SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDING JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-6788
THE UNITED ILLUMINATING COMPANY
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0571640
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
157 CHURCH STREET, NEW HAVEN, CONNECTICUT 06506
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 203-499-2000
NONE
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
----- -----
The number of shares outstanding of the issuer's only class of common
stock, as of June 30, 1999, was 14,334,922.
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<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
PAGE
NUMBER
------
Item 1. Financial Statements. 3
Consolidated Statement of Income for the three and six months
ended June 30, 1999 and 1998. 3
Consolidated Balance Sheet as of June 30, 1999 and
December 31, 1998. 4
Consolidated Statement of Cash Flows for the three and six
months ended June 30, 1999 and 1998. 6
Notes to Consolidated Financial Statements. 7
- Statement of Accounting Policies 7
- Capitalization 7
- Rate-Related Regulatory Proceedings 9
- Short-term Credit Arrangements 12
- Income Taxes 13
- Supplementary Information 14
- Fuel Financing Obligations and Other Lease Obligations 15
- Commitments and Contingencies 15
- Capital Expenditure Program 15
- Nuclear Insurance Contingencies 15
- Other Commitments and Contingencies 15
- Connecticut Yankee 15
- Hydro-Quebec 16
- Environmental Concerns 16
- Site Decontamination, Demolition and Remediation Costs 17
- Nuclear Fuel Disposal and Nuclear Plant Decommissioning 17
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 18
- Major Influences on Financial Condition 18
- Capital Expenditure Program 19
- Liquidity and Capital Resources 20
- Subsidiary Operations 21
- Results of Operations 21
- Looking Forward 26
Part II. OTHER INFORMATION
Item 1. Legal Proceedings. 32
Item 4. Submission of Matters to a Vote of Security Holders. 32
Item 6. Exhibits and Reports on Form 8-K. 33
SIGNATURES 34
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<TABLE>
PART I: FINANCIAL INFORMATION
ITEM I: FINANCIAL STATEMENTS
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED STATEMENT OF INCOME
(THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
OPERATING REVENUES (NOTE G) $164,533 $159,792 $333,200 $322,266
-------------- ------------ ------------ -------------
OPERATING EXPENSES
Operation
Fuel and energy 38,483 33,412 72,382 73,953
Capacity purchased 8,678 8,978 17,740 15,200
Other 36,761 38,094 75,515 71,403
Maintenance 6,013 10,560 15,459 21,593
Depreciation 15,618 20,632 33,357 41,438
Amortization of cancelled nuclear project,
deferred return and regulatory tax asset 6,464 3,439 13,490 6,879
Income taxes (Note F) 15,851 11,193 31,376 22,680
Other taxes (Note G) 11,472 12,310 25,481 25,269
-------------- ------------ ------------ -------------
Total 139,340 138,618 284,800 278,415
-------------- ------------ ------------ -------------
OPERATING INCOME 25,193 21,174 48,400 43,851
-------------- ------------ ------------ -------------
OTHER INCOME AND (DEDUCTIONS)
Allowance for equity funds used during construction 254 40 267 70
Other-net (Note G) (2,380) (4,461) (2,849) (4,016)
Non-operating income taxes 1,748 2,923 2,639 3,006
-------------- ------------ ------------ -------------
Total (378) (1,498) 57 (940)
-------------- ------------ ------------ -------------
INCOME BEFORE INTEREST CHARGES 24,815 19,676 48,457 42,911
-------------- ------------ ------------ -------------
INTEREST CHARGES
Interest on long-term debt 10,163 12,879 22,390 26,402
Interest on Seabrook obligation bonds owned by the company (1,711) (1,818) (3,422) (3,636)
Dividend requirement of mandatorily redeemable securities 1,203 1,203 2,406 2,406
Other interest (Note G) 820 1,432 2,676 2,276
Allowance for borrowed funds used during construction (323) (135) (771) (264)
-------------- ------------ ------------ -------------
10,152 13,561 23,279 27,184
Amortization of debt expense and redemption premiums 677 618 1,291 1,268
-------------- ------------ ------------ -------------
Net Interest Charges 10,829 14,179 24,570 28,452
-------------- ------------ ------------ -------------
NET INCOME 13,986 5,497 23,887 14,459
Premium (Discount) on preferred stock redemptions 53 (21) 53 (21)
Dividends on preferred stock 15 50 66 101
-------------- ------------ ------------ -------------
INCOME APPLICABLE TO COMMON STOCK $13,918 $5,468 $23,768 $14,379
============== ============ ============ =============
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC 14,049 14,021 14,045 14,004
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED 14,050 14,024 14,047 14,011
EARNINGS PER SHARE OF COMMON STOCK - BASIC AND DILUTED $0.99 $0.39 $1.69 $1.03
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $0.72 $0.72 $1.44 $1.44
</TABLE>
The accompanying Notes to Consolidated Financial
Statements are an integral part of the financial statements.
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEET
ASSETS
(Thousands of Dollars)
<CAPTION>
June 30, December 31,
1999 1998*
---- ----
(Unaudited)
<S> <C> <C>
Utility Plant at Original Cost
In service $1,512,288 $1,886,930
Less, accumulated provision for depreciation 517,889 714,375
---------------- ---------------
994,399 1,172,555
Construction work in progress 30,495 33,695
Nuclear fuel 23,823 20,174
---------------- ---------------
Net Utility Plant 1,048,717 1,226,424
---------------- ---------------
Other Property and Investments
Investment in generation facility 75,439 -
Nuclear decommissioning trust fund assets 25,973 23,045
Other 18,215 14,828
---------------- ---------------
119,627 37,873
---------------- ---------------
Current Assets
Unrestricted cash and temporary cash investments 23,180 97,689
Restricted cash 28,045 26,812
Accounts receivable
Customers, less allowance for doubtful
accounts of $1,800 and $1,800 59,790 54,178
Other 43,284 64,240
Accrued utility revenues 25,892 21,079
Fuel, materials and supplies, at average cost 7,846 33,613
Prepayments 3,662 7,424
Other 409 154
---------------- ---------------
Total 192,108 305,189
---------------- ---------------
Deferred Charges
Unamortized debt issuance expenses 8,704 9,421
Other 1,962 1,664
---------------- ---------------
Total 10,666 11,085
---------------- ---------------
Regulatory Assets (future amounts due from customers
through the ratemaking process)
Income taxes due principally to book-tax differences 199,845 264,811
Connecticut Yankee 39,397 42,633
Deferred return - Seabrook Unit 1 6,293 12,586
Unamortized redemption costs 22,900 23,468
Unamortized cancelled nuclear projects 10,366 10,952
Uranium enrichment decommissioning cost 1,108 1,177
Other 20,279 4,962
---------------- ---------------
Total 300,188 360,589
---------------- ---------------
$1,671,306 $1,941,160
================ ===============
*Derived from audited financial statements
</TABLE>
The accompanying Notes to Consolidated Financial
Statements are an integral part of the financial statements.
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEET
CAPITALIZATION AND LIABILITIES
(Thousands of Dollars)
<CAPTION>
June 30, December 31,
1999 1998*
---- ----
(Unaudited)
<S> <C> <C>
Capitalization (Note B)
Common stock equity
Common stock $292,006 $292,006
Paid-in capital 2,140 2,046
Capital stock expense (2,171) (2,182)
Unearned employee stock ownership plan equity (9,735) (10,210)
Retained earnings 167,378 163,847
--------------- ---------------
449,618 445,507
Preferred stock - 4,299
Company-obligated mandatorily redeemable securities of subsidiary 50,000 50,000
Long-term debt
Long-term debt 605,604 757,370
Investment in Seabrook obligation bonds (87,413) (92,860)
--------------- ---------------
Net long-term debt 518,191 664,510
--------------- ---------------
Total 1,017,809 1,164,316
--------------- ---------------
Noncurrent Liabilities
Connecticut Yankee contract obligation 29,151 32,711
Pensions accrued (Note H) 25,948 31,097
Nuclear decommissioning obligation 25,973 23,045
Obligations under capital leases 16,322 16,506
Other 6,185 6,622
--------------- ---------------
Total 103,579 109,981
--------------- ---------------
Current Liabilities
Current portion of long-term debt 6,806 66,202
Notes payable 48,684 86,892
Accounts payable 81,593 103,264
Dividends payable 10,115 10,155
Taxes accrued 48,936 9,015
Interest accrued 16,616 10,203
Obligations under capital leases 361 348
Other accrued liabilities 27,869 39,845
--------------- ---------------
Total 240,980 325,924
--------------- ---------------
Customers' Advances for Construction 1,867 1,867
--------------- ---------------
Regulatory Liabilities (future amounts owed to customers
through the ratemaking process)
Accumulated deferred investment tax credits 15,242 15,623
Deferred gain on sale of property 15,708 4
Other 8,679 2,061
--------------- ---------------
Total 39,629 17,688
--------------- ---------------
Deferred Income Taxes (future tax liabilities owed 267,442 321,384
to taxing authorities)
Commitments and Contingencies (Note L)
--------------- ---------------
$1,671,306 $1,941,160
=============== ===============
</TABLE>
* Derived from audited financial statements
The accompanying Notes to Consolidated Financial
Statements are an integral part of the financial statements.
