U-33-S 1 formu33s.txt ANNUAL REPORT United States Securities and Exchange Commission Washington, D.C. 20549 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 September 30, 2002 Filed Pursuant to the Public Utility Holding Company Act by HYDRO-QUEBEC 75 Rene-Levesque Blvd. West, Montreal, Canada H2Z 1A4 On behalf of VERMONT GAS SYSTEMS, INC. 85 Swift Street South, Burlington, Vermont 05403 Hydro-Quebec, an agent of the government of Quebec and a company formed under the laws of the province of Quebec, Canada, files this Form U-33-S on behalf of Vermont Gas Systems, Inc., a Vermont corporation ("Vermont Gas"). Vermont Gas is a public utility company under the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act"). Vermont Gas is a subsidiary of Hydro-Quebec, an exempt public utility holding company under the Public Utility Holding Company Act, and an associate company of Hydro-Quebec International inc., a foreign utility company. 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. Hydro-Quebec International inc., ("HQI"), located at 75 Rene-Levesque Blvd. West, Montreal, Canada, H2Z 1A4, currently owns or operates, directly or indirectly, the following facilities used for the generation, transmission or distribution of electricity or for sale or for the distribution at retail of natural or manufactured gas: A. Australia HQI Australia Inc. ("HQI Australia"), a Quebec corporation, is a wholly-owned subsidiary of HQI. HQI Australia wholly owns HQI Australia Pty Limited, an Australian company. HQI Australia Pty Limited is the general partner (with 66.67% ownership) of HQI Australia LP ("HQIA"), a limited partnership under the laws of Quebec, Canada, and of Australia. HQIA has a 50% interest in an unincorporated joint venture called "Directlink". Directlink is a 180 MW HVDC underground transmission line interconnecting the electricity grids of the Australian states of New South Wales and Queensland. The line is approximately 65 km long. HQI Australia Pty Limited, wholly owns Murraylink HQI Australia Pty Limited, which in turn holds a 50% interest in Murraylink Transmission Partnership ("Murraylink"), a partnership under the laws of Australia. Murraylink is a 220 MW HVDC underground transmission line interconnecting the electricity grids of the Australian states of Victoria and South Australia. The line is approximately 180 km long. B. Chile Nattrans Limited, a Cayman Islands company and a wholly-owned subsidiary of HQI, and its wholly-owned subsidiary, HQ-Puno Ltd. ("HQ-Puno"), a Cayman Islands company, own 100% of Inversiones HQI Chile Holding Limitada ("Inversiones HQI"), a partnership under the laws of Chile. In turn, HQ-Puno and Inversiones HQI together own HQI Transelec Chile S.A. ("Transelec"), a company incorporated under Chilean law. Transelec is the largest transmission company in Chile with 7,274 km of lines ranging from 66 kV to 500 kV. C. China HQI owns 30% of the shares of Hunan C.C. Power Ltd. ("Hunan Power"). Hunan Power has completed the construction of a 20 MW hydroelectric power plant in China, the Qingshan Hydro Power Station, in December 2001. The plant is fully operational since that date. HQI China Limited ("HQI China"), a Bermuda company, is a wholly-owned subsidiary of HQI. HQI China has a 20% interest in Meiya Power Company Limited ("Meiya Power"), a Bermuda company, which in turn has an interest in nine projects in China: o The Fushi Hydropower Facility o The Jingyuan Phase II Facility o The Kuo Kuang Power Project o The Meiya Jinqiao Energy Company o The Nantong Coal-Fired Cogeneration Facility o The Shanghai Wei-Gang Project o The Tongzhou Coal-Fired Co-generation Project o The Xisaishan Power Project o The Zuojiang Hydropower Project Each of the above projects is described below. Fushi Hydropower Facility Meiya Power, through its wholly-owned subsidiary, PSEG Rongjiang Hydropower Limited, a Mauritius company, owns a 55% interest in Guangxi Rongjiang Meiya Company Ltd. ("Meiya Company") and an 80% interest in