========== ========== =========== The accompanying notes are an integral part of this financial statement. -6- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 Participant Directed ----------------------------------------------------------------------------- Putnam Fiduciary The Putnam Putnam Trust Company The George Fund for Putnam International Stable Value Putnam Fund Growth Vista Growth Fund of Boston and Income Fund Fund ------------- -------------- ------------- ----------- ------------ Additions to net assets attributed to: Dividends and interest income $64,065 $403,725 $933,486 $210,427 $52,988 Realized gains (losses), net - 15,550 81,950 5,239 246 Unrealized appreciation of investments - 325,249 380,688 229,100 48,035 Contributions: Employees 50,526 189,025 399,544 217,668 71,757 Employer 6,234 23,791 53,478 55,022 20,674 ----------- ----------- ----------- ----------- ----------- Total contributions 56,760 212,816 453,022 272,690 92,431 Transfers, net 262,654 12,334 404,655 564,179 300,627 Other, net - - - - - ----------- ----------- ----------- ----------- ----------- Total additions/(deductions) 383,479 969,674 2,253,801 1,281,635 494,327 ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants (447,473) (104,214) (612,268) (84,043) (1,411) ----------- ----------- ----------- ----------- ----------- Net increase (decrease) (63,994) 865,460 1,641,533 1,197,592 492,916 Net Assets Available for Benefits: Beginning of year 1,010,028 3,553,346 5,778,562 1,653,502 422,679 ----------- ----------- ----------- ----------- ----------- End of year $946,034 $4,418,806 $7,420,095 $2,851,094 $915,595 =========== =========== =========== =========== =========== The accompanying notes are an integral part of this financial statement. -7- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 Non- Participant Participant Directed Directed ----------------------- ---------- Putnam Common Common Income Stock Stock Fund Fund Fund Total ----------- ----------- ----------- ----------- Additions to net assets attributed to: Dividends and interest income $8,029 $264,285 $230,891 $2,167,896 Realized gains (losses), net (246) (174,957) (184,667) (256,885) Unrealized appreciation of investments 1,691 401,364 65,878 1,452,005 Contributions: Employees 11,480 45,948 - 985,948 Employer 2,611 344,424 - 506,234 -------- ----------- ----------- ----------- Total contributions 14,091 390,372 - 1,492,182 Transfers, net 12,377 385,375 (1,916,094) 26,107 Other, net - 92,779 88,797 181,576 -------- ----------- ----------- ----------- Total additions/(deductions) 35,942 1,359,218 (1,715,195) 5,062,881 -------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants - (495,669) (312,239) (2,057,317) -------- ----------- ----------- ----------- Net increase (decrease) 35,942 863,549 (2,027,434) 3,005,564 Net Assets Available for Benefits: Beginning of year 115,529 4,762,499 5,027,149 22,323,294 -------- ----------- ----------- ----------- End of year $151,471 $5,626,048 $2,999,715 25,328,858 ========= =========== =========== ============ The accompanying notes are an integral part of this financial statement. -8- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 Participant Directed ------------------------------------------------------------------------- Putnam Fiduciary The Putnam Putnam Trust Company The George Fund for Putnam International Stable Value Putnam Fund Growth Vista Growth Fund of Boston and Income Fund Fund ------------- -------------- ------------- ----------- ------------ Additions to net assets attributed to: Dividends and interest income $62,418 $322,456 $494,326 $97,303 $5,660 Realized gains (losses), net - 15,609 51,138 31,889 3,292 Unrealized appreciation (depreciation) of investments - 172,914 486,678 93,150 42,243 Contributions: Employees 54,790 194,884 402,688 198,989 46,065 Employer 3,879 12,008 21,946 26,051 7,795 ----------- ----------- ----------- ----------- ----------- Total contributions 58,669 206,892 424,634 225,040 53,860 Transfers, net 4,406 (15,109) (12,853) 522,063 116,277 Other, net - - - - - ----------- ----------- ----------- ----------- ----------- Total additions/(deductions) 125,493 702,762 1,443,923 969,445 221,332 ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants (298,769) (332,982) (452,747) (81,348) (28,329) ----------- ----------- ----------- ----------- ----------- Net increase (decrease) (173,276) 369,780 991,176 888,097 193,003 Net Assets Available for Benefits: Beginning of year 1,183,304 3,183,566 4,787,386 765,405 229,676 ----------- ----------- ----------- ----------- ----------- End of year $1,010,028 $3,553,346 $5,778,562 $1,653,502 $422,679 =========== =========== =========== =========== =========== The accompanying notes are an integral part of this financial statement. -9- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 Non- Participant Participant Directed Directed ----------------------- ---------- Putnam Common Common Income Stock Stock Fund Fund Fund Total ----------- ----------- ----------- ----------- Additions to net assets