UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 11-K/A

 
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
 
For the fiscal year ended December 31, 2010.
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
 
For the transition period from _______ to _______
 
 
Commission file number      1-8222
 
 
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
     EMPLOYEE SAVINGS AND INVESTMENT PLAN     
(Full title of the Plan)
 
 
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Name of Issuer of Securities)
 
 
77 Grove Street, Rutland, Vermont            05701    
(Address of Issuer's Principal Office)       (Zip Code)
 

 
 
Total Number of Pages in File:
14
 
 
 
 

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

DECEMBER 31, 2010 AND 2009

 
Page
   
Report of Independent Registered Public Accounting Firm
 
3
 
Statements of Net Assets Available for Benefits
   as of December 31, 2010 and 2009
 
 
4
 
Statements of Changes in Net Assets Available for
   Benefits for the Years Ended December 31, 2010 and 2009
 
 
5
 
Notes to Financial Statements
6
 
Form 5500, Schedule H, Part IV, Line 4i Schedule of Assets
   (held at end of year) as of December 31, 2010
 
13
Signature
 
14


 
Page 2 of 14

 

Report of Independent Registered Public Accounting Firm


The Employee Savings & Investment Plan Committee
Central Vermont Public Service Corporation
Rutland, Vermont

We have audited the accompanying statements of net assets available for plan benefits of the Central Vermont Public Service Corporation Employee Savings and Investment Plan (the “Plan”) as of December 31, 2010 and 2009 and the related statements of changes in net assets available for plan benefits for the years then ended.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. 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 plan benefits of the Central Vermont Public Service Corporation Employee Savings and Investment Plan at December 31, 2010 and 2009, and the changes in its net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the 2010 basic financial statements taken as a whole.  The 2010 information included in the supplemental schedule is presented for purposes of additional analysis and is not a required part of the 2010 basic financial statements but is 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.  The information in the supplemental schedule has been subjected to the auditing procedures applied in the audit of the 2010 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the 2010 basic financial statements taken as a whole.

/s/ McSoley McCoy & Company


June 23, 2011
VT Reg. No. 92-349


 
Page 3 of 14

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2010 AND 2009





   
2010
   
2009
 
Investments, at fair value
           
Mutual Funds
  $ 62,358,895     $ 54,203,549  
Managed Income Portfolio
    8,364,973       8,341,523  
Central Vermont Public Service Corporation (common stock)
    3,450,404       3,343,870  
Other Common Stock
    1,217,954       668,257  
Money Market Funds
    1,029,344       927,662  
Total Investments, at fair value
    76,421,570       67,484,861  
Adjustment from fair value to contract value for fully benefit-responsive    investment contracts
    (68,016 )     155,112  
Receivables:
               
Notes receivable from participants
    1,047,885       1,009,866  
Other receivables
    30       2,995  
Net Assets Available for Benefits
  $ 77,401,469     $ 68,652,834  

The accompanying notes are an integral part of these financial statements


 
Page 4 of 14

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

   
2010
   
2009
 
CONTRIBUTIONS
           
Employee
  $ 4,006,922     $ 3,752,787  
Employer
    1,554,675       1,514,953  
Employer Core
    147,616       0  
Rollovers
    98,936       102,352  
Total Contributions
    5,808,149       5,370,092  
                 
INVESTMENT INCOME
               
Net Appreciation of Fair Value of Investments
    6,661,263       10,500,987  
Interest and Dividend Income
    1,146,974       1,135,540  
Net Investment Gain from Managed Income Portfolio
    111,595       148,833  
Net Investment Gain from Brokerage Account
    276,114       296,316  
Administrative Expenses
    (32,773 )     (24,510 )
Total Investment Income
    8,163,173       12,057,166  
                 
DISTRIBUTIONS
               
Benefit Payments
    (5,179,927 )     (3,619,599 )
Loan Defaults
    (42,760 )     (78,521 )
Total Distributions
    (5,222,687 )     (3,698,120 )
                 