Guangxi Rongjiang Meiya Hydropower Company Ltd. ("Meiya Hydropower"). Meiya Company owns and Meiya Hydropower operates the 54 MW Fushi Hydropower Facility, located in the Liuzhou Prefecture, People's Republic of China ("PRC"). Jingyuan Phase II Facility Meiya Power, through its wholly-owned subsidiary, China U.S. Power Partners I, Ltd., a Bermuda company, owns a 30% interest in Jingyuan Second Power Co. Ltd. Jingyuan Second Power Co. Ltd. operates the 600 MW Jingyuan Phase II Facility, located in Gansu Province, PRC. The Jingyuan Phase II Facility is currently operated for commercial use. Kuo Kuang Power Project Meiya Power, through its wholly-owned subsidiary, Meya (Tao Yuan) Power Co. Ltd., a Malaysia company, owns a 35% interest in Kuo Kuang Power Company Limited. Kuo Kuang Power Company Limited owns the 486 MW Kuo Kuang Power Project, located in Tao Yuan county, Taiwan. The Kuo Kuang Power Project is currently under construction. Meiya Jinqiao Energy Company Meiya Power owns, through its wholly-owned subsidiary, PSEG (Bermuda) Holdings Limited, a Bermuda company, a 60% interest in Shanghai Meiya Jinqiao Energy Co. Ltd. ("SMJE"). SMJE operates for commercial use a 200 tons of steam per hour facility located in Shanghai, PRC. Nantong Coal-Fired Cogeneration Facility Meiya Power, through its wholly-owned subsidiary, Meiya Power China Holdings Limited, a Cayman Islands company, owns Meiya Power International Holding I, Limited ("MPIH"), a Cayman Islands company. MPIH, through its wholly-owned subsidiary, Meiya Electric Asia Limited, a Mauritius company, owns a 92% interest in Nantong Entergy Heat & Power Co. Ltd., which owns the 30 MW Nantong Coal-Fired Cogeneration Facility ("Nantong Project"), located in Jiangsu province, PRC. The Nantong Project is currently operating. Shanghai Wei-Gang Project Meiya Power, through its wholly-owned subsidiary, PSEG Shanghai BFG Company, a Cayman Islands company, owns a 100% interest in CanAm Energy China Holdings, LLC ("CanAm"), a Delaware limited liability company. CanAm owns a 65% interest in Shanghai Wei-Gang Energy Co., Ltd. Shanghai Wei-Gang Energy Co., Ltd. owns the 50 MW Shanghai Wei-Gang Project, located in Shanghai, PRC. Tongzhou Coal-Fired Co-generation Project Meiya Power owns, through its wholly-owned subsidiary, PSEG Tongzhou Cogen Power Limited, a Bermuda company, an 80% interest in Tongzhou Meiya Cogeneration Co. Ltd. Tongzhou Meiya Cogeneration Co. Ltd. owns the 30 MW Tongzhou Coal-Fired Cogeneration Project located in Jiangsu, PRC. Xisaishan Power Plant Meiya Power, through its wholly-owned subsidiary, PSEG Huangshi Power Company Limited, a Bermuda company, owns a 49% interest in Hubei Xisaishan Power Generation Co. Ltd. Hubei Xisaishan Power Generation Co. Ltd. owns the 660 MW Xisaishan Power Plant, currently under development and 100 MW of a 200 MW existing coal-fired power station, located in Hubei, PRC. Zuojiang Hydropower Project Meiya Power, through its wholly-owned subsidiary, PSEG Zuojiang Hydropower Limited, a Mauritius company, owns a 60% interest in Guangxi Zuojiang Meiya Hydropower Co. Ltd. Guangxi Zuojiang Meiya Hydropower Co. Ltd. owns the the 72 MW Zuojiang Hydropower Project, located in Guangxi, PRC. D. Costa Rica HQI owns 50% of the shares of Hydroelectrica Rio Lajas S.A. ("HRL"), a Costa Rican corporation. HRL owns a 10.5 MW hydroelectric power plant in Costa Rica. E. Panama HQI owns 66.67% of the shares of HQI Latin America Ltd., a British Virgin Islands corporation, which owns 50.1% of the voting shares of Americas Holding Corporation ("AHC"), a Panamanian corporation. AHC owns 100% of the shares of Americas Generation Corporation S.A., a Panamanian corporation, which, in turn, owns 49% of the shares of Empresa De Generacion Electrica Fortuna S.A. ("EGE Fortuna"), a Panamanian corporation. EGE Fortuna owns a 300 MW hydroelectric power plant in Panama. F. Peru HQI directly owns a 56.67% interest in Consorcio TransMantaro S.A. ("TransMantaro"), a Peruvian