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $13,986 $5,497 $23,887 $14,459
------------- ------------ ------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 19,252 21,897 41,718 43,748
Deferred income taxes 4,547 (3,029) 3,815 (5,280)
Deferred income taxes - generation asset sale (70,222) - (70,222) -
Deferred investment tax credits - net (191) (191) (381) (381)
Amortization of nuclear fuel 1,489 1,232 4,680 2,497
Allowance for funds used during construction (577) (175) (1,038) (334)
Amortization of deferred return 3,146 3,146 6,293 6,293
Changes in:
Accounts receivable - net 2,532 (35,292) 15,344 (28,953)
Fuel, materials and supplies 639 (7,794) 212 (11,562)
Prepayments 8,806 (3,113) 3,762 (6,081)
Accounts payable 12,509 37,591 (21,671) 20,593
Interest accrued 2,508 5,389 6,413 7,917
Taxes accrued (9,615) (9,999) 4,810 1,920
Taxes accrued - generation asset sale 35,111 - 35,111 -
Other assets and liabilities (26,915) 3,987 (36,733) 1,195
------------- ------------ ------------ ------------
Total Adjustments (16,981) 13,649 (7,887) 31,572
------------- ------------ ------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES (2,995) 19,146 16,000 46,031
------------- ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock 269 295 569 4,310
Long-term debt - - - 99,780
Notes payable (33,488) 73,705 (38,208) 81,074
Securities redeemed and retired:
Preferred stock (4,299) (52) (4,299) (52)
Long-term debt (125,000) (80,000) (211,202) (213,976)
Discount (Premium) on preferred stock redemption (53) 21 (53) 21
Expense of issue - - - (800)
Lease obligations (86) (84) (171) (166)
Dividends
Preferred stock (65) (51) (116) (102)
Common stock (10,111) (10,090) (20,215) (20,090)
------------- ------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (172,833) (16,256) (273,695) (50,001)
------------- ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in unregulated businesses (75,092) - (75,092) -
Net cash received from sale of generation assets 270,590 - 270,590 -
Plant expenditures, including nuclear fuel (10,742) (2,213) (16,526) (10,569)
Investment in debt securities - - 5,447 8,528
------------- ------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) ACTIVITIES 184,756 (2,213) 184,419 (2,041)
------------- ------------ ------------ ------------
CASH AND TEMPORARY CASH INVESTMENTS:
NET CHANGE FOR THE PERIOD 8,928 677 (73,276) (6,011)
BALANCE AT BEGINNING OF PERIOD 42,297 46,377 124,501 53,065
------------- ------------ ------------ ------------
BALANCE AT END OF PERIOD 51,225 47,054 51,225 47,054
LESS: RESTRICTED CASH 28,045 34,675 28,045 34,675
------------- ------------ ------------ ------------
BALANCE: UNRESTRICTED CASH $23,180 $12,379 $23,180 $12,379
============= ============ ============ ============
CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized) $8,177 $8,824 $14,483 $19,450
============= ============ ============ ============
Income taxes $54,250 $20,150 $57,950 $23,050
============= ============ ============ ============
</TABLE>
Note: Cash Flows from Operating Activities for the three and six months
ended June 30, 1999 were reduced by the current income tax effects
of the generation asset sale in the amount of $35,111.
The accompanying Notes to Consolidated Financial Statements
are an integral part of the financial statements.
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<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The consolidated financial statements of the Company and its wholly-owned
subsidiary, United Resources, Inc., have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. The statements reflect
all adjustments that are, in the opinion of management, necessary for a fair
presentation of the results for the periods presented. All such adjustments are
of a normal recurring nature. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The Company believes that the disclosures are adequate to
make the information presented not misleading. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the notes to consolidated financial statements included in the
annual report on Form 10-K for the year ended December 31, 1998. Such notes are
supplemented as follows:
(A) STATEMENT OF ACCOUNTING POLICIES
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC)
The weighted average AFUDC rate applied in the first six months of 1999 and
1998 was 7.0% and 8.0% on a before-tax basis.
NUCLEAR DECOMMISSIONING TRUSTS
External trust funds are maintained to fund the estimated future
decommissioning costs of the nuclear generating units in which the Company has
an ownership interest. These costs are accrued as a charge to depreciation
expense over the estimated service lives of the units and are recovered in rates
on a current basis. The Company paid $1,950,000 and $1,290,000 in the first six
months of 1999 and 1998, respectively, into the decommissioning trust funds for
Seabrook Unit 1 and Millstone Unit 3. At June 30, 1999, the Company's shares of
the trust fund balances, which included accumulated earnings on the funds, were
$18.7 million and $7.3 million for Seabrook Unit 1 and Millstone Unit 3,
respectively. These fund balances are included in "Other Property and
Investments" and the accrued decommissioning obligation is included in
"Noncurrent Liabilities" on the Company's Consolidated Balance Sheet.
COMPREHENSIVE INCOME
Comprehensive income for the six months ended June 30, 1999 and 1998 is
equal to net income as reported.
(B) CAPITALIZATION
(a) Common Stock
The Company had 14,334,922 shares of its common stock, no par value,
outstanding at June 30, 1999, of which 286,389 shares were unallocated shares
held by the Company's Employee Stock Ownership Plan ("ESOP") and not recognized
as outstanding for accounting purposes.
In 1990, the Company's Board of Directors and the shareowners approved a
stock option plan for officers and key employees of the Company. The plan
provides for the awarding of options to purchase up to 750,000 shares of the
Company's common stock over periods of from one to ten years following the dates
when the options are granted. The Connecticut Department of Public Utility
Control (DPUC) has approved the issuance of 500,000 shares of stock pursuant to
this plan. The exercise price of each option cannot be less than the market
value of the stock on the date of the grant. Options to purchase 3,500 shares of
stock at an exercise price of $30 per share, 7,800 shares of stock at an
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<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
exercise price of $39.5625 per share, and 5,000 shares of stock at an exercise
price of $42.375 per share have been granted by the Board of Directors and
remained outstanding at June 30, 1999. No options were exercised during the
first six months of 1999.
On March 22, 1999, the Company's Board of Directors approved a stock option
plan for directors, officers and key employees of the Company. The plan provides
for the awarding of options to purchase up to 650,000 shares of the Company's
common stock over periods of from one to ten years following the dates when the
options are granted. The exercise price of each option cannot be less than the
market value of the stock on the date of the grant. On June 28, 1999, the
Company's shareowners approved the plan. Options to purchase 137,000 shares of
stock at an exercise price of $43 7/32 per share have been granted by the Board
of Directors and remained outstanding at June 30, 1999. No options were
exercisable during the second quarter of 1999.
The Company has entered into an arrangement under which it loaned $11.5
million to The United Illuminating Company ESOP. The trustee for the ESOP used
the funds to purchase shares of the Company's common stock in open market
transactions. The shares will be allocated to employees' ESOP accounts, as the
loan is repaid, to cover a portion of the Company's required ESOP contributions.
The loan will be repaid by the ESOP over a twelve-year period, using the Company
contributions and dividends paid on the unallocated shares of the stock held by
the ESOP. As of June 30, 1999, 286,389 shares, with a fair market value of $12.2
million, had been purchased by the ESOP and had not been committed to be
released or allocated to ESOP participants.
(B) RETAINED EARNINGS RESTRICTION
The indenture under which $200 million principal amount of Notes are issued
places limitations on the payment of cash dividends on common stock and on the
purchase or redemption of common stock. Retained earnings in the amount of
$109.2 million were free from such limitations at June 30, 1999.
(C) PREFERRED STOCK
On April 8, 1999, the Company called for redemption all 10,370 shares of
its outstanding $100 par value 4.35% Preferred Stock, Series A, all 17,158
shares of its outstanding $100 par value 4.72% Preferred Stock, Series B, all
12,745 shares of its outstanding $100 par value 4.64% Preferred Stock, Series C
and all 2,712 shares of its outstanding $100 par value 5 5/8% Preferred Stock,
Series D. The Company paid a redemption premium of $53,355 in effecting these
redemptions, which were completed on May 14, 1999.
(E) LONG-TERM DEBT
On February 1, 1999, the Company converted $7.5 million principal amount
Connecticut Development Authority Bonds from a weekly reset mode to a five-year
multiannual mode. The interest rate on the Bonds for the five-year period
beginning February 1, 1999 is 4.35% and interest will be paid semi-annually
beginning on August 1, 1999. In addition, on February 1, 1999, the Company
converted $98.5 million principal amount Business Finance Authority of the State
of New Hampshire Bonds from a weekly reset mode to a multiannual mode. The
interest rate on $27.5 million principal amount of the Bonds is 4.35% for a
three-year period beginning February 1, 1999. The interest rate on $71 million
principal amount of the Bonds is 4.55% for a five-year period. Interest on the
Bonds will be paid semi-annually beginning on August 1, 1999.
On March 8, 1999, the Company prepaid and terminated $20 million of the
remaining $70 million outstanding debt under its $150 million Term Loan
Agreement dated August 29, 1995. On April 16, 1999, the Company prepaid and
terminated the entire remaining $50 million outstanding debt under said $150
million Term Loan Agreement, and the entire $75 million outstanding debt under
its Term Loan Agreement dated October 25, 1996.
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<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(C) RATE-REGULATED REGULATORY PROCEEDINGS
In April 1998, Connecticut enacted Public Act 98-28 (the Restructuring
Act), a massive and complex statute designed to restructure the State's
regulated electric utility industry. The business of generating and supplying
electricity directly to consumers will be price-deregulated and opened to
competition beginning in the year 2000. At that time, these business activities
will be separated from the business of delivering electricity to consumers, also
known as the transmission and distribution business. The business of delivering
electricity will remain with the incumbent franchised utility companies
(including the Company), which will continue to be regulated by the DPUC as
Distribution Companies. Beginning in 2000, each retail consumer of electricity
in Connecticut (excluding consumers served by municipal electric systems) will
be able to choose his, her or its supplier of electricity from among competing
licensed suppliers, for delivery over the wires system of the franchised
Distribution Company. Commencing no later than mid-1999, Distribution Companies
will be required to separate on consumers' bills the charge for electricity
generation services from the charge for delivering the electricity and all other
charges. On July 29, 1998, the DPUC issued the first of what are expected to be
several orders relative to this "unbundling" requirement, and has now reopened
its proceeding to consider the amount of the generation services charge to be
included on consumers' bills.