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
    8,748,635       13,729,138  
                 
NET ASSETS AVAILABLE FOR BENEFITS
               
Beginning of Year
    68,652,834       54,923,696  
End of Year
  $ 77,401,469     $ 68,652,834  

The accompanying notes are an integral part of these financial statements


 
Page 5 of 14

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
 
Note 1 - Plan Description and Related Information
 
General - The purpose of the Central Vermont Public Service Corporation Employee Savings and Investment Plan (the “Plan”), a defined contribution plan, is to encourage savings and investments by eligible employees of Central Vermont Public Service Corporation and its affiliates (the “company”) and to afford additional security for their retirement.  The Plan became effective January 1, 1985.  More complete information regarding the Plan's provisions may be found in the plan document.

Contributions and Vesting - Employees are eligible to join the Plan immediately upon hire.  Employees electing to participate in the Plan make pre-tax contributions of at least 1 percent, but not more than 40 percent, of their compensation as defined by the Plan.  The maximum pre-tax contribution for 2010 was $16,500.  Employees who are age 50 and older could make pre-tax catch-up contributions up to a maximum of $5,500 in 2010.  Catch-up contributions are ineligible for employer match.  In 2010, employees could make post-tax contributions of at least 1 percent, but not more than 10 percent. Eligible employees are 100 percent vested in their pre-tax and post-tax contribution account and in their matching employer contribution account.  Employee contributions also include rollovers.
 
During 2010 and 2009, company matching contributions were 100 percent of the first 4.25 percent of eligible pre-tax compensation, excluding overtime, contributed to the Plan by each participant per pay period.  Participants are eligible for the matching contribution in the first pay period following their first anniversary date of hire.

On January 1, 2009, members of the International Brotherhood of Electrical Workers Local 300 ratified the union employees' five-year contract with the company.  The contract included a provision, subject to CVPS Board of Directors approval within the contract period, to close the Pension Plan of Central Vermont Public Service to new hires.  The provision was subsequently approved by the Board of Directors in November 2009 and included an enhancement to the 401(k) plan as described below.  These provisions also apply to non-unionized employees.

The Plan was amended on April 1, 2010.  Employees hired on or after April 1, 2010 receive a core contribution of 3 percent of base pay into their 401(k) plan, in addition to the current match of up to 4.25 percent. Employees become 100 percent vested in this 3 percent core contribution after three years of service.  The core contribution will be 100 percent vested upon retirement, disability or death.  Employees hired before April 1, 2010 receive a core contribution of 0.50 percent of base pay into their 401(k) plan, in addition to the current match of up to 4.25 percent.  Core contributions are provided even if the employees are not making contributions of their own to the plan.  The core contributions are not subject to the employee deferral limit.

Participant Accounts - Each participant's account is credited with the participant's basic and any rollover or after-tax contributions and his or her allocation of (a) the company's contribution; and (b) investment earnings attributable to such contributions.  The allocation of the Plan's earnings is based on participants' account balances.  Participants allocate contributions among various investment choices, including mutual funds, managed income portfolio, money market funds and common stock, including Central Vermont Public Service Corporation Common Stock Fund (“CVPS Common Stock Fund”).  Company contributions are automatically invested in accordance with the participant's investment direction for his or her account. If a participant does not make an election, their investments will be put into the appropriate Fidelity Freedom Fund.

Payment of Benefits - Participants (or their beneficiaries) will be entitled to distribution of the full value of their Plan account (including their contributions, matching company contributions and investment earnings) upon retirement, disability, death or other termination of employment with the company or upon attainment of age 59 1/2. However, the 3 percent core contribution investment for employees hired after April 1, 2010 is subject to the three year vesting as described above. Any participant may withdraw from his or her account amounts contributed by the participant on an after-tax basis or amounts necessary to meet certain financial hardships subject to certain limitations.  In addition, once per plan year, any person who has been a participant in the Plan for at least 60 months may withdraw all or a portion of his or her account attributable to company matching contributions.  Benefit distributions are made either as (a) a single lump-sum payment, (b) an annuity contract purchased from an insurance company, (c) quarterly or annual installments over a period not to exceed 10 years or (d) with respect to the CVPS Common Stock Fund, shares of the company's common stock.


