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File No. 69-298
FORM U-3A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Statement by Holding Company Claiming Exemption
Under Rule U-2 from the Provisions of the
Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
THE UNITED ILLUMINATING COMPANY
(Name of company)
hereby files with the Securities and Exchange Commission, pursuant
to Rule U-2, its statement claiming exemption as a holding company
from the provisions of the Public Utility Holding Company Act of
1935. In support of such claim for exemption the following
information is submitted:
1. Name, State of organization, location and nature of
business of claimant and every subsidiary thereof:
THE UNITED ILLUMINATING COMPANY (the Company or UI) is an
operating electric public utility company, incorporated under
the laws of the State of Connecticut in 1899. It is engaged
principally in the production, purchase, transmission,
distribution and sale of electricity for residential,
commercial and industrial purposes in a service area of about
335 square miles in the southwestern part of the State of
Connecticut.
UI has a wholly-owned subsidiary, incorporated under
Delaware law in 1984, named BRIDGEPORT ELECTRIC COMPANY
("Bridgeport Electric"). Bridgeport Electric owns an electric
generating unit in Bridgeport, Connecticut, known as
Bridgeport Harbor Station Unit 3, which it has leased to UI
for a period commencing December 1, 1984 and terminating
February 15, 1999. Bridgeport Electric has no other
properties or business.
UI has a wholly-owned subsidiary, incorporated under
Connecticut law in 1988, named RESEARCH CENTER, INC. Research
Center, Inc. has no properties or any significant assets. It
has been formed to participate in the development of one or
more power production ventures, including possible
participation in arrangements for the future development of
independent power production and cogeneration facilities.
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UI has a wholly-owned subsidiary, incorporated under
Connecticut law in 1990, named UNITED ENERGY INTERNATIONAL,
INC. United Energy International, Inc. has no properties or
any significant assets.
UI has a wholly-owned subsidiary, incorporated under
Connecticut law in 1968, named UNITED RESOURCES, INC. United
Resources, Inc.'s only significant assets consist of the
shares of stock of its wholly-owned subsidiaries, Souwestcon
Properties, Inc., Thermal Energies, Inc., Precision Power,
Inc., American Payment Systems, Inc. and Ventana Corporation
(see below). United Resources, Inc. serves as the parent
corporation for UI's nonutility businesses, each of which is
seperately incorporated to participate in the business ventures
which will complement and enhance UI's electric utility business.
United Resources, Inc. has a wholly-owned subsidiary,
incorporated under Connecticut law in 1988, named SOUWESTCON
PROPERTIES, INC. Souwestcon Properties, Inc. is participating
as a 25% partner in a medical hotel facility in New Haven.
United Resources, Inc. has a wholly-owned subsidiary,
incorporated under Connecticut law in 1988, named THERMAL
ENERGIES, INC. Thermal Energies, Inc. is participating in the
development of district heating and cooling water facilities
in the downtown New Haven area, including ownership of the
energy center for an office tower and participation as a 37%
partner in the energy center for a new city hall and office
tower complex.
United Resources, Inc. has a wholly-owned subsidiary,
incorporated under Connecticut law in 1988, named PRECISION
POWER, INC. Precision Power, Inc. has no properties or any
significant assets. It provides power-related equipment and
services to the owners of commercial buildings and industrial
facilities.
United Resources, Inc. has a wholly-owned subsidiary,
incorporated under Connecticut law in 1990, named AMERICAN
PAYMENT SYSTEMS, INC. American Payment Systems, Inc. has no
properties or any significant assets. It manages agents and
equipment for electronic data processing of bill payments made
by customers of utilities, including UI, at neighborhood
businesses.
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United Resources, Inc., has an 82% ownership interest in
a company, incorporated under Connecticut law in 1981, named
VENTANA CORPORATION. Ventana Corporation has no properties
or significant assets. It offers energy conservation
engineering and project management services to governmental
and private institutions.