A major component of the Restructuring Act is the collection, by
Distribution Companies, of a "competitive transition assessment," a "systems
benefits charge," a "conservation and load management program charge" and a
"renewable energy investment charge". The competitive transition assessment will
recover stranded costs that have been reasonably incurred by, or will be
incurred by, Distribution Companies to meet their public service obligations as
electric companies, and that will likely not otherwise be recoverable in a
competitive generation and supply market. These costs include above-market
long-term purchased power contract obligations, regulatory asset recovery and
above-market investments in power plants. The systems benefits charge represents
public policy costs, such as generation decommissioning and displaced worker
protection costs. Beginning in 2000, a Distribution Company must collect the
competitive transition assessment, the systems benefits charge, the conservation
and load management program charge and the renewable energy investment charge
from all Distribution Company customers, except customers taking service under
special contracts pre-dating the Restructuring Act. The Distribution Company
will also be required to offer a "standard offer" rate that is, subject to
certain adjustments, at least 10% below its fully bundled prices for electricity
at rates in effect during 1996, as discussed below. The standard offer is
required, subject to certain adjustments, to be the total rate charged under the
standard offer, including the generation services component, transmission and
distribution charge, the competitive transition assessment, the systems benefits
charge, the conservation and load management program charge and the renewable
energy investment charge.
The Restructuring Act requires that, in order for a Distribution Company to
recover any stranded costs associated with its power plants, its fossil-fueled
generating plants must be sold prior to 2000, with any net excess proceeds used
to mitigate its recoverable stranded costs, and the Company must attempt to
divest its ownership interest in its nuclear-fueled power plants prior to 2004.
By October 1, 1998, each Distribution Company was required to file, for the
DPUC's approval, an "unbundling plan" to separate, on or before October 1, 1999,
all of its power plants that will not have been sold prior to the DPUC's
approval of the unbundling plan or will not be sold prior to 2000.
In May of 1998, the Company announced that it would commence selling,
through a two-stage bidding process, all of its non-nuclear generation assets,
in compliance with the Restructuring Act. On October 2, 1998, the Company agreed
to sell both of its operating fossil-fueled generating stations, Bridgeport
Harbor Station and New Haven Harbor Station, to Wisvest-Connecticut, LLC, a
single-purpose subsidiary of Wisvest Corporation. Wisvest Corporation is a
non-utility subsidiary of Wisconsin Energy Corporation, Milwaukee, Wisconsin. On
February 24, 1999, the Federal Energy Regulatory Commission issued an order
authorizing the sale, on March 5, 1999, the DPUC issued a decision approving the
sale; and the sale was completed on April 16, 1999.
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<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
The Company received approximately $277.9 million in cash from this sale
of its operating fossil-fueled generating stations. The Company realized a
before-tax book gain of $86.5 million, or $16.2 million after-tax, from the sale
of these plant investments. However, under the Restructuring Act, this gain will
be offset by a writedown of above-market generation costs eligible for
collection by the Company under the Restructuring Act's competitive transition
assessment, such as regulated plant costs and tax-related regulatory assets or
other costs related to the restructuring transition, such that there will be no
net income effect of the sale. The Company used the net cash proceeds from the
sale to reduce debt.
On October 1, 1998, in its "unbundling plan" filing with the DPUC under
the Restructuring Act, the Company stated that it plans to divest its nuclear
generation ownership interests (17.5% of Seabrook Station in New Hampshire and
3.685% of Millstone Station Unit No. 3 in Connecticut) by the end of 2003, in
accordance with the Restructuring Act. The divestiture method has not yet been
determined. In anticipation of ultimate divestiture, the Company proposed to
satisfy, on a functional basis, the Restructuring Act's requirement that nuclear
generating assets be separated from its transmission and distribution assets.
This would be accomplished by transferring the nuclear generating assets into a
separate new division of the Company, using divisional financial statements and
accounting to segregate all revenues, expenses, assets and liabilities
associated with nuclear ownership interests. In a decision dated May 19, 1999,
the DPUC approved the Company's proposal in this regard.
The Company's unbundling plan also proposes to separate its ongoing
regulated transmission and distribution operations and functions, that is, the
Distribution Company assets and operations, from all of its unregulated
operations and activities. This would be achieved by undergoing a corporate
restructuring into a holding company structure. In the holding company structure
proposed, the Company will become a wholly-owned subsidiary of a holding
company, and each share of the common stock of the Company will be converted
into a share of common stock of the holding company. In connection with the
formation of the holding company structure, all of the Company's interests in
all of its operating unregulated subsidiaries will be transferred to the holding
company and, to the extent new businesses are subsequently acquired or
commenced, they will also be financed and owned by the holding company. An
application for the DPUC's approval of this corporate restructuring was filed on
November 13, 1998. DPUC hearings on the corporate unbundling plan and corporate
restructuring commenced on February 18, 1999. In a decision dated May 19, 1999,
the DPUC approved the proposed corporate restructuring. The proposed corporate
restructuring is also subject to approval by the Company's common stock
shareowners and by the Federal Energy Regulatory Commission and the Nuclear
Regulatory Commission.
On March 24, 1999, the Company applied to the DPUC for a calculation of
the Company's stranded costs that will be recovered by it in the future through
the competitive transition assessment under the Restructuring Act. In a decision
dated August 4, 1999, the DPUC determined that the Company's stranded costs
total $801.3 million, consisting of $160.4 million of above-market long-term
purchased power contract obligations, $153.3 million of generation-related
regulatory assets (net of related tax and accounting offsets), and $487.6
million of above-market investments in nuclear generating units (net of $26.4
million of gains from generation asset sales and other offsets related to
generation assets). The DPUC decision provides that these stranded cost amounts
are subject to true-ups, adjustments and potential additional future offsets, in
accordance with the Restructuring Act.
Under the Restructuring Act, 35% of the Company's customers will be able
to choose their power supply providers on and after January 1, 2000, and all of
the Company's customers will be able to choose their power supply providers as
of July 1, 2000. On and after January 1, 2000 and through December 31, 2003, the
Company will be required to offer fully-bundled "standard offer" electric
service, under regulated rates, to all customers who do not choose an alternate
power supply provider. The standard offer rates will include the fully-bundled
price of generation, transmission and distribution services, the competitive
transition assessment, the systems benefits charge and the conservation, load
management and renewable energy charges. The fully-bundled standard offer rates
must
- 10 -
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
be at least 10% below the average fully-bundled prices in 1996. The Company has
already delivered about 4.8% of this decrease, in bill reductions through 1998.
In March of 1999, the DPUC commenced a proceeding to determine what the
Company's standard offer rates should be. In April, May and June of 1999, the
Company filed descriptive material, data and supporting testimony with the DPUC
setting forth the Company's overall approach for determining the components of
its standard offer rates, and for continuation of the five-year Rate Plan
ordered by the DPUC in its 1996 financial and operational review of the Company
(see below) through the four-year standard offer period. On July 27, 1999, the
Company and Enron Capital & Trade Resources Corp. (Enron) filed with the DPUC a
joint stipulation and settlement proposal to resolve simultaneously all of the
issues in the Company's standard offer rate proceeding. The proposal includes an
arrangement between the Company and Enron with respect to the generation
services needed by the Company to meet its standard offer obligations for the
four-year standard offer period, and an assumption by Enron of the Company's
long-term purchased power contract obligations. The stipulation and settlement
proposal also provides for the Company's standard offer rates at a fully-bundled
level that complies with the 10% reduction required by the Restructuring Act,
including the generation services component of these rates, the Company's
stranded costs for purposes of future recovery, the competitive transition
assessment, systems benefits charge, delivery (transmission and distribution)
charges, and conservation, load management and renewable energy charges. The
Company also requests that a purchased power adjustment clause authorized by the
Restructuring Act be put in place to adjust standard offer rates for limited
purposes, and that the Company's five-year Rate Plan, as modified and
supplemented by the stipulation and settlement proposal, be continued during the
four-year standard offer period. UI believes that the global stipulation and
settlement proposal (i) effectuates the Company's standard offer power
procurement in a manner that will assure the Company's customers reliable
standard offer generation services, (ii) provides a fair standard offer power
supply component that will enable retail generation suppliers to compete to
serve end-use customers, (iii) buys out the Company's power purchase agreements
on a satisfactory basis, (iv) resolves a potentially contentious adjudication of
the Company's recoverable stranded costs, and (v) clears the way for the Company
to focus on the energy delivery business, including the new complexities
associated with the onset of retail competition.
FIVE-YEAR RATE PLAN
- -------------------
On December 31, 1996, the DPUC completed a financial and operational
review of the Company and ordered a five-year incentive regulation plan for the
years 1997 through 2001 (the Rate Plan). The DPUC did not change the existing
base rates charged to retail customers, but did provide for retail customer
price reductions of about 5% compared to 1996 and phased-in over 1997-2001; 3%
in 1997 compared to 1996, an additional 1% in 2000 and another 1% in 2001
compared to 1996. The price reductions are accomplished primarily through
reductions of conservation adjustment mechanism revenues, through a surcredit in
each of the five plan years, and through acceptance of the Company's proposal to
modify the operation of the fossil fuel clause mechanism. The Rate Plan also
increased amortization of the Company's conservation and load management program
investments during 1997-1998, and accelerated the amortization recovery of
unspecified assets during 1999-2001 if the Company's return on utility common
stock equity exceeds 10.5%, on an annual basis, after recording the
amortization. The specified accelerated amortizations for 1999-2001, on an
after-tax basis, are $12.1 million, $29.7 million and $32.8 million,
respectively. The Company's authorized return on utility common stock equity
under the Rate Plan is 11.5%, on an annual basis. Earnings above 11.5% are to be
"shared" by utilizing one-third for retail customer price reductions, one-third
for increased amortization of regulatory assets, and one-third retained as
earnings.