 
Page 6 of 14

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

Note 1 cont’d - Notes receivable from participants - Participants may borrow from their plan account balance.  The maximum borrowings shall not exceed the lesser of $50,000 (reduced by the highest outstanding loan balance in the previous 12 months) or 50 percent of the value of the participant's account, subject to certain limitations.  Participants may repay the loan through payroll deduction over a period of up to five years or up to 30 years if the loan is to purchase the participant's primary residence.  The interest rates charged on loans outstanding as of December 31, 2010 and 2009 range from 5.5 percent to 10.0 percent and mature at various dates through 2035.

Plan Trustee - Fidelity Management Trust Company (“Fidelity”) became trustee of the Plan effective May 1, 2002.

Note 2 - Summary of Significant Accounting Policies
Basis of Accounting - The financial statements of the Plan are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).  Contributions made by the company are recognized by the Plan in the year the related participant's contribution is made.  Administrative costs are recognized when incurred.  Benefit distributions are recognized when made.

Investment Valuation and Income Recognition - The Plan’s investments are stated at their fair value with the exception of Fidelity Managed Income Portfolio, which is stated at fair value with the related adjustment amount from contract value disclosed in the statements of net assets available for benefits.  The statement of changes in net assets available for benefits is prepared on a contract value basis.

Mutual funds and common stock are stated at fair value.  Purchases and sales of securities are recorded on the trade date.  Interest from investments is recorded as earned on an accrual basis.  Dividends are recorded on the ex-dividend date.

Fully Benefit-Responsive Investment Contracts - The investments of the Fidelity Managed Income Portfolio, a stable value investment fund, include fully benefit-responsive investment (“wrap”) contracts. The objective of investing in wrap contracts is to ensure this fund’s ability to distribute benefits at “contract value”, which is equal to participant’s principal balance plus accrued interest. In a typical wrap contract, the issuing bank or insurance company agrees to pay a fund the difference between the contract value and the market value of the underlying assets once the market value of the fund has been totally exhausted, provided all the terms of the wrap contract have been met. Wrap contracts may include terms that establish limits on the fund’s investments, such as maximum duration limits, minimum credit standards, and diversification requirements.

Risks and Uncertainties - The Plan provides for various investment instruments.  Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect the amounts reported in the financial statements.

The Plan’s investment options include the Fidelity Managed Income Portfolio, which invests in wrap contracts as described above.  The fund’s ability to meet this goal would be impaired if, for any reason, it was unable to obtain or maintain wrap contracts covering all of its underlying assets.  This could result from an inability to find a replacement wrap contract following termination of a wrap contract.  The fund attempts to assess the credit quality of wrap issuers; however, there is no guarantee as to the financial condition of a wrap issuer.  The wrap issuer’s ability to meet its contractual obligations may be affected by future economic and regulatory developments.  In the event that wrap contracts fail to perform as intended, it is possible that the fund might not be able to provide for benefit responsive withdrawals at contract value.

Expenses - Brokerage commissions, registration charges and other expenses in connection with the purchase, sale or distribution of securities and other administrative costs for each investment fund, excluding a portion related to the CVPS Common Stock Fund, will be paid out of the Plan's accounts to which such expenses are attributable.  Administrative expenses related to the CVPS Common Stock Fund are paid by the plan participants.  Fees related to the Plan as a whole are shared between participants and the company.

Use of Estimates - The preparation of financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 
Page 7 of 14

 
 
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

Note 2 cont’d – Subsequent Events – The Plan evaluated subsequent events through June 23, 2011, the date the Plan’s financial statements were available to be used and identified a subsequent event involving a pending acquisition. See Note 10 – Subsequent Events for more information regarding this event.

