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Duke Energy Carolinas, LLC – ‘U-33-S/A’ for 12/31/00

On:  Thursday, 5/3/01, at 5:28pm ET   ·   For:  12/31/00   ·   Accession #:  950168-1-500249   ·   File #:  73-00007

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/03/01  Duke Energy Carolinas, LLC        U-33-S/A   12/31/00    1:25K                                    Donnelley Financial/FA

Amendment to Annual Report of a Foreign Utility Company   —   Form U-33-S
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U-33-S/A    Duke Energy                                           22     46K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
15Electroquil
"Duke Energy
"Dei
16Egenor
"Peru Investments
17TE Bermuda
"DEI El Salvador Investments
"DEI-El Salvador
18Duke Netherlands
"Pjp
19Duke Australia
"Pilbara JV
20Goldfields Gas Pipeline
"Duke WA Holdings
"Duke WA Power
21Duke New Zealand
22Paranapanema
"Duke Brasil
"Duke Sudeste
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM U-33-S ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES Filed under Section 33(e) of the Public Utility Holding Company Act of 1935, as amended For the fiscal year ended December 31, 2000 Filed pursuant to the Public Utility Holding Company Act of 1935 by DUKE ENERGY CORPORATION 526 South Church Street Charlotte, NC 28201
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Duke Energy Corporation ("Duke Energy"), a North Carolina corporation and a public-utility company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), hereby files this Annual Report pursuant to Section 33(e) of the Act. Item 1 ------ Identify each foreign utility company, state its location and business address, and describe the facilities it utilizes for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. Identify each system company that holds an interest in the company and describe the interest held. 2
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1. Electroquil Facility -------------------- Location of Facility: Guayaquil, Ecuador Business Electroquil S.A. ("Electroquil") Address: K.M. 16 via a la Costa Guayaquil, Republica del Ecuador Description of Facilities ------------------------- The Electroquil facilities consist of four engines for a combined capacity of 180 MW diesel-fired power generation facility located near Guayaquil, Ecuador. Electroquil sells 3
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electricity to the Government of Ecuador under 2 power purchase agreements, one of which expires in 2001, the other of which expires in 2002. Associated System Companies and Description of Ownership Interests --------------------------------------------------------------------------- Duke Energy International del Ecuador Cia. Ltda. ("DEI-Ecuador") Duke Energy Electroquil Partners ("DEEP") DEI-Ecuador, a company organized under the laws of Ecuador, owns 51.5% of the outstanding voting securities of Electroquil. DEI-Ecuador is a wholly owned subsidiary of DEEP, Delaware general partnership. A 1% interest in DEEP is owned by DESI, with the remaining 99% interest in DEEP being owned by DEG. The respective ownership of DESI and DEG are as previously described. 2. Egenor Facility --------------- Location of Facility: Northern Peru Business Duke Energy International EGENOR S.A. ("Egenor") Address: Avenida Pardo y Aliaga No. 699 San Isidro Lima 27 Peru Description of Facility ----------------------- The facilities owned by Egenor are described below: Hydro Facilities ---------------- Egenor currently owns and operates 538MW (351MW hydro/187MW thermal) of installed capacity serving the Central-North Interconnected System (SICN) in Peru. The 351MW run-of-river hydro capacity includes the 256MW Canon del Pato plant and the 95MW Carhuaquero plant. Both units are run-of-river hydro plants that sell energy to the grid on a competitive spot market and to customers under term agreements. Thermal Facilities ------------------ The 187MW of thermal capacity consists of 5 simple-cycle diesel-fired gas turbines and twenty-four diesel engines located at 6 separate plant sites along the coastline in northern Peru. Energy is sold to the grid on a competitive spot market based on dispatch instructions received from a central dispatch center Transmission Facilities ----------------------- 4