The Rate Plan had significant impacts on the Company's 1998 financial
results. Retail customer prices actually decreased by approximately 4.8% in 1998
compared to 1996. Also in 1998, all of the increased amortization of the
Company's conservation and load management program investments prescribed by the
Rate Plan were recorded. No "shared" earnings were recorded in 1998 because
one-time items reduced the Company's return on utility common stock equity to
less than 11.5%, although earnings from operations, excluding one-time items,
would have
- 11 -
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
been above 11.5% and "sharing" would have occurred based on earnings from
operations alone. See "Results of Operations" for a more complete discussion of
these results.
The Rate Plan was reopened in 1998, in accordance with its terms, to
determine the assets to be subjected to accelerated recovery in 1999, 2000 and
2001. The DPUC decided on February 10, 1999 that $12.1 million of the Company's
regulatory tax assets will be subjected to accelerated recovery in 1999. The
DPUC has not yet determined the assets to be subjected to recovery after 1999.
The Rate Plan also includes a provision that it may be reopened and modified
upon the enactment of electric utility restructuring legislation in Connecticut
and, as a consequence of the 1998 Restructuring Act described above, the Rate
Plan may be reopened and modified. However, aside from implementing an
additional price reduction in 2000 to achieve the minimum aggregate 10% price
reduction compared to 1996 required by the Restructuring Act and the probable
reductions in the accelerated amortizations scheduled in the Rate Plan, the
Company is unable to predict, at this time, in what other respects the Rate Plan
may be modified on account of this legislation.
(E) SHORT-TERM CREDIT ARRANGEMENTS
The Company has a revolving credit agreement with a group of banks, which
currently extends to December 8, 1999. The borrowing limit of this facility is
$75 million. The facility permits the Company to borrow funds at a fluctuating
interest rate determined by the prime lending market in New York, and also
permits the Company to borrow money for fixed periods of time specified by the
Company at fixed interest rates determined by either the Eurodollar interbank
market in London, or by bidding, at the Company's option. If a material adverse
change in the business, operations, affairs, assets or condition, financial or
otherwise, or prospects of the Company and its subsidiaries, on a consolidated
basis, should occur, the banks may decline to lend additional money to the
Company under this revolving credit agreement, although borrowings outstanding
at the time of such an occurrence would not then become due and payable. As of
June 30, 1999, the Company had $46 million in short-term borrowings outstanding
under this facility.
In addition, as of June 30, 1999, one of the Company's indirect
subsidiaries, American Payment Systems, Inc., had borrowings of $2.6 million
outstanding under a bank line of credit agreement.
- 12 -
<PAGE>
<TABLE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
<CAPTION>
Three Months Ended Six Months Ended
(F) INCOME TAXES June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income tax expense consists of: (000's) (000's) (000's) (000's)
Income tax provisions:
Current
Federal $63,457 $8,907 $75,794 $19,626
State 16,512 2,583 19,731 5,709
------------ ------------ ------------ ------------
Total current 79,969 11,490 95,525 25,335
------------ ------------ ------------ ------------
Deferred
Federal (51,490) (2,143) (51,644) (3,694)
State (14,185) (886) (14,763) (1,586)
------------ ------------ ------------ ------------
Total deferred (65,675) (3,029) (66,407) (5,280)
------------ ------------ ------------ ------------
Investment tax credits (191) (191) (381) (381)
------------ ------------ ------------ ------------
Total income tax expense $14,103 $8,270 $28,737 $19,674
============ ============ ============ ============
Income tax components charged as follows:
Operating expenses $15,851 $11,193 $31,376 $22,680
Other income and deductions - net (1,748) (2,923) (2,639) (3,006)
------------ ------------ ------------ ------------
Total income tax expense $14,103 $8,270 $28,737 $19,674
============ ============ ============ ============
The following table details the components
of the deferred income taxes:
Tax gain on sale of generation assets ($70,222) - ($70,222) -
Seabrook sale/leaseback transaction (2,082) (2,180) (4,164) (4,361)
Pension benefits 580 383 2,105 983
Accelerated depreciation 1,250 1,534 2,500 3,068
Tax depreciation on unrecoverable plant investment 1,186 1,212 2,374 2,424
Unit overhaul and replacement power costs 3,116 860 2,218 462
Conservation and load management (872) (2,006) (1,745) (4,013)
Postretirement benefits (265) (106) (698) (208)
Displaced worker protection costs 2,215 - 2,215 -
Other - net (581) (2,726) (990) (3,635)
------------ ------------ ------------ ------------
Deferred income taxes - net ($65,675) ($3,029) ($66,407) ($5,280)
============ ============ ============ ============
</TABLE>
- 13 -
<PAGE>
<TABLE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(G) SUPPLEMENTARY INFORMATION
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
(000's) (000's) (000's) (000's)
Operating Revenues
- ------------------
Retail $155,538 $149,222 $307,929 $295,767
Wholesale 5,676 8,446 19,269 23,261
Other 3,319 2,124 6,002 3,238
------------ ------------ ------------ -------------
Total Operating Revenues $164,533 $159,792 $333,200 $322,266
============ ============ ============ =============
Sales by Class(MWH's)
- ---------------------
Retail
Residential 443,304 420,484 977,072 908,813
Commercial 591,114 566,975 1,144,912 1,131,764
Industrial 292,199 292,989 561,259 558,617
Other 11,850 11,848 24,049 24,021
------------ ------------ ------------ -------------
1,338,467 1,292,296 2,707,292 2,623,215
Wholesale 205,837 255,472 858,583 763,789
------------ ------------ ------------ -------------
Total Sales by Class 1,544,304 1,547,768 3,565,875 3,387,004
============ ============ ============ =============
Depreciation
- ------------
Plant in Service $11,916 $14,331 $26,571 $28,661
Amortization Conservation and
Load Management Costs 2,418 5,656 4,836 11,313
Nuclear Decommissioning 1,284 645 1,950 1,464
------------ ------------ ------------- -------------
$15,618 $20,632 $33,357 $41,438
============ ============ ============ =============
Other Taxes
- -----------
Charged to:
Operating:
State gross earnings $5,898 $5,550 $11,752 $11,171
Local real estate and personal property 4,349 5,419 10,675 10,901
Payroll taxes 1,225 1,341 3,054 3,197
------------ ------------ ------------ -------------
11,472 12,310 25,481 25,269
Nonoperating and other accounts 158 145 292 293
------------ ------------ ------------ -------------
Total Other Taxes $11,630 $12,455 $25,773 $25,562
============ ============ ============ =============
Other Income and (Deductions) - net
- -----------------------------------
Interest income $462 $340 $1,129 $660
Equity earnings from Connecticut Yankee 143 218 324 525
Earnings (Loss) from subsidiary companies (2,314) (4,723) (3,520) (4,528)
Miscellaneous other income and (deductions) - net (671) (296) (782) (673)
------------ ------------ ------------ -------------
Total Other Income and (Deductions) - net ($2,380) ($4,461) ($2,849) ($4,016)
============ ============ ============ =============
Other Interest Charges
- ----------------------
Notes Payable $359 $797 $1,643 $1,315
Other 461 635 1,033 961
------------ ------------ ------------ -------------
Total Other Interest Charges $820 $1,432 $2,676 $2,276
============ ============ ============ =============
</TABLE>
- 14 -
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(K) FUEL FINANCING OBLIGATIONS AND OTHER LEASE OBLIGATIONS
The Company had a Fossil Fuel Supply Agreement with a financial institution
providing for the financing of up to $37.5 million of fossil fuel purchases. On
April 16, 1999, the Company sold all of its operating non-nuclear generation
facilities to an unaffiliated entity. See Note (C) "Rate-Related Regulatory
Proceedings". As a result, the Company no longer has a need to acquire fossil
fuel. The Company and the financial institution agreed to terminate this
agreement as of May 31,1999.
(L) COMMITMENTS AND CONTINGENCIES
CAPITAL EXPENDITURE PROGRAM
The Company's continuing capital expenditure program is presently estimated
at $130.8 million, excluding AFUDC, for 1999 through 2003.
NUCLEAR INSURANCE CONTINGENCIES
The Price-Anderson Act, currently extended through August 1, 2002, limits
public liability resulting from a single incident at a nuclear power plant. The
first $200 million of liability coverage is provided by purchasing the maximum
amount of commercially available insurance. Additional liability coverage will
be provided by an assessment of up to $83.9 million per incident, levied on each
of the nuclear units licensed to operate in the United States, subject to a
maximum assessment of $10 million per incident per nuclear unit in any year. In
addition, if the sum of all public liability claims and legal costs resulting
from any nuclear incident exceeds the maximum amount of financial protection,
each reactor operator can be assessed an additional 5% of $83.9 million, or $4.2
million. The maximum assessment is adjusted at least every five years to reflect
the impact of inflation. With respect to each of the three nuclear generating
units in which the Company has an interest, the Company will be obligated to pay
its ownership and/or leasehold share of any statutory assessment resulting from
a nuclear incident at any nuclear generating unit. Based on its interests in
these nuclear generating units, the Company estimates its maximum liability
would be $17.8 million per incident. However, any assessment would be limited to
$2.1 million per incident per year.