New Accounting Guidance – Effective for periods ending after December 15, 2010, the Plan adopted FASB ASU No. 2010-25, Plan Accounting – Defined Contribution Pension Plans , requiring disclosure and measurement changes related to participant loans, and we applied the guidance retrospectively for 2009.  For reporting purposes, accounts previously named as participant loans are classified as notes receivable from participants. Notes receivable from participants are no longer required to be carried at fair value, but measured at their unpaid principal balance plus any accrued but unpaid interest.

Note 3 - Plan Termination
Although it has not expressed any intent to do so, the company has the right under the Plan to terminate the Plan subject to the provisions of ERISA and the union bargaining agreement.  Contributions to the Plan in future years are subject to the applicable tax regulations and the discretion of the company.

Note 4 - Income Taxes
The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA) and certain provisions of the Internal Revenue Code (IRC).  The Plan is intended to qualify under Section 401(a) of the IRC and the Internal Revenue Service has issued a favorable determination letter, dated January 13, 2004, ruling that the Plan was designed in accordance with applicable IRC requirements as of the date of their letter.  The Plan has been amended since the date of the determination letter.  Plan management believes that the Plan is designed and is currently being operated in accordance with applicable IRC requirements and the Plan and related Trust continue to be tax exempt.  Therefore, no provision for income taxes has been included in the Plan's financial statements.

FASB ASC 740, Income Taxes , requires entities to disclose in their financial statements the nature of any uncertainty in their tax positions. For tax-exempt entities, tax-exempt status itself is deemed to be an uncertainty, as events could potentially occur to jeopardize their tax-exempt status. Management believes the Plan has no uncertain tax positions. The Plan anticipates that it will not have a change in uncertain tax positions during the next twelve months that would have a material impact on the Plan’s financial statements. If necessary, the Plan would accrue interest and penalties on uncertain tax positions as a component of the provision for income taxes. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.

Note 5 - Fair Value
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a single, authoritative definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and expands disclosures about the use of fair value measurements.  Fair value is “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

Valuation Techniques ASC 820 emphasizes that fair value is not an entity-specific measurement but a market-based measurement utilizing assumptions market participants would use to price the asset or liability.  ASC 820 provides guidance on three valuation techniques to be used at initial recognition and subsequent measurement of an asset or liability:

Market Approach:   This approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Income Approach:   This approach uses valuation techniques to convert future amounts (cash flows, earnings) to a single present value amount.

Cost Approach:   This approach is based on the amount currently required to replace the service capacity of an asset (often referred to as the “current replacement cost”).

The valuation technique (or a combination of valuation techniques) utilized to measure fair value is the one that is appropriate given the circumstances and for which sufficient data is available.  Techniques must be consistently applied, but a change in the valuation technique is appropriate if new information is available.
 
 
Page 8 of 14

 
 
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

Note 5 cont’d - Mutual Funds, Common Stock and Money Market Funds   The Plan uses the market approach to measure the fair values of mutual funds, common stock and money market funds.  The Plan is able to obtain actively traded quoted prices for these funds.

Managed Income Portfolio The Plan’s primary valuation technique to measure the fair value of the Plan’s managed income portfolio is the market approach.  Actively traded quoted prices cannot be obtained for the funds in the Plan’s managed income portfolio; however, actively traded quoted prices for the underlying securities comprising the portfolio have been obtained.  Due to these observable inputs, securities in the funds are classified as Level 2.

Fair Value Hierarchy ASC 820 establishes a fair value hierarchy (“hierarchy”) to prioritize the inputs used in valuation techniques. The hierarchy is designed to indicate the relative reliability of the fair value measure. The highest priority is given to quoted prices in active markets, and the lowest to unobservable data, such as an entity’s internal information. The lower the level of the input of a fair value measurement, the more extensive the disclosure requirements.