2. A brief description of the properties of claimant and each
of its subsidiary public utility companies used for the generation,
transmission, and distribution of electric energy for sale, or for
the production, transmission, and distribution of natural or
manufactured gas, indicating the location of principal generating
plants, transmission lines, producing fields, gas manufacturing
plants, and electric and gas distribution facilities, including all
such properties which are outside the State in which claimant and
its subsidiaries are organized and all transmission or pipelines
which deliver or receive electric energy or gas at the borders of
such State:
As of December 31, 1993, the properties of UI used for the
generation, transmission and distribution of electricity for
sale are as follows:
<TABLE>
<CAPTION>
Net
Capability
Station (Kilowatts)
------- -----------
<S> <C>
Bridgeport Harbor Station
Units 1, 2 and 4
Bridgeport, Conn. 269,100 (1)
New Haven Harbor Station
New Haven, Conn. 418,860 (2)
Connecticut Yankee Unit
Haddam, Conn. 53,210 (3)
Millstone Unit 3
Waterford, Conn. 41,890 (4)
Seabrook Unit 1
Seabrook, New Hampshire 201,250 (5)
-------
Total 984,310
=======
</TABLE>
(1) Four generating units are situated at Bridgeport Harbor
Station. Unit 1, Unit 2 and Unit 4 are owned by UI and
have an aggregate net capability of 269,100 kilowatts.
Unit 3 is owned by Bridgeport Electric (see below).
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(2) UI's 93.705% ownership share of total net capability,
including 25,000 kilowatts sold to another utility for a
10-year period commencing October 1, 1986 and 25,000
kilowatts involved in a capacity exchange with another
utility for a 6.5 year period commencing May 1, 1993.
This station is jointly owned by UI (93.705%), Fitchburg
Gas and Electric Light Company (4.5%) and the electric
departments of three Massachusetts municipalities (1.795%).
(3) Represents UI's 9.5% entitlement in the unit, which is
derived from UI's ownership of 9.5% of the common stock
of the owner of the unit, Connecticut Yankee Atomic Power
Company.
(4) Represents UI's 3.685% ownership interest in the unit.
(5) Represents UI's 17.5% entitlement in the unit. In August
1990, UI sold to and leased back from an owner trust
established for the benefit of an institutional investor
a portion of UI's 17.5% ownership interest in this unit.
This portion of the unit is subject to the lien of a first
mortgage granted by the owner trustee.
The Company, in cooperation with other privately and publicly
owned New England electric utilities, established the New England
Power Pool (NEPOOL) in 1971. Substantially all operation, dispatching,
and coordination of planning of electric generating capacity for
New England is done on a regional basis under NEPOOL. A central
dispatching agency of NEPOOL, designated NEPEX, directs the operation
and schedules the maintenance of the generating and transmission
facilities of participating utilities and provides for coordination
with other power pool and utilities.
The transmission lines of the Company consists of approximately
95 circuit miles of overhead lines and approximately 17 circuit miles
of underground lines, all operated at 345 KV or 115 KV and located in
Connecticut within or immediately adjacent to the territory served by
the Company. These transmission lines interconnect the Company's
English, Bridgeport Harbor and New Haven Harbor generating stations
and are part of the New England transmission grid through connections
with the transmission lines of The Connecticut Light and Power Company.
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The Company owns and operates 23 bulk electric supply substations
with a capacity of 2,547,000 KVA and 50 distribution substations with
a capacity of 288,750 KVA, all of which are located in Connecticut.
The Company owns approximately 3,100 pole-line miles of overhead
distribution lines, and 130 conduit-bank miles of underground distribution
lines, all of which are located in Connecticut.
UI contributes to the financial support of certain 345 KV
transmission facilities in Connecticut which are a part of the New
England transmission grid and, in connection with its participation
in the ownership of Seabrook Unit 1 and Millstone Unit 3, is contributing
to the financial support of certain additional transmission facilities
within and outside of Connecticut required by these generating units.
UI is a participant in the Hydro-Quebec project, a transmission
intertie linking New England and Quebec, Canada. In addition to
capacity exchange and energy banking transactions, the project's
450 KV transmission line facilities, which have a maximum capacity
of 2000 megawatts, are being used for the delivery to New England
of 7 million megawatt-hours of energy per year pursuant to a
ten-year firm energy contract that became effective on July 1, 1991.
UI's participating shares of the benefits and costs of Phase I and
Phase II of this project are 5.75% and 5.45%, respectively, and
UI contributes to the financial support of the facility in proportion
to its participating shares therein.
UI is not engaged in the production, transmission or distribution
of natural or manufactured gas and owns no properties relating to
such activities.
As of December 31, 1993, the only property owned by Bridgeport
Electric is Bridgeport Harbor Station Unit 3,located in Bridgeport,
Connecticut, which is an electric generating unit having a net
capability of 385,000 kilowatts. Bridgeport Electric has leased
this generating unit to UI. Bridgeport Electric is not engaged
in the production, transmission or distribution of electric energy
or natural or manufactured gas.
Research Center, Inc. owns no property or any significant assets.
United Energy International, Inc. owns no property or any
significant assets.