The NRC requires each nuclear generating unit to obtain property insurance
coverage in a minimum amount of $1.06 billion and to establish a system of
prioritized use of the insurance proceeds in the event of a nuclear incident.
The system requires that the first $1.06 billion of insurance proceeds be used
to stabilize the nuclear reactor to prevent any significant risk to public
health and safety and then for decontamination and cleanup operations. Only
following completion of these tasks would the balance, if any, of the segregated
insurance proceeds become available to the unit's owners. For each of the three
nuclear generating units in which the Company has an interest, the Company is
required to pay its ownership and/or leasehold share of the cost of purchasing
such insurance. Although each of these units has purchased $2.75 billion of
property insurance coverage, representing the limits of coverage currently
available from conventional nuclear insurance pools, the cost of a nuclear
incident could exceed available insurance proceeds. Under those circumstances,
the nuclear insurance pools that provide this coverage may levy assessments
against the insured owner companies if pool losses exceed the accumulated funds
available to the pool. The maximum potential assessments against the Company
with respect to losses occurring during current policy years are approximately
$3.1 million.
OTHER COMMITMENTS AND CONTINGENCIES
CONNECTICUT YANKEE
On December 4, 1996, the Board of Directors of the Connecticut Yankee
Atomic Power Company (Connecticut Yankee) voted unanimously to retire the
Connecticut Yankee nuclear plant (the Connecticut Yankee Unit) from
- 15 -
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
commercial operation. The Company has a 9.5% stock ownership share in
Connecticut Yankee. The power purchase contract under which the Company has
purchased its 9.5% entitlement to the Connecticut Yankee Unit's power output
permits Connecticut Yankee to recover 9.5% of all of its costs from UI. In
December of 1996, Connecticut Yankee filed decommissioning cost estimates and
amendments to the power contracts with its owners with the Federal Energy
Regulatory Commission (FERC). Based on regulatory precedent, this filing seeks
confirmation that Connecticut Yankee will continue to collect from its owners
its decommissioning costs, the unrecovered investment in the Connecticut Yankee
Unit and other costs associated with the permanent shutdown of the Connecticut
Yankee Unit. On August 31, 1998, a FERC Administrative Law Judge (ALJ) released
an initial decision regarding Connecticut Yankee's December 1996 filing. The
initial decision contains provisions that would allow Connecticut Yankee to
recover, through the power contracts with its owners, the balance of its net
unamortized investment in the Connecticut Yankee Unit, but would disallow
recovery of a portion of the return on Connecticut Yankee's investment in the
unit. The ALJ's decision also states that decommissioning cost collections by
Connecticut Yankee, through the power contracts, should continue to be based on
a previously-approved estimate until a new, more reliable estimate has been
prepared and tested. During October of 1998, Connecticut Yankee and its owners
filed briefs setting forth exceptions to the ALJ's initial decision. If this
initial decision is upheld by the FERC, Connecticut Yankee could be required to
write off a portion of the regulatory asset on its Balance Sheet associated with
the retirement of the Connecticut Yankee Unit. In this event, however, the
Company would not be required to record any write-off on account of its 9.5%
ownership share in Connecticut Yankee, because the Company has recorded its
regulatory asset associated with the retirement of the Connecticut Yankee Unit
net of any return on investment. The Company cannot predict, at this time, the
outcome of the FERC proceeding. However, the Company will continue to support
Connecticut Yankee's efforts to contest the ALJ's initial decision.
The Company's estimate of its remaining share of Connecticut Yankee costs,
including decommissioning, less return of investment (approximately $10.2
million) and return on investment (approximately $4.4 million) at June 30, 1999,
is approximately $29.1 million. This estimate, which is subject to ongoing
review and revision, has been recorded by the Company as an obligation and a
regulatory asset on the Consolidated Balance Sheet.
HYDRO-QUEBEC
The Company is a participant in the Hydro-Quebec transmission intertie
facility linking New England and Quebec, Canada. Phase I of this facility, which
became operational in 1986 and in which the Company has a 5.45% participating
share, has a 690 megawatt equivalent capacity value; and Phase II, in which the
Company has a 5.45% participating share, increased the equivalent capacity value
of the intertie from 690 megawatts to a maximum of 2000 megawatts in 1991. A
Firm Energy Contract, which currently provides for the sale of 9 million
megawatt-hours per year by Hydro-Quebec to the New England participants in the
Phase II facility, is scheduled to expire in September of 2001, but is subject
to extension in order to remedy deficiencies in deliveries of energy by
Hydro-Quebec. Additionally, the Company is obligated to furnish a guarantee for
its participating share of the debt financing for the Phase II facility. As of
June 30, 1999, the Company's guarantee liability for this debt was approximately
$6.5 million.
ENVIRONMENTAL CONCERNS
In complying with existing environmental statutes and regulations and
further developments in areas of environmental concern, including legislation
and studies in the fields of water quality, hazardous waste handling and
disposal, toxic substances, and electric and magnetic fields, the Company may
incur substantial capital expenditures for equipment modifications and
additions, monitoring equipment and recording devices, and it may incur
additional operating expenses. Litigation expenditures may also increase as a
result of scientific investigations, and speculation and debate, concerning the
possibility of harmful health effects of electric and magnetic fields. The total
amount of these expenditures is not now determinable.
- 16 -
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SITE DECONTAMINATION, DEMOLITION AND REMEDIATION COSTS
The Company has estimated that the total cost of decontaminating and
demolishing its Steel Point Station and completing requisite environmental
remediation of the site will be approximately $11.3 million, of which
approximately $8.3 million had been incurred as of June 30, 1999, and that the
value of the property following remediation will not exceed $6.0 million. As a
result of a 1992 DPUC retail rate decision, beginning January 1, 1993, the
Company has been recovering through retail rates $1.075 million of the
remediation costs per year. The remediation costs, property value and recovery
from customers will be subject to true-up in the Company's next retail rate
proceeding based on actual remediation costs and actual gain on the Company's
disposition of the property.
The Company is presently remediating an area of PCB contamination at a
site, bordering the Mill River in New Haven, that contains transmission
facilities and the deactivated English Station generation facilities.
Remediation costs, including the repair and/or replacement of approximately 560
linear feet of sheet piling, are currently estimated at $7.5 million. In
addition, the Company is planning to repair and/or replace the remaining
deteriorated sheet piling bordering the English Station property, at an
additional estimated cost of $10.0 million.
As described at Note (C) "Rate-Regulated Regulatory Proceedings" above, the
Company has sold its Bridgeport Harbor Station and New Haven Harbor Station
generating plants in compliance with Connecticut's electric utility industry
restructuring legislation. Environmental assessments performed in connection
with the marketing of these plants indicate that substantial remediation
expenditures will be required in order to bring the plant sites into compliance
with applicable Connecticut minimum standards following their sale. The
purchaser of the plants has agreed to undertake and pay for the major portion of
this remediation. However, the Company will be responsible for remediation of
the portions of the plant sites that will be retained by it.
(M) NUCLEAR FUEL DISPOSAL AND NUCLEAR PLANT DECOMMISSIONING
New Hampshire has enacted a law requiring the creation of a
government-managed fund to finance the decommissioning of nuclear generating
units in that state. The New Hampshire Nuclear Decommissioning Financing
Committee (NDFC) has established $497 million (in 1999 dollars) as the
decommissioning cost estimate for Seabrook Unit 1, of which the Company's share
would be approximately $87 million. This estimate assumes the prompt removal and
dismantling of the unit at the end of its estimated 36-year energy producing
life. Monthly decommissioning payments are being made to the state-managed
decommissioning trust fund. UI's share of the decommissioning payments made
during the first six months of 1999 was $1.2 million. UI's share of the fund at
June 30, 1999 was approximately $18.7 million.
Connecticut has enacted a law requiring the operators of nuclear generating
units to file periodically with the DPUC their plans for financing the
decommissioning of the units in that state. The current decommissioning cost
estimate for Millstone Unit 3 is $560 million (in 1999 dollars), of which the
Company's share would be approximately $21 million. This estimate assumes the
prompt removal and dismantling of the unit at the end of its estimated 40-year
energy producing life. Monthly decommissioning payments, based on these cost
estimates, are being made to a decommissioning trust fund managed by Northeast
Utilities (NU). UI's share of the Millstone Unit 3 decommissioning payments made
during the first six months of 1999 was $244,000. UI's share of the fund at June
30, 1999 was approximately $7.3 million. The current decommissioning cost
estimate for the Connecticut Yankee Unit, assuming the prompt removal and
dismantling of the unit commencing in 1997, is $476 million, of which UI's share
would be $45 million. Through June 30, 1999, $123 million has been expended for
decommissioning. The projected remaining decommissioning cost is $353 million,
of which UI's share would be $34 million. The decommissioning trust fund for the
Connecticut Yankee Unit is also managed by NU. For the Company's 9.5% equity
ownership in Connecticut Yankee, decommissioning costs of $1.2 million were
funded by UI during the first six months of 1999, and UI's share of the fund at
June 30, 1999 was $21.6 million.
- 17 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
MAJOR INFLUENCES ON FINANCIAL CONDITION
In April 1998, Connecticut enacted Public Act 98-28 (the Restructuring
Act), a massive and complex statute designed to restructure the State's
regulated electric utility industry. See Note (C), "Rate-Related Regulatory
Proceedings", for a discussion of the Restructuring Act and its impact on the
Company.