There are three broad levels of fair value:

Level 1:   Quoted prices (unadjusted) are available in active markets for identical assets or liabilities as of the reporting date.  Level 1 includes mutual funds, common stock and money market funds.

Level 2:   Pricing inputs are other than quoted prices in active markets included in Level 1, which are directly or indirectly observable as of the reporting date.  This value is based on other observable inputs, including quoted prices for similar assets and liabilities in markets that are not active.  Level 2 includes the Plan’s managed income portfolio.

Level 3:   Pricing inputs include significant inputs that are generally less observable.  Unobservable inputs may be used to measure the asset or liability where observable inputs are not available.  Inputs are based on the best information available, including the Plan’s own data.  There were no Level 3 measurements presented below.
 
There were no changes to the Plan’s fair value measurement methodologies.

Recurring Measures The following table sets forth by level within the fair value hierarchy the Plan’s financial assets and liabilities that are accounted for at fair value on a recurring basis.  The Plan’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels:

   
Fair Value as of December 31, 2010
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Mutual funds
                       
Asset Allocation Funds
  $ 15,715,241     $ 0     $ 0     $ 15,715,241  
Balanced Funds
    7,645,011       0       0       7,645,011  
Growth and Income Funds
    3,492,614       0       0       3,492,614  
Growth Mutual Funds
    31,480,044       0       0       31,480,044  
Income Mutual Funds
    3,677,543       0       0       3,677,543  
Other
    348,442       0       0       348,442  
Common stock
    4,668,358       0       0       4,668,358  
Money market funds
    1,029,344       0       0       1,029,344  
Managed income portfolio
    0       8,364,973       0       8,364,973  
Total
  $ 68,056,597     $ 8,364,973     $ 0     $ 76,421,570  
 
 

 
Page 9 of 14

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

Note 5 cont’d -
   
Fair Value as of December 31, 2009
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Mutual funds
                       
Asset Allocation Funds
  $ 13,076,800     $ 0     $ 0     $ 13,076,800  
Balanced Funds
    7,203,308       0       0       7,203,308  
Growth and Income Funds
    3,094,975       0       0       3,094,975  
Growth Mutual Funds
    27,389,455       0       0       27,389,455  
Income Mutual Funds
    3,051,145       0       0       3,051,145  
Other
    387,866       0       0       387,866  
Common stock
    4,012,127       0       0       4,012,127  
Money market funds
    927,662       0       0       927,662  
Managed income portfolio
    0       8,341,523       0       8,341,523  
Total
  $ 59,143,338     $ 8,341,523     $ 0     $ 67,484,861  

There were no transfers between levels 1, 2 or 3 during the periods presented above.

Note 6 - Investments
The fair market value of individual investments that represent five percent or more of the Plan's net assets available for benefits as of December 31, 2010 and 2009 are as follows:

   
2010
   
2009
 
American Funds Growth Fund - R5
  $ 10,923,878     $ 0  
Fidelity Managed Income Portfolio
  $ 8,364,973     $ 8,341,523  
Fidelity Balanced Fund
  $ 7,645,011     $ 7,203,308  
Fidelity Mid-Cap Stock Fund
  $ 5,082,283     $ 4,031,788  
American Beacon Large Cap Value Inst
  $ 4,652,827     $ 0  
Fidelity Freedom 2020 Fund
  $ 4,321,431     $ 3,493,364  

During 2010 and 2009, the Plan investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) as follows:

   
2010
   
2009
 
Fair Value Investments:
           
Mutual Funds
  $ 6,474,106     $ 10,978,630  
Managed Income Portfolio
    111,595       148,833  
CVPS Common Stock Fund
    187,157       (477,643 )
Net Appreciation of Fair Value Investments
    6,772,858       10,649,820  
Brokerage Account
    276,114       296,316  
Total Net Appreciation
  $ 7,048,972     $ 10,946,136  

Note 7 - Related Party Transactions
Certain Plan investments are shares of mutual funds managed by Fidelity.  Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions as the term is defined in Section 3 (14) of ERISA.

