ITEM 1. BUSINESS GENERAL
Central Louisiana Electric Company, Inc. (the Company) was incorporated in 1934 under the laws of the State of Louisiana and is engaged principally in the generation, transmission, distribution and sale of electric energy to approximately 218,000 customers in 63 communities and contiguous rural areas in a 14,000 square mile region in the State of Louisiana. At December 31, 1994 the Company employed 1,220 persons. The Company's mailing address is P. O. Box 5000, Pineville, Louisiana 71361-5000, and its telephone number is (318) 484-7400.
ELECTRIC OPERATIONS
CERTAIN FACTORS AFFECTING THE COMPANY'S ELECTRIC OPERATIONS
As an electric utility, the Company has been affected, to varying degrees, by a number of factors affecting the electric utility industry in general. These factors include increasingly competitive business conditions, the cost of compliance with environmental regulations, and changes in the federal regulation of the generation and transmission of electricity. For a discussion of various regulatory changes affecting the Company and other electric utilities, see "Regulatory and Environmental Matters - Energy Policy Act of 1992" and "- Competition" below.
POWER GENERATION
The Company operates and either owns or has an ownership interest in four steam electric generating stations. The Company is the sole owner of Coughlin Power Station, Teche Power Station and Rodemacher Power Station Unit 1. The Company owns a 50% interest in Dolet Hills Power Station Unit 1 (Dolet Hills Unit 1), and a 30% interest in Rodemacher Power Station Unit 2 (Rodemacher Unit 2). At December 31, 1994 the Company's aggregate electric generating capacity at the four stations was 1,686,000 kilowatts. The following table sets forth certain information with respect to the Company's generating facilities.
YEAR CAPACITY TYPE OF OF AT FUEL GENERATING INITIAL 12/31/94 USED FOR GENERATING STATION UNIT # OPERATION (KILOWATTS) GENERATION (1) ------------------------- ---------- --------- ----------- ---------------- Coughlin Power Station 6 1961 110,000 gas/oil(standby) 7 1966 224,000 gas/oil(standby) Teche Power Station 1 1953 23,000 gas 2 1956 48,000 gas 3 1971 359,000 gas/oil(standby) Rodemacher Power Station 1 1975 440,000 gas/oil 2 1982 157,000(2) coal/gas Dolet Hills Power Station 1 1986 325,000(3) lignite --------- Total Generating Capability 1,686,000 ========= ----------- (1) Where oil is used on a standby basis, capacity may be reduced. (2) Represents the Company's 30% interest in the capacity of Rodemacher Unit 2, a 523,000-kilowatt generating unit. (3) Represents the Company's 50% interest in the capacity of Dolet Hills Unit 1, a 650,000-kilowatt generating unit.
FUEL
The following table sets forth, for the periods indicated, the percentages of power generated from various fuels at the Company's electric generating plants, the cost of fuel used per kilowatt hour (KWH) attributable to each such fuel and the weighted average fuel cost per KWH.
For information with respect to the Company's ability to pass through changes in costs of fuel to its customers, see "Regulatory and Environmental Matters - Rates" below.
Natural Gas Supply
During 1994 the Company purchased a total of 31,001 billion British thermal units (MMMBtu) of natural gas for the generation of electricity. The annual and average per-day quantities of gas purchased by the Company from each supplier are shown in the table below. AVERAGE AMOUNT 1994 PURCHASED PERCENT PURCHASES PER DAY OF TOTAL NATURAL GAS SUPPLIER (MMMBTU) (MMMBTU) GAS USED -------------------- --------- --------- -------- NorAm Energy Services, Inc. ............... 19,391 53.1 62.5 Louisiana Intrastate Gas Corporation ...... 9,695 26.6 31.3 LL&E Gas Marketing, Inc. .................. 1,825 5.0 5.9 Other ..................................... 90 0.2 0.3 ------ ---- ----- 31,001 84.9 100.0 ====== ==== =====
The Company has contracted with NorAm Energy Services, Inc. (NES), formerly Arkla General Supply Company, a subsidiary of NorAm Energy Corp., for the sale of natural gas to be delivered to the Company's four power stations. The contract provides for a firm gas supply through the year 2000 in quantities sufficient to meet the Company's internal system requirements and contains options designed to enable the Company to manage the natural gas component of its total fuel costs. The contract with NES contains pricing mechanisms for gas purchased thereunder which are intended to approximate current market prices at the time of purchase and are designed to be competitive with prices paid by other Louisiana utility companies.