The Company's financial condition will continue to be dependent on the
level of its retail and wholesale sales and the Company's ability to control
expenses. The two primary factors that affect sales volume are economic
conditions and weather. Total operation and maintenance expense, excluding
one-time items and cogeneration capacity purchases, declined by 1.1%, on
average, during the past 5 years. There will be significant changes to operation
and maintenance expense and other expenses in 1999, partly as a result of the
Generation Asset Divestiture described in "Looking Forward" below.
The Company's financial status and financing capability will continue to be
sensitive to many other factors, including conditions in the securities markets,
economic conditions, interest rates, the level of the Company's income and cash
flow, and legislative and regulatory developments, including the cost of
compliance with increasingly stringent environmental legislation and regulations
and competition within the electric utility industry.
Currently, the Company's electric service rates are subject to regulation
and are based on the Company's costs. Therefore, the Company, and most regulated
utilities, are subject to certain accounting standards (Statement of Financial
Accounting Standards No. 71, "Accounting for the Effects of Certain Types of
Regulation" (SFAS No. 71)) that are not applicable to other businesses in
general. These accounting rules allow a regulated utility, where appropriate, to
defer the income statement impact of certain costs that are expected to be
recovered in future regulated service rates and to establish regulatory assets
on its balance sheet for such costs. The effects of competition or a change in
the cost-based regulatory structure could cause the operations of the Company,
or a portion of its assets or operations, to cease meeting the criteria for
application of these accounting rules. The Company expects to continue to meet
these criteria in the foreseeable future. The Restructuring Act enacted in
Connecticut in 1998 provides for the Company to recover in future regulated
service rates previously deferred costs through ongoing assessments to be
included in such rates. If the Company, or a portion of its assets or
operations, were to cease meeting these criteria, accounting standards for
businesses in general would become applicable and immediate recognition of any
previously deferred costs, or a portion of deferred costs, would be required in
the year in which the criteria are no longer met, if such deferred costs are not
recoverable in that portion of the business that continues to meet the criteria
for the application of SFAS No. 71. If this change in accounting were to occur,
it could have a material adverse effect on the Company's earnings and retained
earnings in that year and could have a material adverse effect on the Company's
ongoing financial condition as well.
- 18 -
<PAGE>
<TABLE>
CAPITAL EXPENDITURE PROGRAM
The Company's 1999-2003 capital expenditure program, excluding allowance
for funds used during construction and its effect on certain capital-related
items, is presently budgeted as follows:
<CAPTION>
1999 2000 2001 2002 2003 TOTAL
---- ---- ---- ---- ---- -----
(000's)
<S> <C> <C> <C> <C> <C> <C> <C>
Generation (1) $4,891 $4,229 $2,435 $1,851 $1,280 $14,686
Distribution and Transmission 16,954 15,761 11,470 11,509 12,816 68,510
Other 6,443 5,238 2,731 2,543 1,949 18,904
------ ------ ------ ------ ------ -------
Subtotal 28,288 25,228 16,636 15,903 16,045 102,100
Nuclear Fuel 2,413 9,298 6,774 2,953 7,302 28,740
------ ------ ------ ------ ------ -------
Total Expenditures $30,701 $34,526 $23,410 $18,856 $23,347 $130,840
======= ======= ======= ======= ======= ========
Rate Base and Other Selected Data:
Depreciation
Book Plant (1) $50,200 $48,120 $48,636 $48,910 $49,531
Conservation Assets 5,048 0 0 0 0
Decommissioning 2,781 2,892 3,007 3,128 3,253
Additional Required Amortization
Regulatory Tax Assets (pre-tax
and after-tax) 12,096 0 0 0 0
Other Regulatory Assets (pre-tax)(2) 0 49,500 54,500 0 0
Amortization of Deferred
Return on Seabrook Unit 1
Phase-In (after-tax) 12,586 0 0 0 0
Estimated Rate Base
(end of period) 849,684
(average) 920,367
</TABLE>
(1) Reflects divestiture of operating fossil-fueled generation plant on April
16, 1999. See Note (C), "Rate-Related Regulatory Proceedings", for a
description of this divestiture. Remaining operating generation is
nuclear, excluding nuclear fuel.
(2) Additional amortization of unspecified regulatory assets, as ordered by
the Connecticut Department of Public Utility Control in its December 31,
1996 retail rate order, provided that, as expected, common equity return
on utility investment exceeds 10.5% after recording the additional
amortization. Substantially all of this accelerated amortization may have
to be eliminated in order to achieve the minimum 10% price reduction
(compared to the average fully bundled prices in effect during 1996),
while providing for the added costs imposed by Public Act 98-28, a
statute enacted by Connecticut, designed to restructure the State's
regulated electric utility industry. See Note (C), "Rate-Related
Regulatory Proceedings", for a discussion of this statute.
- 19 -
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had $26.4 million of cash and temporary cash
investments, including the Seabrook Unit 1 operating deposit, but excluding
restricted cash of American Payments Systems, Inc., a decrease of $75.0 million
from the corresponding balance at December 31, 1998. The components of this
decrease, which are detailed in the Consolidated Statement of Cash Flows, are
summarized as follows:
(Millions)
Balance, December 31, 1998 $ 101.4
------
Net cash provided by operating activities 14.3
Net cash provided by (used in) financing activities:
- Financing activities, excluding dividend payments (253.5)
- Dividend payments (20.3)
Net cash provided by investing activities, excluding
investment in plant 5.5
Net cash provided from sale of generation assets 270.6
Cash invested in unregulated generation facility (75.1)
Cash invested in plant, including nuclear fuel (16.5)
-----
Net Change in Cash (75.0)
Balance, June 30, 1999 $26.4
====
The Company's capital requirements are presently projected as follows:
<TABLE>
<CAPTION>
1999 2000 2001 2002 2003
---- ---- ---- ---- ----
(millions)
<S> <C> <C> <C> <C> <C>
Cash on Hand - Beginning of Year (1) $101.4 $ - $ - $46.0 $ 1.3
Internally Generated Funds less Dividends (2) 91.4 82.6 84.7 89.5 91.5
Net Proceeds from Sale of Fossil Generation Plants 200.4 - - - -
----- ---- ---- ----- -----
Subtotal 393.2 82.6 84.7 135.5 92.8
Less:
Utility Capital Expenditures (2) 30.7 34.5 23.4 18.9 23.3
Investments in subsidiaries (3) 110.0 15.0 15.0 15.0 15.0
----- ---- ---- ----- -----
Cash Available to pay Debt Maturities and Redemptions 252.5 33.1 46.3 101.6 54.5
Less:
Maturities and Mandatory Redemptions 69.6 0.4 0.3 100.3 100.5
Optional Redemptions 125.0 50.0 - - -
Repayment of Short-Term Borrowings 80.0 - - - -
----- ---- ---- ----- -----
External Financing Requirements (Surplus) (2) $22.1 $17.3 $(46.0) $(1.3) $46.0
==== ==== ====== ===== ====
</TABLE>
(1) Includes Seabrook Unit 1 operating deposit, but not restricted cash of
American Payment Systems, Inc. of $23.1 million.
(2) Internally Generated Funds less Dividends, Capital Expenditures and
External Financing Requirements are estimates based on current earnings and
cash flow projections, including the implementation of the legislative
mandate to achieve a 10% price reduction from December 31, 1996 price
levels by the year 2000. Connecticut's Restructuring Act, described at Note
(C), "Rate-Related Regulatory Proceedings", required the Company to
- 20 -
<PAGE>
divest itself of its fossil-fueled generating plants and requires it to
attempt to divest itself of its ownership interests in nuclear-fueled
generating units prior to January 1, 2004. This forecast reflects the net
after-tax proceeds from the divestiture of fossil-fueled generation plants
on April 16, 1999. All of these estimates are subject to change due to
future events and conditions that may be substantially different from those
used in developing the projections.
(3) Investment for 1999 in United Bridgeport Energy $85.0 million, Allan
Electric Co., Inc. $8.0 million, Precision Power, Inc. $14.0 million and
United Resources, Inc. $4.0 million. Forward estimates are targets
necessary to meet earnings growth goals.
All of the Company's capital requirements that exceed available cash will
have to be provided by external financing. Although the Company has no
commitment to provide such financing from any source of funds, other than a $75
million revolving credit agreement with a group of banks, described below, the
Company expects to be able to satisfy its external financing needs by issuing
additional short-term and long-term debt. The continued availability of these
methods of financing will be dependent on many factors, including conditions in
the securities markets, economic conditions, and the level of the Company's
income and cash flow.
The Company has a revolving credit agreement with a group of banks, which
currently extends to December 8, 1999. The borrowing limit of this facility is
$75 million. The facility permits the Company to borrow funds at a fluctuating
interest rate determined by the prime lending market in New York, and also
permits the Company to borrow money for fixed periods of time specified by the
Company at fixed interest rates determined by either the Eurodollar interbank
market in London, or by bidding, at the Company's option. If a material adverse
change in the business, operations, affairs, assets or condition, financial or
otherwise, or prospects of the Company and its subsidiaries, on a consolidated
basis, should occur, the banks may decline to lend additional money to the
Company under this revolving credit agreement, although borrowings outstanding
at the time of such an occurrence would not then become due and payable. As of
June 30, 1999, the Company had $46 million in short-term borrowings outstanding
under this facility.
SUBSIDIARY OPERATIONS
UI has one wholly-owned subsidiary, United Resources, Inc. (URI), that
serves as the parent corporation for several unregulated businesses, each of
which is incorporated separately to participate in business ventures that will
complement UI's regulated electric utility business and provide long-term
rewards to UI's shareowners.