attributed to: Dividends and interest income $9,705 $212,290 $384,533 $1,588,691 Realized gains (losses), net (3,856) (13,004) (44,265) 40,803 Unrealized appreciation (depreciation) of investments (2,131) 346,939 507,602 1,647,395 Contributions: Employees 14,846 57,958 - 970,220 Employer 1,703 317,692 86,597 477,671 -------- ----------- ----------- ----------- Total contributions 16,549 375,650 86,597 1,447,891 Transfers, net (61,437) 2,005,626 (2,549,645) 9,328 Other, net - (447) (1,503) (1,950) -------- ----------- ----------- ----------- Total additions/(deductions) (41,170) 2,927,054 (1,616,681) 4,732,158 -------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants (5,959) (320,794) (696,730) (2,217,658) -------- ----------- ----------- ----------- Net increase (decrease) (47,129) 2,606,260 (2,313,411) 2,514,500 Net Assets Available for Benefits: Beginning of year 162,658 2,156,239 7,340,560 19,808,794 -------- ----------- ----------- ----------- End of year $115,529 $4,762,499 $5,027,149 22,323,294 ========= =========== =========== ============ The accompanying notes are an integral part of this financial statement. -10- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 Participant Directed ------------------------------------------------------------------------- Putnam Fiduciary The Putnam Trust Company Putnam U. S. The George Fund for Putnam Stable Value Government Putnam Fund Growth Vista Fund Income Trust of Boston and Income Fund ------------- ----------- --------------------------- ----------- Additions to net assets attributed to: Dividends and interest income $66,142 $79,432 $237,487 $314,524 $38,861 Realized gains (losses), net - 87,221 88,744 160,068 672 Unrealized appreciation (depreciation) of investments - (9,024) 427,496 777,724 (12,240) Contributions: Employees 56,824 69,103 232,176 450,914 11,074 Employer - - - - - ----------- ----------- ----------- ----------- ----------- Total contributions 56,824 69,103 232,176 450,914 11,074 Transfers, net 345,106 (1,154,001) (53,943) 51,678 727,678 Other, net - - - - - ----------- ----------- ----------- ----------- ----------- Total additions/(deductions) 468,072 (927,269) 931,960 1,754,908 766,045 ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants (434,158) (151,101) (242,087) (280,196) (640) ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 33,914 (1,078,370) 689,873 1,474,712 765,405 Net Assets Available for Benefits: Beginning of year 1,149,390 1,078,370 2,493,693 3,312,674 - ----------- ----------- ----------- ----------- ----------- End of year $1,183,304 $ - $3,183,566 $4,787,386 $765,405 =========== =========== =========== =========== =========== The accompanying notes are an integral part of this financial statement. -11- CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 Non- Participant Directed Participant ----------------------------------------- Directed Putnam ---------- International Putnam Common Common Growth Income Stock Stock Fund Fund Fund Fund Total ------------ ----------- ----------- ----------- ----------- Additions to net assets attributed to: Dividends and interest income $2,076 $470 $147,466 $452,733 $1,339,191 Realized gains (losses), net 89 278 (31,712) (84,982) 220,378 Unrealized appreciation (depreciation) of investments 839 1,111 (97,147) (246,344) 842,415 Contributions: Employees 2,432 847 91,652 - 915,022 Employer - - - 482,636 482,636 ----------- -------- ----------- ----------- ----------- Total contributions 2,432 847 91,652 482,636 1,397,658 Transfers, net 224,270 160,191 (279,647) 10,500 31,832 Other, net - - 217 582 799 ----------- -------- ----------- ----------- ----------- Total additions/(deductions) 229,706 162,897 (169,171) 615,125 3,832,273 ----------- -------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants (30) (239) (413,662) (614,720) (2,136,833) ----------- -------- ----------- ----------- ----------- Net increase (decrease) 229,676 162,658 (582,833) 405 1,695,440 Net Assets Available for Benefits: Beginning of year - - 2,739,072 7,340,155 18,113,354 ----------- -------- ----------- ----------- ----------- End of year $229,676 $162,658 $2,156,239 $7,340,560 19,808,794 =========== ========= =========== =========== ============ The accompanying notes are an integral part of this financial statement. -12- CONNECTICUT NATURAL GAS CORPORATION ----------------------------------- EMPLOYEE SAVINGS PLAN --------------------- NOTES TO FINANCIAL STATEMENTS AND SCHEDULES ------------------------------------------- AS OF DECEMBER 31, 1997, 1996, AND 1995 --------------------------------------- 1. Description of the Plan: ------------------------ The following description of the Connecticut Natural Gas Corporation Employee Savings Plan (the Plan) is provided for general information purposes only. More complete information regarding the Plan's provisions may be found in the Plan document. a. General - ------- The Plan is a defined contribution thrift plan open to non-union employees of Connecticut Natural Gas Corporation and subsidiaries (the Company). The