At December 31, 2010 and 2009, the Plan held common stock of the company valued at $3,450,404 and $3,343,870, respectively.
 

 
Page 10 of 14

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

Note 8 - Managed Income Portfolio
The Plan invests in the Managed Income Portfolio, a commingled stable value fund of the Fidelity Group Trust for Employee Benefit Plans and is managed by Fidelity. This portfolio seeks to preserve principal investments while earning interest income and will try to maintain a net asset value of $1 per unit. The portfolio invests in investment contracts issued by insurance companies and other financial institutions, and in fixed income securities.

As described in FASB ASC 962, Plan Accounting – Defined Contribution Pension Plans , investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.

As required by applicable accounting guidance, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the Managed Income Portfolio as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Participant contributions are maintained in a general account which is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. In addition, the terms of the guaranteed investment contract do not permit the issuing insurance company to terminate the agreement prior to the scheduled maturity date.

Investment contracts have been presented in the financial statements at fair value, with a corresponding adjustment to contract value, because such investments are deemed to be fully benefit-responsive in that they provide that trust participants may make withdrawals, or transfer all or a portion of their account balance, at contract value during the term of the contract. Contract value represents contributions made under the contract, plus earnings on the underlying investments, less participant withdrawals and administrative expenses. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The fair value and contract value were as follows for the periods presented:

   
Fair Value
   
Contract Value
 
   
December 31
   
December 31
 
   
2010
   
2009
   
2010
   
2009
 
Fidelity Managed Income Portfolio
  $ 8,364,973     $ 8,341,523     $ 8,296,957     $ 8,496,635  

The wrap contracts provide a guarantee that the crediting rate will not fall below zero percent.  The market value yield on the underlying investments and the contract value yield credited to participants was 2.68 percent and 1.44 percent, respectively, for 2010 and 3.16 percent and 1.20 percent, respectively, for 2009.

Note 9 - Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

   
2010
   
2009
 
Net assets available for benefits, per financial statements
  $ 77,401,469     $ 68,652,834  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    68,016       (155,112 )
Adjustment for accrued loan interest receivable
    (1,556 )     0  
Net assets available for benefits, per Form 5500
  $ 77,467,929     $ 68,497,722  


 
Page 11 of 14

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

The following is a reconciliation of the changes in net assets per the financial statements to the Form 5500:

   
2010
 
Net increase in net assets available for benefits, per the financial statements
  $ 8,748,635  
Earnings adjustment from fair value to contract value for fully benefit-responsive investment contracts
    223,128  
Adjustment for accrued loan interest receivable
    (1,556 )
Net increase in net assets available for benefits, per Form 5500
  $ 8,970,207  

Note 10 - Subsequent Events
Pending Acquisition - On May 27, 2011, Central Vermont Public Service Corporation (“CVPS”), FortisUS Inc. (“Fortis”), Cedar Acquisition Sub Inc., a direct wholly-owned subsidiary of Fortis (“Merger Sub”) and, solely for the purpose of providing a guaranty of the obligations of Fortis and Merger Sub, Fortis Inc., the ultimate parent of Fortis (“Ultimate Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the Board of Directors of CVPS and Fortis, Merger Sub will merge with and into CVPS (the “Merger”), with CVPS continuing as the surviving corporation and a wholly-owned subsidiary of Fortis.
 
Pursuant to the Merger Agreement, upon the closing of the Merger, each issued and outstanding share of CVPS common stock (other than shares which are held by any wholly-owned subsidiary of the Company or in the treasury of the Company or which are held by Ultimate Parent, Fortis or Merger Sub, or any of their respective wholly-owned subsidiaries, all of which shall cease to be outstanding and shall be canceled and none of which shall receive any payment with respect thereto, and dissenting shares) will automatically be converted into the right to receive in cash, without interest, $35.10 per share (the “Merger Consideration”).