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Egenor owns approximately 268 kilometers of 138kV and 83 kilometers of 220kV of transmission facilities, interconnecting certain power generation assets among themselves or to the grid. Associated System Companies and Description of Ownership Interests Duke Energy International Peru Investments N(degree)1 S.A.C. ("Peru Investments") Duke Energy International Peru Inversiones N(degree)1 S.A. ("Peru Inversiones") Duke Energy International Peru Holdings No. 1, LLC ("Peru Holdings No. 1") Duke Energy International Peru Holdings No. 2, LLC ("Peru Holdings No. 2) Peru Inversiones, a Peruvian sociedad anonima, owns sixty percent (60%) of the voting equity securities of Egenor. The voting securities of Peru Inversiones are owned as follows: (i) 51% by Peru Investments, a Peruvian company; and (ii) 49% by Peru Holdings No. 2, a Delaware limited liability company. Peru Holdings No. 2 owns thirty percent (30%) of the voting equity securities of Egenor. The outstanding voting securities of Peru Investments are held as follows: (i) 1 share by Peru Holdings No. 1, a Delaware limited liability company, and (ii) the remaining approximately 99.99% by Peru Holdings No. 2. Peru Holdings No. 2 is a wholly owned subsidiary of Peru Holdings No.1. Peru Holdings No. 1 is a wholly owned subsidiary of DEG, which is owned as previously described. Peru Investments, Peru Inversiones, Peru Holdings No. 2, and Peru Holdings No. 1, do not own any electric facilities except through their direct and indirect ownership of the securities of Egenor. 3. Acajutla & Soyapango Facilities ------------------------------- Location of Facility: El Salvador Business Duke Energy International El Salvador S en C de C.V. ("DEI-El Salvador") Address: S. en C de C.V. (Acajutla plant) Kilometro 84 1/2 Carretera a Ciudad Portuaria de acajutla Acajutla, Sonsonate, El Salvador, C.A. Description of Facilities ------------------------- The facilities owned by each of the foreign utility companies listed in this section are described below: Acajutla -------- 5
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DEI-El Salvador owns the Acajutla facility, comprised of a single plant with five generating units. The plant is located in the southwestern region of El Salvador, approximately 81 kilometers from San Salvador. The plant has an installed capacity of 220.1 MW and an effective capacity of 183 MW. Three of the five generating units are diesel-fired gas turbines, while the other two are steam units that use bunker C fuel oil. The steam units are used either for base or medium load, whereas the diesel-fired turbines are used mainly during peak hours and dry periods. Power from Acajutla is sold through a combination of contract and spot market sales, depending upon prevailing market conditions. Duke Energy, through its subsidiaries, has completed the modernization of the Acajutla facility by adding 96 MW of capacity through the installation of 6 additional engines which will run on bunker C fuel oil. Duke Energy International El Salvador is in the process of increasing this facility by adding 49.5 MW of capacity through the installation of 3 additional engines run on bunker C fuel oil at an expected cost of $29 million. Completion of this expansion is expected in September, 2001. Soyapango/San Miguel -------------------- DEI-El Salvador also owns the two generating plants, Soyapango and San Miguel, which have a combined installed capacity of 84.4 MW and an effective capacity of 75 MW. Soyapango is located within the city limits of San Salvador and has an installed capacity of 55.7 MW divided between three units, all of which are diesel-fired gas turbines. San Miguel is located in the eastern region of the country, 136 kilometers from San Salvador and has an installed capacity of 28.7 MW. San Miguel operates one diesel fired gas turbine and five diesel engines, all of which are used for power generation during peak hours or emergency situations. The power generated at Soyapango and San Miguel is sold through a combination of contract and spot market sales, depending on market conditions. Associated System Companies and Description of Ownership Interests ------------------------------------------------------------------- Duke Energy International El Salvador Investments No. 1 Ltd. ("DEI El Salvador-Bermuda") Duke Energy International El Salvador Investments No. 1 y Cia. S. en C. de C.V. ("DEI El Salvador Investments") DEI El Salvador Investments owns 87.858% of the voting equity securities of DEI-El Salvador. 99% of the outstanding voting securities of DEI El Salvador Investments are owned by DEI El Salvador-Bermuda, which is a wholly-owned subsidiary of Texas Eastern (Bermuda), Ltd. ("TE Bermuda"). TE Bermuda is a wholly-owned subsidiary of DEG. The ownership of DEG is as described above. DEI El Salvador-Bermuda and DEI El Salvador Investments, do not own any electric facilities except through their direct and indirect ownership of the securities of DEI-El Salvador. 4. PJP Facility ------------ 6