Plan was established by the Company under the provisions of Section 401(a) of the Internal Revenue Code (IRC), and it includes a qualified cash or deferred arrangement as described in Section 401(k) of the IRC for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan Administrator is the Company. The Compensation Committee of the Company's Board of Directors appointed an Administrative Committee to serve as manager of the Plan. Putnam Fiduciary Trust Company (PFTC), trustee of the Plan, holds the Plan's investments and executes transactions therein. b. Eligibility - ----------- Employees are eligible to participate when the following criteria are met: (1) Are at least age 21. (2) Are employed by the Company for one year or more. (3) Have completed 1,000 hours or more of service in a 12-month period beginning with date of hire. (4) Are on the management payroll or are subject to the Salary Administration Program. The number of employees participating in the Plan as of December 31, 1997 and 1996 were 250 and 276, respectively. c. Contributions - ------------- Eligible employees may elect to participate in the Plan and authorize payroll deductions of not less than 1% and not greater than 26% of basic earnings as savings contributions to their accounts during each year, subject to the limits under Section 415 of the IRC. The Company will match a percentage of an employee's compensation depending on age or years of continuous service. The amount of the Company contribution will be determined according to the schedule below. However, if an employee's elected savings allotment is less than the percentage contained in the schedule, the Company will match no more than the percentage contributed by the employee. -13- As of December 31, 1997, if an employee's: Years of Continuous Service are Or Age is The Company Will Contribute -------------------- -- ------ --------------------------- 30 50 6% of compensation 20 45 4-1/2% of compensation 10 35 3% of compensation Less than l0 Under 35 2% of compensation d. Investment Options - ------------------ Plan participants direct their contributions among various investment options in 5% increments, and they may elect to change their investment options once during each calendar quarter. A description of each investment option is provided below: (1) PUTNAM FIDUCIARY TRUST COMPANY STABLE VALUE FUND - This fund seeks to provide interest income while preserving principal and maintaining liquidity. The fund invests in pools of guaranteed income contracts, issued by insurance companies, and high quality money market instruments issued by banks and the U.S. government. The average yield for this fund was 6.48% and 5.74% for the years ended December 31, 1997 and 1996, respectively. (2) THE GEORGE PUTNAM FUND OF BOSTON - This fund primarily seeks current income and capital growth through investment in common and preferred stocks, debt securities, and cash equivalents. (3) THE PUTNAM FUND FOR GROWTH AND INCOME - This fund seeks long- term capital growth and current income through a portfolio of income-producing common stocks. (4) PUTNAM VISTA FUND - This fund seeks to provide capital appreciation by investing primarily in stocks of medium-sized companies believed to have above-average growth potential. (5) PUTNAM INTERNATIONAL GROWTH FUND - This fund seeks to provide capital appreciation by investing in a diversified portfolio of equity securities in companies located outside the United States. (6) PUTNAM INCOME FUND - This fund seeks to provide as high a level of income as possible given a prudent level of risk by investing in high yield and investment grade corporate, mortgage backed, and U.S. Treasury securites and foreign bonds. (7) COMMON STOCK FUND - This fund seeks to provide capital appreciation and current income through investment in the common stock of the Company's parent company, CTG Resources, Inc. (CTG), purchased at not more than fair market value. Effective as of the close of business on March 31, 1997, CTG became the holding company and parent of the Company. Pursuant to this change in corporate organization and an Agreement and Plan of Exchange, dated as of December 20, 1996, by and between CTG and the Company, all outstanding shares of common stock of the Company, including those shares held by the Plan, were exchanged for shares of common stock of CTG. All Company matching contributions are invested in the Common Stock Fund. Beginning on March 1, 1996 and continuing on a quarterly basis through October 1, 1999, the Plan Administrator has directed that portions of the non-participant directed Common Stock Fund be transferred to the participant directed Common Stock Fund based upon a predetermined schedule. These transfers are scheduled to take place on January 1, April 1, July 1, and October 1 of each year, with the exception of 1996 for which the March 1 transfer was in lieu of the April 1 transfer. Following the transfers, Plan participants will have the discretion of investing the transferred -14- shares of common stock in the same