Completion of the Merger is subject to various customary conditions, including, among others, (i)  approval of CVPS shareholders, (ii) expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, (iii) receipt of all required regulatory approvals from, among others, the Federal Energy Regulatory Commission and the Vermont Public Service Board, (iv) the absence of any governmental action challenging or seeking to prohibit the Merger and (v) the absence of any material adverse effect with respect to CVPS. Each party’s obligation to consummate the Merger is also subject to additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party and (ii) performance in all material respects by the other party of its obligations.

 
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Plan No. 005
EIN 03-0111290

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2010


Identity of Issue, Borrower, Lessor, or Similar Party
 
Units
 
Cost **
 
Current Value
 
               
*Fidelity Freedom Income Fund
    91,942.491       $ 1,037,111  
*Fidelity Freedom 2000 Fund
    1,624.936         19,402  
*Fidelity Freedom 2005 Fund
    450.284         4,868  
*Fidelity Freedom 2010 Fund
    174,572.742         2,372,444  
*Fidelity Freedom 2015 Fund
    236,621.504         2,683,288  
*Fidelity Freedom 2020 Fund
    313,374.221         4,321,431  
*Fidelity Freedom 2025 Fund
    133,276.951         1,535,350  
*Fidelity Freedom 2030 Fund
    140,570.737         1,935,659  
*Fidelity Freedom 2035 Fund
    60,737.104         696,655  
*Fidelity Freedom 2040 Fund
    89,077.887         713,514  
*Fidelity Freedom 2045 Fund
    13,538.800         128,483  
*Fidelity Freedom 2050 Fund
    28,468.700         267,036  
*Fidelity Managed Income Portfolio
    8,296,956.680         8,364,973  
*Fidelity Institutional Short-Intermediate Government Fund
    253,520.440         2,555,486  
Vanguard Total Bond Market Index Fund
    105,854.459         1,122,057  
*Fidelity Balanced Fund
    419,364.298         7,645,011  
Spartan U.S. Equity Index Fund
    18,614.454         827,971  
Davis New York Venture Fund, Inc. - Class Y
    62,868.521         2,180,909  
*Fidelity Low-Priced Stock Fund
    91,770.028         3,522,134  
*Fidelity Mid-Cap Stock Fund
    176,162.306         5,082,282  
Morgan Stanley Institutional Fund, Inc. - Small Company Growth Investment Class I
    82,522.371         1,169,342  
Invesco International Growth Instl I
    37,996.122         1,060,092  
American Funds Growth Fund Class R5
    359,456.336         10,923,878  
Dodge & Cox International Stock
    74,618.955         2,664,643  
American Beacon Small Cap Value Inst
    97,141.149         1,933,109  
American Beacon Large Cap Value Inst
    238,606.494         4,652,827  
USAA Nasdaq - 100 Index Fund
    139,893.259         955,471  
*Central Vermont Public Service Corporation
    157,841.000         3,450,404  
Money Market Funds
    1,029,344.000         1,029,344  
*Fidelity BrokerageLink
    1,805,236.440         1,566,396  
Funds Total
              76,421,570  
*Notes Receivable from Participants - Rate of Interest 5.5% to 10.0%
              1,047,885  
TOTAL INVESTMENTS
            $ 77,469,455  

Notes:
*   Party-in-interest
** Cost has been omitted as investments are participant directed.


 
Page 13 of 14

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN

SIGNATURE


      Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Employee Savings and Investment Plan (“ESIP”) Committee have duly caused this annual report to be signed by the undersigned thereunto duly authorized.

 
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
 
By  
/s/  Joan F. Gamble                                     
Chair, ESOP/ESIP (401-K) Committee
Vice President, Strategic Change & Business Services
Dated:  June 23, 2011





 
Page 14 of 14

 

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