URI has four wholly-owned subsidiaries. American Payment Systems, Inc.
manages a national network of agents for the processing of bill payments made by
customers of UI and other utilities. It manages agent networks in 36 states and
processed approximately $7.5 billion in customer payments during 1998,
generating operating revenues of approximately $33.7 million and operating
income of approximately $1.7 million. Another subsidiary of URI, Thermal
Energies, Inc., owns and operates heating and cooling energy centers in
commercial and institutional buildings, and is participating in the development
of district heating and cooling facilities in the downtown New Haven area,
including the energy center for an office tower and participation as a 52%
partner in the energy center for a city hall and office tower complex. A third
URI subsidiary, Precision Power, Inc. and its subsidiaries, provide
power-related equipment and services to the owners of commercial buildings,
government buildings and industrial facilities. URI's fourth subsidiary, United
Bridgeport Energy, Inc., is a 33 1/3% owner of Bridgeport Energy, LLC, which
owns and operates a 500-megawatt merchant wholesale electric generating facility
in Bridgeport, Connecticut.
RESULTS OF OPERATIONS
Second Quarter of 1999 vs. Second Quarter of 1998
- -------------------------------------------------
Earnings for the second quarter of 1999 were $13.9 million, or $.99 per
share (on both a basic and diluted basis), up $8.5 million, or $.60 per share,
from the second quarter of 1998. Excluding the one-time item recorded in the
second quarter of 1998, earnings from operations were up $5.6 million, or $.39
per share. There were no one-time items recorded in the second quarter of 1999.
- 21 -
<PAGE>
The one-time item recorded in the second quarter of 1998 was:
One-time Item EPS
- --------------------------------------------------------------------------------
1998 Quarter 2 Subsidiary reserve for agent collection shortfalls
and other potentially uncollectible receivables $(.21)
- --------------------------------------------------------------------------------
Retail revenues from operations increased by $6.3 million in the second
quarter of 1999 compared to the second quarter of 1998, as electric revenues
increased for the reasons detailed below. Retail fuel and energy expense
increased by $6.3 million, primarily from higher purchased power prices as a
result of the Company's transition from a producer to a purchaser of its
customers' energy requirements. Overall, retail sales margin from operations
decreased by $0.7 million. The principal components of the change in retail
sales margin for the quarter, year-over-year, include:
$ millions
- --------------------------------------------------------------------- ----------
Revenue from:
- --------------------------------------------------------------------- ----------
Estimate of "real" retail sales growth, up 3.0% 4.6
- --------------------------------------------------------------------- ----------
Estimate of weather effect on retail sales, up 1.4% 2.2
- --------------------------------------------------------------------- ----------
Sales decrease from Yale University cogeneration, (0.8)% (1.2)
- --------------------------------------------------------------------- ----------
Price mix of sales and other 0.7
- --------------------------------------------------------------------- ----------
Fuel and energy, margin effect:
- -------------------------------------------------------------------- -----------
Sales increase (1.1)
- ------------------------------------------------------------------- ------------
Nuclear fuel prices and refueling outage replacement costs (3.1)
- ------------------------------------------------------------------- ------------
Replacement power for fossil unit outage in 1998 1.7
- ------------------------------------------------------------------- ------------
Fossil fuel and purchased energy prices (3.7)
- ------------------------------------------------------------------- ------------
On April 16, 1999, the Company completed the sale of its
operating fossil-fueled generating plants and existing wholesale
sales contracts that was required by Connecticut's electric
utility industry restructuring legislation. As a result, the
"geography" of the Company's costs on the income statement and,
hence, the year-over-year variances, have changed and will change
significantly beginning in the second quarter. This particularly
relates to wholesale revenue, retail purchased energy and fossil
fuel expenses, operation and maintenance expense, depreciation
and interest charges. For example, the increased purchased energy
costs included in the table above are more than offset by some of
the decline in miscellaneous operation and maintenance expense,
due principally to the sale of generating plants, shown in the
table below, and to decreases in depreciation and property taxes.
See the "Looking Forward" section for more details.
Net wholesale margin (wholesale revenue less wholesale expense) decreased
by $1.6 million in the second quarter of 1999 compared to the second quarter of
1998 from lower wholesale capacity sales resulting from the generation asset
sale. Other operating revenues, which include NEPOOL related transmission
revenues, increased by $1.2 million. NEPOOL transmission revenues are
recoveries, for the most part, of NEPOOL transmission expense and simply reflect
new accounting requirements implemented by the Federal Energy Regulatory
Commission.
- 22 -
<PAGE>
Operating expenses for operations, maintenance and purchased capacity
charges decreased by $6.2 million in the second quarter of 1999 compared to the
second quarter of 1998. The principal components of these expense changes
include:
$ millions
- --------------------------------------------------------------------- ----------
Capacity expense:
- --------------------------------------------------------------------- ----------
Connecticut Yankee (0.1)
- --------------------------------------------------------------------- ----------
Cogeneration and other purchases (0.2)
- --------------------------------------------------------------------- ----------
Other O&M expense:
- --------------------------------------------------------------------- ----------
Seabrook Unit 1 (refueling outage and accruals) 2.5
- --------------------------------------------------------------------- ----------
Millstone Unit 3 (refueling outage and accruals) 0.5
- --------------------------------------------------------------------- ----------
Other expenses at nuclear units (0.8)
- --------------------------------------------------------------------- ----------
Fossil generation unit overhaul and outage costs (4.3)
- --------------------------------------------------------------------- ----------
NEPOOL transmission expense 0.6
- --------------------------------------------------------------------- ----------
Other miscellaneous, including impact of generation asset sale (4.4)
- --------------------------------------------------------------------- ----------
Depreciation expense decreased by $1.7 million in the second quarter of
1999 compared to the second quarter of 1998, due primarily to the generation
asset sale. Property tax expense decreased by $1.1 million due to this sale.
On December 31, 1996, the Connecticut Department of Public Utility Control
issued an order that implemented a five-year Rate Plan to reduce the Company's
retail prices and accelerate the recovery of certain "regulatory assets".
According to the Rate Plan, under which the Company is currently operating,
"accelerated" amortization of past utility investments is scheduled for every
year that the Rate Plan is in effect, contingent upon the Company earning a
10.5% return on utility common stock equity. All of the scheduled accelerated
amortization for 1998, amounting to $13.1 million (before-tax, $8.5 million
after-tax), was recorded against earnings from operations in 1998. One-fourth of
the total, or $3.3 million (before-tax, $2.1 million after-tax), was recorded in
each quarter. The Company is amortizing regulatory income tax assets for the
1999 amount, totaling $12.1 million (after-tax, about $20 million in pre-tax
equivalent), one-fourth of it, or $3.0 million (after-tax, about $5 million in
pre-tax equivalent), in each quarter.
The Company can also incur additional accelerated amortization expense as a
result of the "sharing" mechanism in the Rate Plan, if the Company achieves a
return on utility common stock equity above 11.5%, which the Company expects to
achieve from operations midway through the third quarter of 1999. There was no
"sharing" recorded against earnings from operations in the second quarters of
1998 or 1999. See the "Looking Forward" section for a more detailed explanation
of the "sharing" mechanism.
Unregulated subsidiary income, reported as "Other net" income, decreased by
about $2.9 million in the second quarter of 1999 compared to second quarter of
1998. American Payment Systems, Inc. (APS), earned about $280,000 (before-tax)
in the second quarter of 1999, almost one-third more than the $214,000
(before-tax) earned in the second quarter of 1998, excluding a one-time charge
in 1998. The income of Precision Power, Inc. (PPI) decreased $1.9 million
(before-tax), reflecting increased infrastructure costs as it prepares to expand
its service offerings. The second quarter PPI loss was in line with expectations
outlined in the "Looking Forward" section of the Company's 1998 Form 10-K. On
May 11, 1999, the Company's unregulated subsidiary, United Resources, Inc.,
increased its 4% passive investment, through United Bridgeport Energy, Inc., in
Bridgeport Energy LLC (BE) to 33 1/3%. The second phase of BE's merchant
wholesale electric generating project went into commercial operation in July
1999, adding 180 megawatts of generation capacity for a total of 520 megawatts.
As a result of the shutdown of the first phase generator to allow for
construction of the second phase, the Company experienced a loss of about $1
million from project operations and financing in the second quarter of 1999. The
Company's investment in the project is expected to produce positive income in
the second half of the year.
- 23 -
<PAGE>
2nd Q 99 2nd Q 99
vs. vs.
Summary of Unregulated Subsidiaries Pre-tax Income: $millions 2nd Q 98 1st Q 99
- ------------------------------------------------------------- -------- --------
American Payment Systems, Inc. 0.1 - -
- ------------------------------------------------------------- -------- --------
Precision Power, Inc. (1.9) (1.2)
- ------------------------------------------------------------- -------- --------
United Bridgeport Energy (1.1) (1.1)
- ------------------------------------------------------------- -------- --------
United Resources, Inc. Capital Projects - - 0.6
- ------------------------------------------------------------- -------- --------
Interest charges continued on their downward trend, decreasing by $3.8
million for the regulated business in the second quarter of 1999 compared to the
second quarter of 1998, partly offset by an increase of $0.6 million in interest
charges for unregulated subsidiaries. Most of the reduction in utility interest
charges anticipated for 1999 compared to 1998 is coming after the generation
asset sale, which was completed on April 16, 1999. On April 16, 1999, the
Company used proceeds received from the sale to pay off $205 million of debt.
See the "Looking Forward" section for more details.
FIRST SIX MONTHS OF 1999 VS. FIRST SIX MONTHS OF 1998
- -----------------------------------------------------
Earnings for the first six months of 1999 were $23.8 million, or $1.69 per
share (on both a basic and diluted basis), up $9.4 million, or $.66 per share,
from the first six months of 1998. Excluding one-time items, earnings from
operations were $23.2 million, or $1.65 per share, up $5.9 million, or $.41 per
share.