manner as the other amounts under their direction in the various participant directed funds. Also, effective March 1, 1996, all Company matching contributions are being invested in the participant directed Common Stock Fund. In addition to transfers between the various funds noted above as a result of investment elections made by Plan participants, transfers are also made to or from the Union Employee Savings Plan for those employees who transfer to (from) one of the Company's collective bargaining units. e. Vesting - ------- Participants are fully vested in their contributions and the earnings thereon. Participants are vested in the Company matching contributions and the earnings thereon as follows: Years of Continuous Service are Percentage Vested ------------------------------- ----------------- Less than 1 0% 1 but less than 2 20 2 but less than 3 40 3 but less than 4 60 4 but less than 5 80 5 or more 100 Participants also become fully vested in their Company matching contribution account if any one of the following occurs: (1) Death (2) Disability (3) Attainment of age 65 (normal retirement date) (4) Total or partial termination of the Plan (5) Discontinuance of Company contributions to the Plan Upon termination of employment before full vesting, the non-vested Company match portion of a participant's common stock account shall be forfeited after five years if the participant is not rehired and applied as a credit against the employer's future contributions. f. Benefits - -------- Upon termination of employment due to retirement, disability, or death, a participant (or his/her beneficiary) may elect to receive a lump-sum distribution equal to the value of the participant's vested interest in his/her account as soon as practicable following the termination date or defer the distribution to some future date. Participants may request the withdrawal of certain account balances prior to termination of employment. Application for withdrawal of after-tax contributions and employee IRA contributions may be made once a year. There are no Plan penalties for such withdrawals. g. Participant Accounts - -------------------- Individual accounts are maintained for each of the Plan's participants to reflect the participant's share of the Plan's income and the participant's and the Company's contributions. Allocations of Plan income are based on the share balances in the participants' accounts. -15- h. Use of Estimates in the Preparation of Financial Statements - ----------------------------------------------------------- The preparation of financial statements in conformity with generally accepted accounting principles and the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. 2. Summary of Significant Accounting Policies: ------------------------------------------ a. Basis of Accounting - ------------------- The accompanying financial statements have been prepared on the accrual basis of accounting. b. Income Recognition - ------------------ Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned. c. Investment Valuation - -------------------- The Plan's investments are reflected at current value. The shares of the Common Stock Fund and the Putnam mutual funds owned by the Plan, with the exception of the PFTC Stable Value Fund, are valued at market as determined by the quoted market price as of the last business day of the year. The latter fund is valued at contract value (cost plus accumulated earnings) which approximates current value. Purchases and sales of securities are reflected on a trade date basis. Realized and unrealized appreciation (depreciation) presented in the statement of changes in net assets available for benefits with fund information are computed based on the change in the current value of the Plan assets from year to year. d. Administrative Expenses - ----------------------- Administrative expenses of the Plan may be paid by either the Company or the Plan. During 1997, 1996, and 1995 the Company paid all administrative expenses relating to the Plan. 3. Federal Income Tax Status: ------------------------- In 1994 the Plan was amended and restated to meet the requirements of the Tax Reform Act of 1986, and the Plan received a favorable determination letter from the Internal Revenue Service dated September 19, 1994. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and management believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt through the year ended December 31, 1997. -16- 4. Investments: ----------- The fair market values of individual assets that represent 5% or more of the Plan's net assets as of December 31, 1997 and 1996 are as follows: 1997: CTG Resources, Inc. common stock $ 8,434,120 The Putnam Fund for Growth and Income 7,420,095 The George Putnam Fund of Boston 4,418,806 Putnam Vista Fund 2,851,094 1996: CTG Resources, Inc. common stock $ 9,790,721 The Putnam Fund for Growth and Income 5,778,562 The George Putnam Fund of Boston 3,553,346 Putnam Vista Fund 1,653,502 5. Concentration of Credit Risk: ---------------------------- The Plan's assets are invested in mutual funds managed by Putnam Investments, Inc., as described in Note 1, and the common stock of CTG. In the event of any uncertainties in the financial marketplace the Plan may be exposed to financial risks. 