The contract also contains minimum and maximum supply obligations which are based upon the Company's seasonal generation
requirements. The Company is obligated to purchase certain quantities of gas from NES on an annual basis. A minimum or base quantity of 20,000 MMMBtu of gas must be purchased during a year, adjusted by plus or minus 10% at the option of the Company each year, if all gas is purchased from NES. A minimum of 25,000 MMMBtu must be purchased during a year if any gas is purchased from third party suppliers, unless permitted under the contract. During 1994 the Company purchased a base quantity of 19,391 MMMBtu of natural gas, including natural gas purchased on behalf of Southwestern Electric Power Company (SWEPCO), joint owner of Dolet Hills Unit 1, and Louisiana Energy and Power Authority (LEPA) and Lafayette Public Power Authority (LPPA), joint owners of Rodemacher Unit 2. In addition, the Company purchased power totaling an equivalent gas volume of 665 MMMBtu from NES which was applied to the contract obligation, bringing the total natural gas and natural gas equivalent purchased from NES during 1994 to 20,056 MMMBtu, thereby meeting the Company's minimum purchase obligations under the contract. The contract also allows for the purchase of natural gas from suppliers other than Louisiana Intrastate Gas Corporation (LIG) or LL&E Gas Marketing, Inc. (LL&E), if the gas is purchased for sales to other utilities. During 1994 a total of 89 MMMBtu of natural gas was purchased from Natural Gas Clearinghouse and was transported by LIG for sales to other utilities.
During 1993 the Company entered into a contract with LIG for the sale and transportation of natural gas to the Company's power stations. A total of 9,695 MMMBtu of "spot" and surplus gas was purchased from LIG during 1994 under an interim sale and transportation agreement. The contract with LIG provides for the purchase of spot gas for the Company's internal system requirements when the price of such gas is less than that of energy purchases from other utilities and provides for the purchase of surplus gas, if and when it is available, for energy sales to other utilities. The Company has a separate contract with LIG which provides for the transportation of gas purchased by the Company from third party suppliers or under circumstances if NES were to fail to meet its contract obligations.
The Company has contracted with LL&E, an affiliate of Louisiana Land & Exploration Company, for the purchase of up to 5 MMMBtu of gas per day on a month-to-month basis, subject to termination by either party. The purchase price of the gas is based on a monthly index plus a markup and transportation fee. Purchased gas is transported via the intrastate pipeline system owned and operated by LIG.
The Company has never incurred a liability for any gas not taken under the take-or-pay provisions of its gas supply agreements. The Company believes that it will be able to renew its long-term gas supply contracts as they expire or enter into similar contractual arrangements with other natural gas suppliers. Although natural gas has been relatively plentiful in recent years, supplies available to the Company and other consumers are vulnerable to disruption due to weather conditions, transportation disruption, price changes and other events. Large boiler-fuel users of natural gas, including electric utilities, generally have the lowest priority among gas users in the event pipeline suppliers are forced to curtail deliveries due to inadequate supplies. Thus, supplies
of natural gas may become unavailable from time to time, or prices may increase rapidly in response to temporary supply disruptions. Such events may require the Company to shift its gas-fired generation to alternative fuel sources, such as fuel oil, to the extent it has the capability to burn those alternative fuels. Currently, the Company anticipates that its alternative fuel capability, combined with its solid-fuel generating resources, is adequate to meet fuel needs during any temporary interruption of gas supplies.
Coal and Lignite Supply
Substantially all of the coal for Rodemacher Unit 2 is purchased under a long-term contract with Kerr-McGee Coal Corporation from mines in Wyoming. The price of coal under the contract is a base price per ton plus a "total escalation charge" to reflect changes in certain indices specified in the contract. After purchasing a given annual quantity of base coal (510,000 tons in 1994), the Company has the right to purchase coal from third parties in the spot market, and Kerr-McGee has the right to meet the terms of the proposed purchase if it chooses to do so. The coal is transported to the Rodemacher Unit 2 site under terms of a long-term rail transportation contract in unit trains which are leased by the Company pursuant to various long-term leases.
Substantially all of the lignite used to fuel Dolet Hills Unit 1 is obtained under two long-term agreements. The Company and SWEPCO, joint owner of Dolet Hills Unit 1, have entered into agreements pursuant to which each acquired an undivided 50% interest in the other's leased and owned lignite reserves in northwestern Louisiana. The Company and SWEPCO have also entered into a long-term agreement with the Dolet Hills Mining Venture for the mining and delivery of such lignite reserves, which reserves are expected to provide a substantial portion of the fuel requirements for the projected operating life of Dolet Hills Unit 1. The price of lignite delivered pursuant to the agreement is a base price per ton, subject to escalation based on certain inflation indices, plus specified "pass-through" costs.