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United Resources, Inc. owns no property or any significant
assets except the shares of stock of Souwestcon Properties,Inc.,
Thermal Energies, Inc., Precision Power, Inc., and American Payment
Systems, Inc.
Souwestcon Properties, Inc.'s only property and assets is its
25% partnership interest in a partnership which owns a medical hotel
facility in New Haven.
Thermal Energies, Inc.'s only properties and assets are (i) a
$1.6 million heating and cooling water energy center in an office
tower in New Haven, and (ii) a 37% partnership interest in a
partnership which has constructed a $4 million district heating
and cooling water energy center for a new city hall and office
tower complex.
Precision Power, Inc. owns no property or any significant
assets.
American Payment Systems, Inc. owns no property or any
significant assets.
Ventana Corporation owns no property of any significant assets.
3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public utility
companies:
(a) Number of kwh. of electric energy sold (in thousands)
(at retail or wholesale), and Mcf. of natural or manufactured
gas distributed at retail.
UI sold approximately 7,130,076,000 kwh. of electric
energy in 1993. UI is not engaged in the sale or
distribution of natural or manufactured gas.
Bridgeport Electric is not engaged in the sale or
distribution of electric energy or natural or manufactured
gas.
(b) Number of kwh. of electric energy and Mcf. of natural
or manufactured gas distributed at retail outside the State in
which each such company is organized.
None.
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(c) Number of kwh. of electric energy and Mcf. of natural
or manufactured gas sold at wholesale outside the State in
which each such company is organized, or at the State line.
UI sold electric energy at wholesale through its
participation in NEPOOL (see 2 above). The amounts so
sold have varied greatly and are difficult to ascertain.
Apart from such sales, UI sold approximately 800,544,000
kwh. of electric energy (including electric energy
associated with sales of capacity) at wholesale outside
of Connecticut or at the Connecticut state line in 1993.
UI is not engaged in the sale of natural or manufactured
gas.
Bridgeport Electric is not engaged in the sale of
electric energy or natural or manufactured gas.
(d) Number of kwh. of electric energy and Mcf. of natural
or manufactured gas purchased outside the State in which each
such company is organized or at the State line.
UI purchased electric energy at wholesale through its
participation in NEPOOL (see 2 above). The amounts so
purchased have varied greatly and are difficult to
ascertain. Apart from such purchases, UI purchased
approximately 370,109,000 kwh. of electric energy outside
Connecticut or at the Connecticut state line in 1993. UI
is not engaged in the purchase of natural or manufactured
gas, other than for consumption as fuel for the generation
of electricity.
Bridgeport Electric is not engaged in the purchase of
electric energy or natural or manufactured gas.
EXHIBIT A
A consolidating statement of income and surplus of the claimant
and its subsidiary companies for the last calendar year,together
with a consolidating balance sheet of claimant and its subsidiary
companies as of the close of such calendar year.
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The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 25th day
of February, 1994.
THE UNITED ILLUMINATING COMPANY
By /s/ James L. Benjamin
----------------------------
James L. Benjamin
Title: Controller
Corporate Seal
Attest:
/s/ Kurt D. Mohlman
- --------------------------
Kurt D. Mohlman, Treasurer & Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
James L. Benjamin Controller
- ------------------------------------
(Name) (Title)
157 Church Street, New Haven, Connecticut 06506
- -----------------------------------------------
(Address)
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<TABLE>
Exhibit A THE UNITED ILLUMINATING COMPANY
CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 1993
(Thousands except per share amounts)
<CAPTION>
United Bridgeport Research United United Consoli-
Illuminating Electric Center Resources Energies dating Consoli-
Company Company Inc. Inc. Intern'l Entries dated
------------ --------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues $653,023 $69,073 $- $- $- ($69,073) $653,023
------------ ---------- --------- --------- --------- ---------- ---------
Operating Expenses
Operation
Fuel and energy 138,050 - - - - - 138,050