6. Reconciliation to Form 5500: --------------------------- As of December 31, 1996, the Plan had a $43,307 pending distribution to a participant who elected to withdraw from the Plan and $5,297 of excess contributions from participants. These amounts were recorded as liabilities in the Plan's Form 5500; however, they are not recorded as liabilities in the accompanying statement of net assets available for benefits in accordance with generally accepted accounting principles. The following table reconciles net assets available for benefits per the financial statements to the Form 5500 as filed by the Company for the year ended December 31, 1996. Benefits Net Assets Payable to Other Available Participants Liabilities For Benefits ------------ ----------- ------------ Per financial statements $ - $ - $22,323,294 Accrued benefit payments 43,307 - (43,307) Excess contributions refundable to Plan participants - 5,297 (5,297) ------- ------ ----------- Per Form 5500 $43,307 $5,297 $22,274,690 ======= ====== =========== -17- 7. Subsequent Event: ---------------- The Board of Directors of the Company adopted two amendments to the Plan, effective May 1, 1998, which change the level of Company matching contributions set forth in Note 1c above and establish a loan provision. The Company will no longer match 6% of compensation for those Plan participants who have attained 30 years of continuous service or age 50. The match offered by the Company will be 75% of compensation during the payroll period up to 6% of compensation (maximum matching contribution of 4.5% of compensation) for participants who have attained 20 years of continuous service or age 45. Also, the Company will contribute 50% of compensation during the payroll period up to 6% of compensation (maximum matching congribution of 3% of compensation) with respect to all other participants. All other provisions in Note 1c remain the same. Regarding the loan provision, a Plan participant will be allowed to borrow up to the lesser of one-half of the participant's vested account balance or $50,000. Each loan will carry an interest rate of prime plus 1%, established on the first day of the calendar quarter in which the loan is made, and repayment in full will be required within five or fifteen years following the date of the loan, depending upon whether the loan is classified as a "general purpose" loan or a "principal residence" loan, respectively. -18- Schedule I EIN 06-0383860 Plan No. 007 CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997 (c)Description of Investment Including Maturity Date, Rate (b)Identity of Issue, Borrower, of Interest, Collateral, Par (e)Current (a) Lessor, or Similar Party or Maturity Value (d)Cost Value --- -------------------------------------- ------------------------------- ----------- --------- * Putnam Fiduciary Trust Company Stable Fund comprised of Value Fund investment contracts $946,034 $946,034 * The George Putnam Fund of Boston Mutual fund comprised of common stocks and bonds 3,691,733 4,418,806 * The Putnam Fund for Growth and Income Mutual fund comprised of common stocks 6,042,184 7,420,095 * Putnam Vista Fund Mutual fund comprised of common stocks 2,516,925 2,851,094 * Putnam International Growth Fund Mutual fund comprised of common stocks 824,672 915,595 * Putnam Income Fund Mutual fund comprised of bonds and U.S. Treasury securities 151,146 151,471 Participant directed - * CTG Resources, Inc. Common stock 4,613,588 5,532,814 Boston Safe Company Daily Liquidity Fund 458 458 ----------- ----------- 4,614,046 5,533,272 ----------- ----------- Non-participant directed - * CTG Resources, Inc. Common stock 2,431,158 2,901,306 Boston Safe Company Daily Liquidity Fund 34,845 34,845 ----------- ----------- 2,466,003 2,936,151 ----------- ----------- Total Common Stock Fund 7,080,049 8,469,423 ----------- ----------- Total Investments $21,252,743 $25,172,518 <FN> *Represents a party-in-interest. The accompanying notes are an integral part of this schedule. -19- Schedule II EIN 06-0383860 Plan No. 007 CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 Current Value Number of Asset on Identity of Description of Purchase Selling Cost of Transaction Net Gain Party Involved of Asset Transactions Price Price Asset Date or (Loss) --------------- --------------- ---------- ---------- ---------- ---------- ------------ ---------- Putnam Vista Mutual fund 76 $1,322,519 $ - $1,322,519 $1,322,519 $ - Fund comprised of 14 - 148,840 143,543 148,840 5,297 common stocks The Putnam Mutual fund 81 2,699,672 - 2,699,672 2,699,672 - Fund for comprised of 33 - 735,680 541,854 735,680 193,826 Growth and common stocks Income CTG Common stock 24 2,835,488 - 2,835,488 2,835,488 - Resources, Inc. 124 - 4,298,634 3,980,388 4,298,634 318,246 The accompanying notes are an integral part of this schedule.