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Location of Irian Jaya region Facility: of eastern Indonesia Business P.T. Puncakjaya Power ("PJP") Address: Plaza 89, 5th Floor J1. H.R. Rasuna Said Kav. X-7 No. 6 Jakarta 12940, Indonesia Description of Facility ----------------------- PJP owns certain facilities consisting of power generation and power delivery assets located in Irian Jaya, Indonesia. Such facilities provide electric power to a large mining and milling operation and its surrounding infrastructure. The operational generation assets include eight separate power generation facilities consisting of an aggregate of 66 diesel-fueled generating units (ranging from 0.32 MW to 4.7 MW), and one hydroelectric generating facility consisting of two hydroelectric generating units (approximately 3.15 MW each). The power plants have a combined adjusted nameplate capacity of approximately 194 MW. Additionally, a 3 unit, 195 MW coal-fired generation plant was completed and placed into service in 1998. The facilities also include the following transmission assets: a 5 kilometer 115 kV ring bus which interconnects certain of the power production plants, a 15 kilometer 20 kV transmission line which joins two portions of the facilities, a 10 kilometer 13 kV transmission line which joins other portions of the facilities and a 96.6 kilometer transmission line which was completed and placed into service in 1999. Associated System Companies and Description of Ownership Interests ------------------------------------------------------------------- P.T. Nusantara Power Services ("NPS") Duke Netherlands LT Holdings B. V. ("Duke Netherlands") Approximately forty-three percent (43%) of the outstanding voting securities of PJP is owned by Duke Netherlands, a Dutch entity, which is a wholly owned direct subsidiary of DEG. DEG is owned as previously described. Duke Netherlands does not own any electric facilities except through its ownership of the securities of PJP. Forty percent (40%) of the outstanding voting securities of NPS are owned by Duke Project Services Pacific, Inc., a Nevada corporation ("DPSP"). DPSP is a wholly owned direct subsidiary of Duke Project Services Group, Inc., a Delaware corporation ("DPSG"), which is a wholly owned direct subsidiary of Duke Capital. Duke Capital is owned as described above. NPS is the operator of the PJP facilities. 5. Western Australia ----------------- Location of Facility: Western Australia 7
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Business Duke Energy WA Holdings Pty Ltd ("Duke WA Holdings") Duke Energy WA Power Pty Ltd ("Duke WA Power") Pilbara Energy Joint Venture ("Pilbara JV") Address: Level 33, Waterfront Place 1 Eagle Street Brisbane, Qld 4000 Australia Description of Facilities ------------------------- Duke WA Holdings and Duke WA Power, acting through Pilbara JV own the following power facilities located in Western Australia: Mt. Neuman Power Station ------------------------ Mt. Newman power station, which has a nominal installed capacity of 105MW consisting of three 35MW Frame 6 gas turbines with an adjacent switchyard. The power station was completed in 1995 and commenced operation in 1996. Port Hedland Power Station -------------------------- Port Hedland power station, consisting of a stand-alone three unit power generation facility and two turbines located at the Port Hedland HBI plant. The stand-alone facility has a nominal installed capacity of 105MW comprising three 35MW Frame 6 gas turbines with an adjacent switchyard and transmission lines connecting the facility to two substations owned by Western Power Corporation. The gas turbines entered into commercial service in 1995 and supply electricity to port operations at Nelson Point and Finucane Island, the HBI plant and the Mt. Goldsworthy Mining Associates Joint Venture mine operations. The HBI power facilities are located within the HBI plant at Port Hedland and include two 35MW nominal capacity turbines which will provide electricity and heat for the HBI process. These facilities were placed in service in 1999. Duke WA Holdings and Duke WA Power, acting through Pilbara JV, have jointly entered into separate Power Purchase Agreements with BHP Iron Ore Pty Ltd and BHP Direct Reduced Iron Pty Ltd for the supply of power from the Newman and Port Hedland power stations, and they have also entered into Gas Supply Agreements with Pilbara Gas Pty Ltd for both the Mt. Newman and Port Hedland power stations. Associated System Companies and Description of Ownership Interests ------------------------------------------------------------------ Duke Energy Australia, Ltd. ("Duke Australia") Duke WA Power, an Australian company, owns 99% of the Pilbara JV, an Australian entity, and the assets and facilities described above. Duke WA Holdings, an Australian company, owns the remaining 1% of the Pilbara JV and the assets and facilities described above. 8