Additionally, the Company is a party to a long-term agreement with Red River Mining Co., a joint venture of the North American Coal Corp. and Phillips Coal Company, which provides for base contract purchases and spot purchases of lignite. The minimum annual purchase requirement is 200,000 tons. The base lignite price under the contract is a base price per MMMBtu, subject to escalation, plus certain pass-through costs, while the spot lignite price is a base price which is escalated in proportion to the escalation in the Dolet Hills Mining Venture agreement's price.
The continuous supply of coal and lignite from the mining sources may be subject to interruption due to adverse weather conditions or other factors which may disrupt mining operations or transportation. At December 31, 1994 the Company's coal inventory at Rodemacher Unit 2 was approximately 83,000 tons (about a 38-day supply) and the Company's lignite inventory was approximately 245,000 tons (about a 43-day supply).
Oil Supply
The Company stores fuel oil as an alternative fuel source. Rodemacher Power Station has storage capacity for an approximate 75-day supply, and other generating stations have storage capacity totaling about a 20-day supply. At December 31, 1994 the Company had minimal inventories of fuel oil at its generating stations. The Company has been able to obtain fuel oil by spot purchases as needed.
POWER PURCHASES
The Company purchases electric energy from neighboring utilities when the price of the energy purchased is less than the cost to the Company of generating such energy from its own facilities. Additionally, the Company has a long-term contract under which it purchases a small percentage of its total energy requirements from a hydroelectric generating plant. During 1994 the Company purchased 818 million KWH of electricity, or approximately 11% of its total energy requirements.
SALES
The Company is a "public utility" engaged principally in the generation, transmission, distribution and sale of electricity solely within Louisiana. For further information regarding the Company's generating stations and its transmission and distribution facilities, see "Power Generation" above and "Properties" in Item 2
ITEM 2. PROPERTIES
All of the Company's electric generating stations and all other operating properties are located in the State of Louisiana. The Company considers all of its properties to be well maintained, in good operating condition and suitable for their intended purposes.
ELECTRIC GENERATING STATIONS
As of December 31, 1994, the Company either owned or had an ownership interest in four steam electric generating stations with a combined electric generating capacity of 1,686,000 kilowatts. For additional information regarding the Company's generating facilities, see "Power Generation" under the caption "Electric Operations" in Item 1 of this report.
SUBSTATIONS
As of December 31, 1994, the Company owned 79 transmission substations and 308 distribution substations. ELECTRIC LINES
As of December 31, 1994, the Company's transmission system consisted of approximately 67 circuit miles of 500 kilovolt (KV) lines; 450 circuit miles of 230 KV lines; 647 circuit miles of 138 KV lines; and 15 circuit miles of 69 KV lines. The Company's distribution system consisted of approximately 1,996 circuit miles of 34.5 KV lines and 10,183 circuit miles of other lines.
GENERAL PROPERTIES
The Company owns various properties which include a seven-story headquarters office building, regional offices, a central warehouse, service centers, telecommunications equipment and other facilities owned for general purposes.
TITLE
The Company's electric generating plants and certain other principal properties are owned in fee. Electric transmission and distribution lines are located either on private rights-of-way or along streets or highways by public consent.
Substantially all of the Company's property, plant and equipment is subject to liens securing obligations of the Company under an Indenture of Mortgage, none of which impairs the use of such properties in the operation of its business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not aware of any legal proceeding to which it is a party which would have a material adverse effect on its financial condition, results of operations or competitive position. For a discussion of certain legal proceedings and regulatory matters involving the Company, see (i) "Regulatory and Environmental Matters - Competition" and "-Environmental Quality" in Item 1 of this report and (ii) page 15 under the subcaption "Results of Operations-Nonfuel Operating Expenses and Income Taxes" under the caption "Management's Discussion and Analysis" in the 1994 Annual Report to Shareholders, which sections are incorporated herein by reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders of the Company during the fourth quarter of 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the executive officers of the Company, their positions held, five-year employment history, ages and years of service as of December 31, 1994, are presented below. Executive officers are appointed annually to serve for the ensuing year or until their successors have been appointed.