Capacity purchased 47,424 - - - - - 47,424
Reorganization charge 13,620 - - - - - 13,620
Other 156,419 - - - - (8,087) 148,332
Maintenance 41,475 - - - - - 41,475
Depreciation 50,709 5,578 - - - - 56,287
Amortization of cancelled nuclear projects 1,172 - - - - - 1,172
Amortization of deferred fossil fuel costs 608 - - - - - 608
Income taxes 33,309 - - - - - 33,309
Other taxes 57,932 - - - - - 57,932
----------- --------- -------- --------- --------- --------- ---------
Total 540,718 5,578 - - - (8,087) 538,209
----------- --------- -------- --------- --------- --------- ---------
Operating Income 112,305 63,495 - - - (60,986) 114,814
----------- --------- -------- --------- --------- --------- ---------
Other Income and (Deductions)
Allowance for equity funds used during
construction 999 - - - - - 999
Deferred return - Seabrook Unit 1 7,497 - - - - - 7,497
Other-net (35,389) (20,260) - (3,700) (582) 60,002 71
Non-operating income taxes 4,499 - - 1,576 247 - 6,322
----------- --------- -------- ---------- --------- --------- ---------
Total (22,394) (20,260) - (2,124) (335) 60,002 14,889
----------- --------- -------- ---------- --------- --------- ---------
Income (Loss) Before Interest Charges 89,911 43,235 - (2,124) (335) (984) 129,703
----------- --------- -------- ---------- --------- --------- ---------
Interest Charges
Interest on long-term debt 63,274 17,740 - - - (984) 80,030
Other interest 12,260 - - - - - 12,260
Allowance for borrowed funds used
during construction (3,068) - - - - - (3,068)
----------- ---------- -------- ---------- --------- --------- ---------
Net Interest Charges 72,466 17,740 - - - (984) 89,222
----------- ---------- -------- ---------- --------- --------- ----------
Net Income (Loss) 17,445 25,495 - (2,124) (335) - 40,481
Dividends on Preferred Stock 4,318 - - - - - 4,318
----------- ---------- -------- ---------- --------- --------- ----------
Income (Loss) Applicable to
Common Stock $13,127 $25,495 - ($2,124) ($335) - $36,163
=========== ========== ======== ========== ========= ========= ==========
Average Number of Common Shares Outstanding 14,064
Earnings per share of Common Stock $2.57
Cash Dividends Declared per Share of Common Stock $2.66
</TABLE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATING BALANCE SHEET
December 31, 1993
ASSETS
(Thousands of Dollars)
<CAPTION>
United Bridgeport Research United United Consoli-
Illuminating Electric Center, Resources Energies dating Consoli-
Company Company Inc. Inc. Intern'l Entries dated
------------ ---------- ---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Utility Plant at Original Cost
In service $1,571,595 $118,547 $- $- $- $- $1,690,142
Less accumulated provision for
depreciation 378,651 68,065 - - - - 446,716
----------- ---------- --------- --------- --------- ---------- ----------
1,192,944 50,482 - - - - 1,243,426
Construction work in progress 77,395 - - - - - 77,395
Nuclear Fuel 40,285 - - - - - 40,285
----------- ---------- --------- ---------- --------- ---------- ----------
Net Utility Plant 1,310,624 50,482 - - - - 1,361,106
----------- ---------- --------- ---------- --------- ---------- ----------
Plant acquisition adjustment - 20,256 - - - (20,256) -
----------- ---------- --------- ---------- --------- ---------- ----------
Total 1,310,624 70,738 - - - (20,256) 1,361,106
----------- ---------- --------- ---------- --------- ---------- ----------
Other Property and Investments 135,467 - - 2,316 - (119,972) 17,811
----------- ---------- --------- ---------- --------- ---------- ----------
Current Assets
Cash and temporary cash investments 44,755 1 5 3,002 408 - 48,171
Accounts receivable
Customers, less allowance for
doubtful accounts of $4,700 62,703 - - - - - 62,703
Other 28,180 - - 416 6 (442) 28,160
Intercompany receivables 250 32,936 - 60 - (33,246) -
Accrued utility revenues 22,765 - - - - - 22,765
Fuel, materials and supplies at
average cost 21,049 - - 129 - - 21,178
Prepayments 4,931 - - 32 - - 4,963
Other - - - 41 - - 41
----------- ---------- --------- ---------- --------- ---------- ----------
Total 184,633 32,937 5 3,680 414 (33,688) 187,981
----------- ---------- ---------- --------- --------- ---------- ----------
Regulatory Assets
Income taxes due principally to book-
tax differences 408,272 - - - - - 408,272
Deferred return - Seabrook Unit 1 62,929 - - - - - 62,929
Unamortized cancelled nuclear projects 26,964 - - - - - 26,964
Unamortized redemption costs 32,573 - - - - - 32,573
Sales adjustment revenues 13,113 - - - - - 13,113
Uranium enrichment decommissioning costs 1,600 - - - - - 1,600