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Duke WA Power is a direct, wholly owned subsidiary of Duke WA Holdings. Duke WA Holdings is a direct wholly owned subsidiary of Duke Australia, a Bermuda company. Duke Australia is a direct wholly owned subsidiary of DEG. Ownership of DEG is as previously described. Duke Energy Australia, Ltd. does not own any electric facilities except through its direct and indirect ownership of Duke WA Power, Duke WA Holdings and Pilbara JV. 6. Goldfields Gas Pipeline ------------------------- Location of Facility: Gas Pipeline, Western Australia Business Goldfields Gas Transmission Pipeline Joint Venture Address: Level 33, Waterfront Place 1 Eagle Street Brisbane, Qld 4000 Australia Description of Facility ----------------------- Duke WA Power holds an 11.834% interest in the Goldfields Gas Transmission Joint Venture ("Goldfields Gas Pipeline"). This joint venture was formed to build and own the 1,400 km Goldfields Gas Pipeline which extends from the Northwest Shelf of Western Australia to Kalgoorlie in Western Australia. The pipeline was constructed in 1996. The purpose of the pipeline is for distribution of natural gas on the retail market in Western Australia. Associated System Companies and Description of Ownership Interests ------------------------------------------------------------------- Duke Energy Australia, Ltd. ("Duke Australia") Duke Energy WA Holdings Pty, Ltd. ("Duke WA Holdings") Duke Energy WA Power Pty, Ltd. ("Duke WA Power") As noted above, Duke WA Power holds an 11.843% interest in the Goldfields Gas Transmission Pipeline Joint Venture. Duke WA Power, an Australian company, is a direct, wholly owned subsidiary of Duke WA Holdings, an Australian company. Duke WA Holdings is a direct wholly owned subsidiary of Duke Australia. The ownership of Duke Australia is as previously described. Duke Energy Australia, Ltd., Duke WA Holdings and Duke WA Power do not own any electric facilities except through their direct and indirect ownership of an interest in Goldfields Gas Transmission Pipeline Joint Venture. 7. New Zealand Foreign Utility Company Facilities Assets ------------------------------------------------------ Location of Facility: New Zealand 9
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Business: Duke Energy New Zealand Limited ("Duke New Zealand") Address: 5400 Westheimer Court Houston, TX 77056 Description of Facilities ------------------------- Duke New Zealand operates the following facilities located at Glenbrook (outside of Auckland), New Zealand: (i) Kilns co-generation plant which consists of four fired waste heat boilers and a 74 MW condensing steam turbine generator, which was commissioned in 1997; (ii) Multi-Hearth Furnace (MHF) co-generation plant consisting of four waste heat boilers and two 18 MW condensing turbine generators commissioned in 1987; this facility supplies electricity and process steam and, (iii) Slab Reheat Furnace Waste Heat Boiler. Steam produced by this boiler is transferred to a nearby process steam main. Duke New Zealand has entered into separate Power Purchase Agreements with BHP New Zealand Steel Ltd. for the supply of steam and electricity from each of these facilities. Associated System Companies and Description of Ownership Interests ------------------------------------------------------------------ Duke New Zealand is a wholly owned subsidiary of TE Bermuda, which is owned as previously described. 8. Paranapanema ------------ Location of Facility: Brazil Business: Duke Energy International Geracao Paranapanema S.A. ("Paranapanema") Address: Av. das Nacoes Unidas, 12.901, Torre Norte Conjunto N-3102,31o. - andar, sala 1 Brooklin, Sao Paulo, Sao Paulo Brazil Description of Facilities ------------------------- Paranapanema owns and operates eight hydroelectric generating facilities on the Paranapanema River in the Sao Paulo State of Brazil. The facilities have a combined installed capacity of 2,307 MW. 10
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Over 90% of the generation provided by the facilities will remain under contract to four electric distribution companies through the year 2002. After 2002, the contracts will be phased out over a four-year period, and the generation will become available for the spot market or bilateral contracts. The tariffs under the original contracts are established by an independent regulatory agency (ANEEL) and are indexed for inflation. Associated System Companies and Description of Ownership Interests ------------------------------------------------------------------ Duke Energy International Brasil Ltda. ("Duke Brasil") Duke Energia do Sudeste Ltda ("Duke Sudeste") Duke Brasil, Brazilian entity, owns 21.78% of the voting stock of Paranapanema, a sociedad anonima, organized under the laws of Brazil, along with 82.46% of Paranapanema's preferred stock. The issued and outstanding quotas of Duke Brasil are owned as follows: (i) 1 quota by DEGAD; and (ii) the remaining approximately 99.99% of the quotas by DEG. The ownership of DEG and DEGAD are as described above. Duke Sudeste, a Brazilian company, owns 71.27% of the voting securities of Paranapanema, along with 3.6% of Paranapanema's preferred stock. The issued and outstanding quotas of Duke Sudeste are owned as follows: (i) 1 quota by DEG; and (ii) the remaining approximately 99.99% of the quotas by Duke Brasil. The ownership of DEG and Duke Brasil are as described above. Duke Brasil and Duke Sudeste each own no electric facilities except through its ownership of the securities of Paranapanema. Item 2 ------ Identify any debt or other financial obligation of the foreign utility company for which there is recourse directly or indirectly to the reporting public-utility company or, if the reporting company is an exempt holding company, to any system company. Identify separately any direct or indirect guarantee of a security of a foreign utility company by any system company. 