POSITION AND FIVE-YEAR NAME OF EXECUTIVE OFFICER EMPLOYMENT HISTORY ------------------------- ------------------------------------- Gregory L. Nesbitt........ President and Chief Executive Officer since April 1993; President and Chief Operating Officer from April 1992 to April 1993; Executive Vice President and Chief Operating Officer from July 1991 to April 1992; Executive Vice President from January 1988 to July 1991. (Age 56; 14 years of service)
Robert L. Duncan.......... Vice President-Customer Operations since July 1984. (Age 52; 29 years of service)
David M. Eppler........... Vice President-Finance since October 1993; Vice President and Treasurer from July 1987 to October 1993. (Age 44; 13 years of service)
Leonard G. Fontenot....... Vice President-Power Supply and Energy Transmission since April 1986. (Age 57; 32 years of service)
Catherine C. Scheffler.... Vice President-Human Resources since October 1993; General Manager-Human Resources from August 1993 to October 1993; Administrator-Compensation from May 1991 to August 1993; Vice President at Rapides Bank and Trust Company from December 1987 to April 1991. (Age 39; 3 years of service)
David K. Warner........... Vice President-Administrative Services since April 1988. (Age 44; 14 years of service)
John L. Baltes, Jr........ Controller since April 1989. (Age 48; 13 years of service)
Michael P. Prudhomme...... Secretary-Treasurer since January 1994; Secretary from October 1993 to January 1994; Vice President-Customer Services from May 1985 to October 1993. (Age 51; 25 years of service)
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed for trading on the New York Stock Exchange (NYSE) and the Pacific Stock Exchange. The following table sets forth high and low sales prices for the Company's common stock as reported on the NYSE Composite Transactions Tape and dividends paid per share during each calendar quarter of 1994 and 1993. 1994 1993 --------------------------- --------------------------- SALES PRICE SALES PRICE ----------------- ----------------- HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS ------- ------- --------- ------- ------- --------- First Quarter ....... $24-7/8 $21-1/4 $.355 $25-3/8 $23-1/2 $.345 Second Quarter ...... $25-5/8 $22-1/4 $.365 $26-3/4 $24-3/4 $.355 Third Quarter ....... $24-3/8 $21-1/4 $.365 $27-1/8 $25-1/4 $.355 Fourth Quarter ...... $23-5/8 $20-7/8 $.365 $27 $23 $.355
Subject to the prior rights of the holders of the respective series of the Company's preferred stock, such dividends as determined by the Board of Directors of the Company may be declared and paid on the common stock from time to time out of funds legally available therefor. The provisions of the Company's charter applicable to preferred stock and certain provisions contained in the debt instruments of the Company under certain circumstances restrict the amount of retained earnings available for the payment of dividends by the Company. The most restrictive covenant requires that common shareholders' equity be not less than 30% of total capitalization, including short-term debt. At December 31, 1994, approximately $136,000,000 of retained earnings was not restricted. On January 27, 1995 the Board of Directors of the Company declared a quarterly dividend of $.365 per share which was paid on February 15, 1995, to common shareholders of record on February 6, 1995.
As of March 17, 1995, there were 12,541 holders of record of the Company's common stock, and the closing price of the Company's common stock as reported on the NYSE Composite Transactions Tape was $22.625 per share.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain selected financial data for the respective periods presented and should be read in conjunction with the Consolidated Financial Statements and the related Notes thereto set forth on pages 20 through 33 in the 1994 Annual Report to Shareholders, which information is filed as Exhibit 13 to this report and incorporated into Item 8 herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information set forth on pages 14 through 18 under the caption "Management's Discussion and Analysis" in the Company's 1994 Annual Report to Shareholders is incorporated herein by reference; such information is filed as Exhibit 13 to this report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth on pages 20 through 33 in the 1994 Annual Report to Shareholders is incorporated herein by reference; such information is filed as Exhibit 13 to this report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None. PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth (i) under the subcaption "Directors" under the caption "Election of Directors" and (ii) in the last paragraph under the caption "Security Ownership of Directors and Management" in the Company's definitive Proxy Statement dated March 8, 1995, filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 (1995 Proxy Statement), is incorporated herein by reference. See also "Executive Officers of the Registrant" on page 16 of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the subcaption "Organization and Compensation of the Board of Directors" under the caption "Election of Directors" and under the caption "Executive Compensation" in the 1995 Proxy Statement (excluding the information required by paragraphs (k) and (l) of Item 402 of Regulation S-K) is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Security Ownership of Directors and Management" and under the caption "Security Ownership of Certain Beneficial Owners" in the 1995 Proxy Statement is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the subcaption "Compensation Committee Interlocks and Insider Participation" under the caption "Election of Directors" in the 1995 Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K REFERENCE (PAGE) ---------------------------- 1994 ANNUAL FORM 10-K REPORT TO ANNUAL REPORT SHAREHOLDERS ------------- ------------ 14(a)(1) Consolidated Financial Statements and Supplementary Data on pages 20 through 33 in the Company's 1994 Annual Report to Shareholders are filed as Exhibit 13 to this report and are incorporated herein by reference.
Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992....................................... 20
Consolidated Balance Sheets at December 31, 1994 and 1993.......................... 21
Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992................................... 22
Consolidated Statements of Changes in Common Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992....................................... 23
Notes to Consolidated Financial Statements................................. 24
Report of Independent Accountants........... 33
14(a)(2) Financial Statement Schedules
Report of Independent Accountants........... 29
Schedule II - Valuation and Qualifying Accounts................................... 30
Financial Statement Schedules other than those shown in the above index are omitted because they are either not required or are not applicable or the required information is shown in the Consolidated Financial Statements and Notes thereto.
14(a)(3) List of Exhibits
The Exhibits designated by an asterisk are filed herewith. The Exhibits not so designated have been previously filed with the Securities and Exchange Commission, and are incorporated herein by reference. The Exhibits designated by two asterisks are management contracts and compensatory plans and arrangements required to be filed as Exhibits to this report.
14(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated as of February 1, 1995 to announce that a purchase and sale agreement regarding a purchase of all of the assets of Teche by the Company had been executed. For more information, see pages 15 and 16 under the subcaption "Results of Operations - Co-op Developments" under the caption "Management's Discussion and Analysis" in the 1994 Annual Report to Shareholders, which information is filed as Exhibit 13 to this report and incorporated into Part II herein by reference.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Central Louisiana Electric Company, Inc.:
Our report on the consolidated financial statements of Central Louisiana Electric Company, Inc. has been incorporated by reference in this Form 10-K from page 33 of the 1994 Annual Report to Shareholders of Central Louisiana Electric Company, Inc. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in Item 14(a)(2) on page 20 of this Form 10-K. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based upon our audit.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana January 27, 1995
CENTRAL LOUISIANA ELECTRIC COMPANY, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1994, 1993 and 1992 (In thousands)
================================================================================ COL. A COL. B COL. C COL. D COL. E -------------------------------------------------------------------------------- ADDITIONS UNCOLLECTIBLE BALANCE AT CHARGED TO ACCOUNTS BALANCE AT ALLOWANCE FOR BEGINNING COST AND WRITE-OFFS, END UNCOLLECTIBLE ACCOUNTS OF PERIOD EXPENSES LESS RECOVERIES OF PERIOD(1) -------------------------------------------------------------------------------- Year Ended December 31, 1994 ... $537 $442 $535 $444
Year Ended December 31, 1993 ... $779 $ 92 $334 $537
Year Ended December 31, 1992 ... $733 $240 $194 $779 ----------- (1) Deducted in the balance sheet
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC. (REGISTRANT)
BY: GREGORY L. NESBITT (Gregory L. Nesbitt, President and Chief Executive Officer) Date: March 30, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- GREGORY L. NESBITT President, Chief Executive (Gregory L. Nesbitt) Officer and Director March 30, 1995 (Principal Executive Officer) DAVID M. EPPLER (David M. Eppler) Vice President March 30, 1995 (Principal Financial Officer) JOHN L. BALTES, JR. (John L. Baltes, Jr.) Controller March 30, 1995 (Principal Accounting Officer) ________ SHERIAN G. CADORIA | | J. PATRICK GARRETT | | F. BEN JAMES, JR. | | HUGH J. KELLY | | WILLIAM A. LOCKWOOD > DIRECTORS* | A. DELOACH MARTIN, JR. | | ROBERT T. RATCLIFF | | EDWARD D. SIMMONS | | ERNEST L. WILLIAMSON ______|
*BY: DAVID M. EPPLER (David M. Eppler, as March 30, 1995 Attorney-in-Fact)
EXHIBIT INDEX
The Exhibits designated by an asterisk are filed herewith. The Exhibits not so designated have been previously filed with the Securities and Exchange Commission, and are incorporated herein by reference. The Exhibits designated by two asterisks are management contracts and compensatory plans and arrangements required to be filed as Exhibits to this report.