corporation. TransMantaro owns and operates a 300 MW electric transmission line linking the northern and southern electricity systems of Peru. The line is approximately 600 km long. G. United States of America HQI owns 50% of La Multinationale de l'Electricite et du Gaz inc., a Quebec corporation which wholly-owns MEG Holdings US Corporation ("MEG"), an American company. MEG holds a 61.12% interest in Bucksport Energy LLC, a Delaware limited liability company which owns and operates a 176 MW natural gas-fired cogeneration power plant in Maine (the "Bucksport Facility"). In 88 FERC P62,036 (1999), the Federal Energy Regulatory Commission certified the Bucksport Facility as a qualifying facility pursuant to 18 C.F.R. Sec. 292.207(b). The remaining 38.88% of Bucksport Energy LLC is held by H.Q. Energy Holdings inc., a Delaware corporation, an indirect, wholly-owned subsidiary of Hydro-Quebec. 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. No debt or financial obligation of HQI or its direct or indirect subsidiaries is with recourse, directly or indirectly, to Vermont Gas. Vermont Gas has not directly or indirectly guaranteed any securities of HQI or its direct or indirect subsidiaries. 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 contracts. There are no service, sales or construction contracts between Vermont Gas and HQI or its direct or indirect subsidiaries. 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. --HYDRO-QUEBEC --Noverco inc. (41.22%) --Gaz Metropolitain, Inc. (100%) --Gaz Metropolitain and Company, Limited Partnership (77.4%) --Northern New England Gas Corporation (100%) --Vermont Gas Systems, Inc. (100%) --H.Q. Energy Marketing Inc. (100%) --H.Q. Energy Holdings inc. (100%) --Bucksport Energy LLC (38.88%) --Hydro-Quebec International inc. (100%) --HQI Australia Inc. (100%) --HQI Australia Pty Limited (100%) --HQI Australia LP (66.67%) --Directlink, Unincorporated Joint Venture (50%) --Murraylink HQI Australia Pty Limited (100%) --Murraylink Transmission Partnership (50%) --Nattrans Limited (100%) --Inversiones HQI Chile Holding Limitada (0.01%) --HQ-Puno Ltd. (100%) --HQI Transelec Chile S.A. (0.01%) --Inversiones HQI Chile Holding Limitada (99.99%) --HQI Transelec Chile S.A. (99.99%) --Hunan C.C. Power Ltd. (30%) --HQI China Limited (100%) --Meiya Power Company Limited (20%) --PSEG Rongjiang Hydropower Limited (100%) --Guangxi Rongjiang Meiya Company Ltd. (55%) --Guangxi Rongjiang Meiya Hydropower Company Ltd. (80%) --China U.S. Power Partners I, Ltd. (100%) --Jingyuan Second Power Co. Ltd. (30%) --Meiya (Tao Yuan) Power Co. Ltd. (100%) --Kuo Kuang Power Company Limited. (35%) --PSEG (Bermuda) Holdings Limited (100%) --Shanghai Meiya Jinqiao Energy Co. Ltd. (60%) --Meiya Power China Holdings Limited (100%) --Meiya Power International Holding I, Limited (100%) --Meiya Electric Asia Limited (100%) --Nantong Entergy Heat & Power Co. Ltd. (92%) --PSEG Shanghai BFG Company (100%) --CanAm Energy China Holdings, LLC (100%) --Shanghai Wei-Gang Energy Co., Ltd. (65%) --PSEG Tongzhou Cogen Power Limited (100%) --Tongzhou Meiya Cogeneration Co. Ltd. (80%) --PSEG Huangshi Power Company Limited (100%) --Hubei Xisaishan Power Generation Co. Ltd. (49%) --PSEG Zuojiang Hydropower Limited (100%) --Guangxi Zuojiang Meiya Hydropower Co. Ltd. (60%) --Hydroelectrica Rio Lajas S.A. (50%) --HQI Latin America Ltd. (66.67%) --Americas Holding Corporation (50.1%) --Americas Generation Corporation S.A. (100%) --Empresa De Generacion Electrica Fortuna S.A. (49%) --Consorcio TransMantaro S.A. (56.67%) --La Multinationale de l'Electricite et du Gaz inc. (50%) --MEG Holdings US Corporation (100%) --Bucksport Energy LLC (61.12%) SIGNATURE The undersigned company has duly caused this annual report to be signed on behalf of Vermont Gas Systems, Inc., 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. HYDRO-QUEBEC By: /s/ Paul Robillard --------------------------------- Paul Robillard, Corporate Treasurer Date January 30, 2003 --------------------