Deferred fossil fuel costs 198 - - - - - 198
Unamortized debt issuance expenses 6,631 - - - - - 6,631
Other 13,552 - - 1,553 9 - 15,114
---------- ---------- ---------- ---------- --------- --------- ---------
Total 565,832 - - 1,553 9 - 567,394
---------- ---------- ---------- ---------- --------- --------- ---------
$2,196,556 $103,675 $5 $7,549 $423 ($173,916) $2,134,292
=========== ========== ========== ========== ========= ========== ==========
</TABLE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEET
December 31, 1993
CAPITALIZATION AND LIABILITIES
(Thousands of Dollars)
<CAPTION>
United Bridgeport Research United United Consoli-
Illuminating Electric Center, Resources Energies dating Consoli-
Company Company Inc. Inc. Intern'l Entries dated
------------ ---------- -------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Capitalization
Common stock equity
Common stock $284,028 $100,001 $1 $1 $1 ($100,004) $284,028
Paid-in capital 734 - 144 9,503 987 (10,634) 734
Capital stock expense (3,163) - - - - - (3,163)
Retained earnings (Accumulated
Deficit) 323,737 (177,928) (140) (3,610) (334) - 141,725
---------- ---------- -------- --------- --------- --------- ---------
605,336 (77,927) 5 5,894 654 (110,638) 423,324
Preferred stock 60,945 - - - - - 60,945
Long-term debt 765,935 114,000 - - - (4,667) 875,268
---------- ---------- -------- --------- --------- --------- ---------
Total 1,432,216 36,073 5 5,894 654 (115,305) 1,359,537
---------- ---------- -------- --------- --------- --------- ---------
Noncurrent Liabilities
Obligations under capital leases 19,871 - - - - - 19,871
Uranium enrichmentment
decommissioning reserve 1,486 - - - - - 1,486
Nuclear decommissioning obligation 5,606 - - - - - 5,606
Other 2,156 - - - - - 2,156
---------- ---------- -------- --------- --------- --------- --------
Total 29,119 - - - - - 29,119
---------- ---------- -------- --------- --------- --------- --------
Current Liabilities
Current portion of long-term debt 88,000 60,000 - - - (4,667) 143,333
Accounts payable 48,404 - - 1,000 20 - 49,424
Intercompany payables 32,996 - - 250 - (33,246) -
Dividends payable 10,445 - - - - - 10,445
Taxes accrued 6,789 - - 62 - - 6,851
Pensions accrued 33,547 - - - - - 33,547
Interest accrued 14,812 7,602 - - - (442) 21,972
Obligations under capital leases 1,838 - - - - - 1,838
Other accrued liabilities 26,345 - - 468 - - 26,813
--------- ---------- --------- --------- --------- ---------- ---------
Total 263,176 67,602 - 1,780 20 (38,355) 294,223
--------- ---------- --------- --------- --------- ---------- ---------
Customers' advances for construction 2,667 - - - - - 2,667
--------- ---------- --------- --------- --------- ---------- ---------
Regulatory Liabilities
Accumulated deferred investment tax
credits 19,433 - - - - - 19,433
Deferred gain on sale of utility 22,326 - - - - (20,256) 2,070
Other 1,837 - - - - - 1,837
---------- ---------- --------- --------- --------- ---------- ---------
Total 43,596 - - - - (20,256) 23,340
---------- ---------- --------- --------- --------- ---------- ---------
Deferred Income Taxes 425,782 - - (125) (251) - 425,406
Commitments and Contingencies - - - - - - -
----------- ---------- --------- --------- --------- ----------- -----------
$2,196,556 $103,675 $5 $7,549 $423 ($173,916) $2,134,292
=========== ========== ========= ========= ========= =========== ===========
</TABLE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 1993
(Thousands of Dollars)
<CAPTION>
United Bridgeport Research United United Consoli-
Illuminating Electric Center, Resources Energies dating Consoli-
Company Company Inc. Inc. Intern'l Entries dated
------------ ----------- --------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance January 1 $348,029 ($203,423) ($140) ($1,486) $1 $- $142,981
Net Income (Loss) 17,445 25,495 - (2,124) (335) - 40,481
----------- ----------- --------- ---------- --------- --------- ---------
365,474 (177,928) (140) (3,610) (334) - 183,462
----------- ----------- --------- ---------- --------- --------- ---------
Deduct Cash Dividends Declared
Preferred Stock 4,318 - - - - - 4,318
Common Stock 37,419 - - - - - 37,419
----------- ----------- --------- ---------- --------- --------- ---------
Total 41,737 - - - - - 41,737
----------- ----------- --------- ---------- --------- --------- ---------
Balance December 31 $323,737 ($177,928) ($140) ($3,610) ($334) $- $141,725
=========== =========== ========= ========== ========= ========= =========
</TABLE>
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