1. Duke Capital guaranteed a A$150 million committed loan facility provided by 4 banks to provide core funding to Duke Energy Australia. The loan has a bullet repayment due April 2002. The loan is currently drawn to NZ$100 million. 2. Duke Capital guaranteed a A$350 million committed stand-by facility to provide liquidity support for issuances under Duke Energy Australia's capital markets program. The facility is currently undrawn, and has a maturity date of 30 April 2001. 3. Duke Capital guaranteed a A$750 million Australian capital markets (Commercial Paper/Medium-Term Note) Program. CP outstandings are currently approx. A$415 million, while we have a A$250 million MTN on issue with a maturity date of September 2004. 11
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Item 3 ------ Identify any service, sales or construction contract(s) between a foreign utility company and the reporting public-utility company or, if the reporting company is an exempt holding company, any system company. Describe the services to be rendered or goods sold, and the fees or revenues under such contract(s). None. 12
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SIGNATURE The undersigned company has duly caused this amended annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. DUKE ENERGY CORPORATION By: /s/ Myron L. Caldwell ----------------- Myron L. Caldwell Vice President, Corporate Finance Date: May 3, 2001 Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: Robert T. Lucas III Assistant Secretary and Associate General Counsel Duke Energy Corporation PB05E 422 South Church Street Charlotte, North Carolina 28202-1904
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EXHIBIT A An organizational chart showing the relationship of each foreign utility company to the reporting public-utility company or, in the event that the reporting company is an exempt holding company, to system public-utility companies. Exhibit A-1 Electroquil Exhibit A-2 Egenor Exhibit A-3 Acajutla, Soyapango and San Miguel Exhibit A-4 PJP Exhibit A-5 Western Australia Exhibit A-6 Goldfields Gas Pipeline Exhibit A-7 New Zealand Exhibit A-8 Paranapanema Please see descriptions of each of the foreign utility companies in this report for full names of certain utilities appearing on the organizational charts in this Exhibit A.
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Exhibit A-1 Electroquil Duke Energy Duke Capital PanEnergy 1% DESI DEGAD DEI 99% DEEP Duke - Ecuador 51.5% Electroquil Ownership is 100% unless otherwise specified
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Exhibit A-2 Egenor Duke Energy Duke Capital PanEnergy DESI DEGAD DEI DEG 1 share Peru Holdings No. 1 Peru Holdings No. 2 99.99% Peru Investments 49% 51% Peru Inversiones 60% Egenor 30% Ownership is 100% unless otherwise specified
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Exhibit A-3 Acajutla, Soyapango & San Miguel Duke Energy Duke Capital PanEnergy DESI DEGAD DEI DEG TE Bermuda El Salvador - Bermuda DEI El Salvador Investments 87.858% DEI - El Salvador Ownership is 100% unless otherwise specified
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Exhibit A-4 Puncakjaya Power (PJP) Duke Energy Duke Capital PanEnergy DESI DEGAD DEI DEG Duke Netherlands 42.86% PJP Ownership is 100% unless otherwise specified
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Exhibit A-5 Western Australia Duke Energy Duke Capital PanEnergy DESI DEGAD DEI TE Bermuda Duke Australia Duke Energy WA Holdings Duke Energy WA 1% 99% Pilbara JV Ownership is 100% unless otherwise specified
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Exhibit A-6 Goldfields Gas Pipeline Duke Energy Duke Capital PanEnergy DESI DEGAD DEI TE Bermuda Duke Australia Duke WA Holdings Duke WA Power 11.834% Goldfields Gaspipeline Ownership is 100% unless otherwise specified
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Exhibit A-7 New Zealand Duke Energy Duke Capital PanEnergy DESI DEGAD DEI TE Bermuda Duke New Zealand Ownership is 100% unless otherwise specified
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Exhibit A-8 Paranapanema Duke Energy Duke Capital PanEnergy DESI 1 quota DEGAD DEI DEG 1 quota 99.99% Duke Brasil 99.99% Duke Sudeste 71.27% 21.78% Paranapanema Ownership is 100% unless otherwise specified

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