The one-time items reported in the first six months of 1998 and 1999 were:
One-time Items EPS
- --------------------------------------------------------------------------------
1998 Quarter 2 Subsidiary reserve for agent collection
shortfalls and other potentially uncollectible
receivables $(.21)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1999 Quarter 1 Purchased power expense refund $ .12
"Sharing" due to one-time refund $(.08)
- --------------------------------------------------------------------------------
Retail revenues from operations increased by $13.1 million in the first six
months of 1999 compared to the first six months of 1998, as electric revenues
increased for the reasons detailed below. Retail revenues decreased by $1.0
million because of "sharing" required under the current regulatory structure as
applied to the one-time gain recorded in the first quarter of 1999. Retail fuel
and energy expense increased by $1.3 million, primarily from higher purchased
power prices as a result of the Company's transition from a producer to a
purchaser of its customers' energy requirements, and the need to purchase
additional energy to replace power lost from nuclear plant refueling outages.
Overall, retail sales margin from operations increased by $11.6 million, or
10.3%. The principal components of the retail sales margin change for the
quarter, year-over-year, include:
$ millions
- -------------------------------------------------------------------- -----------
Revenue from:
- -------------------------------------------------------------------- -----------
Estimate of "real" retail sales growth, up 2.9% 8.8
- -------------------------------------------------------------------- -----------
Estimate of weather effect on retail sales, up 1.5% 4.6
- -------------------------------------------------------------------- -----------
Sales decrease from Yale University cogeneration, (1.3)% (3.7)
- -------------------------------------------------------------------- -----------
Price mix of sales and other 3.4
- -------------------------------------------------------------------- -----------
"Sharing" due to one-time gain (1.0)
- ------------------------------------------------------------------- -----------
Fuel and energy, margin effect:
- -------------------------------------------------------------------- -----------
Sales increase (1.8)
- -------------------------------------------------------------------- -----------
Nuclear fuel prices and outage replacement costs (4.0)
- -------------------------------------------------------------------- -----------
Replacement power for fossil unit outage in 1998 1.7
- -------------------------------------------------------------------- -----------
Fossil fuel price 2.8
- -------------------------------------------------------------------- -----------
- 24 -
<PAGE>
On April 16, 1999, the Company completed the sale of its operating fossil
fueled generating plants and existing wholesale sales contracts that was
required by Connecticut's electric utility industry restructuring legislation.
As a result, the "geography" of the Company's costs on the income statement and,
hence, the year-over-year variances, have changed and will change significantly
beginning in the second quarter. This particularly relates to wholesale revenue,
retail purchased energy and fossil fuel expense, operations and maintenance
expense, depreciation and interest charges. See the "Looking Forward" section
for more details.
Net wholesale margin (wholesale revenue less wholesale expense) decreased
by $3.8 million in the first six months of 1999 compared to the first six months
of 1998 from lower wholesale capacity sales. Other operating revenues, which
include NEPOOL related transmission revenues, increased by $2.8 million. NEPOOL
transmission revenues are recoveries, for the most part, of NEPOOL transmission
expense and simply reflect new accounting requirements implemented by the
Federal Energy Regulatory Commission.
Operating expenses for operations, maintenance and purchased capacity
charges increased by $0.5 million in the first six months of 1999 compared to
the first six of 1998. The principal components of these expense changes
include:
$ millions
- --------------------------------------------------------------------- ----------
Capacity expense:
- --------------------------------------------------------------------- ----------
Connecticut Yankee (0.5)
- --------------------------------------------------------------------- ----------
Cogeneration and other purchases (see Note) 3.0
- --------------------------------------------------------------------- ----------
Other O&M expense:
- --------------------------------------------------------------------- ----------
Seabrook Unit 1 (refueling outage and accruals) 4.1
- --------------------------------------------------------------------- ----------
Millstone Unit 3 (refueling outage and accruals) 1.0
- --------------------------------------------------------------------- ----------
Other expenses at nuclear units (1.1)
- --------------------------------------------------------------------- ----------
Fossil generation unit overhaul and outage costs (6.3)
- --------------------------------------------------------------------- ----------
NEPOOL transmission expense 1.5
- --------------------------------------------------------------------- ----------
Other miscellaneous, including impact of generation asset sale (1.2)
- --------------------------------------------------------------------- ----------
Note: A cogeneration facility was out of service for about a month in the
first quarter of 1998 but has operated normally in 1999.
Depreciation expense decreased by $1.5 million in the first six months of
1999 compared to the first six months of 1998, due primarily to the generation
asset sale.
On December 31, 1996, the Connecticut Department of Public Utility Control
issued an order that implemented a five-year Rate Plan to reduce the Company's
retail prices and accelerate the recovery of certain "regulatory assets."
According to the Rate Plan, under which the Company is currently operating,
"accelerated" amortization of past utility investments is scheduled for every
year that the Rate Plan is in effect, contingent upon the Company earning a
10.5% return on utility common stock equity. All of the scheduled accelerated
amortization for 1998, amounting to $13.1 million (before-tax, $8.5 million
after-tax), was recorded against earnings from operations in 1998. One-fourth of
the total, or $3.3 million (before-tax, $2.1 million after-tax), was recorded in
each quarter. The Company is amortizing regulatory income tax assets for the
1999 amount, totaling $12.1 million (after-tax, $20 million pre-tax equivalent),
one-fourth of it, or $3.0 million (after-tax, $5 million pre-tax equivalent), in
each quarter.
The Company can also incur additional accelerated amortization expense as a
result of the "sharing" mechanism in the Rate Plan, if the Company achieves a
return on utility common stock equity above 11.5%, which the Company expects to
achieve midway through the third quarter of 1999. Such "sharing" amortization
was recorded in the first quarter of 1999, in the amount of $0.6 million
(after-tax), as a result of the one-time gain recorded in that quarter. There
was no "sharing" recorded against earnings from operations in the first six
months of 1998 or 1999.
"Other net" income decreased by about $3.7 million in the first six months
of 1999 compared to the first six months of 1998. The Company's largest
unregulated subsidiary, American Payment Systems, Inc. (APS), earned
- 25 -
<PAGE>
about $0.5 million from operations (before-tax) in the first six months of 1999,
unchanged from the first six months of 1998. The income of Precision Power, Inc.
(PPI) decreased $2.6 million (before-tax), reflecting increased infrastructure
costs as it continues to prepare to expand its service offerings. The six-month
PPI loss was in line with expectations outlined in the "Looking Forward" section
of the Company's 1998 Form 10-K. On May 11, 1999, the Company's unregulated
subsidiary, United Resources, Inc., increased its 4% passive investment, through
United Bridgeport Energy, Inc., in Bridgeport Energy LLC (BE) to 33 1/3%. The
second phase of BE's merchant wholesale electric generating project went into
commercial operation in July 1999, adding 180 megawatts of generation capacity
for a total of 520 megawatts. As a result of the shutdown of the first phase
generator to allow for construction of the second phase, the Company experienced
a loss of about $1 million from project operations and financing in the second
quarter of 1999. The Company's investment in the project is expected to produce
positive income in the second half of the year.
1st 6 mos.
Summary of Unregulated Subsidiaries Pre-tax Income: $millions 99 vs. 98
- --------------------------------------------------------------------- ----------
American Payment Systems, Inc. - -
- --------------------------------------------------------------------- ----------
Precision Power, Inc. (2.6)
- --------------------------------------------------------------------- ----------
United Bridgeport Energy, Inc. (1.1)
- --------------------------------------------------------------------- ----------
United Resources, Inc. Capital Projects - -
- --------------------------------------------------------------------- ----------
Interest charges continued on their downward trend, decreasing by $4.0
million for the regulated business in the second quarter of 1999 compared to the
second quarter of 1998, partly offset by an increase of $0.6 million in interest
charges for unregulated subsidiaries. Most of the reduction in utility interest
charges anticipated for 1999 compared to 1998 is coming after the generation
asset sale, which was completed on April 16, 1999. On April 16, 1999, the
Company used proceeds received from the sale of plant to pay off $205 million of
debt. See the "Looking Forward" section for more details.
LOOKING FORWARD
(THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT
TO UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CURRENTLY EXPECTED. READERS ARE CAUTIONED THAT THE COMPANY REGARDS SPECIFIC
INCOME AND EARNINGS NUMBERS AS ONLY THE "MOST LIKELY" TO OCCUR WITHIN A RANGE OF
POSSIBLE VALUES.)
Five-year Rate Plan
- -------------------
On December 31, 1996, the Connecticut Department of Public Utility Control
(DPUC) issued an order (the Order) that implemented a five-year regulatory
framework to reduce the Company's retail prices and accelerate the recovery of
certain "regulatory assets," beginning with deferred conservation costs. The
Company operated under the terms of this Order in 1998. The Order's schedule of
price reductions and accelerated amortizations was based on a DPUC pro-forma
financial analysis that anticipated the Company would be able to implement such
changes and earn an allowed annual return on common stock equity invested in
utility assets of 11.5% over the period 1997 through 2001. The Order established
a set formula to share (see "Sharing Implementation" below) any utility income
that would produce a return above the 11.5% level: one-third to be applied to
customer price reductions, one-third to be applied to additional amortization of
regulatory assets, and one-third to be retained by shareowners. Utility income
is inclusive of earnings from operations and one-time items. The Order remains
in effect through 2001, although it does include a provision that it may be
modified as a result of the restructuring legislation passed by the Connecticut
legislature in 1998. Please see the "Looking Forward" section of the Company's
1998 Form 10-K for a more extensive description of the five-year Rate Plan.
Sharing Implementation
- ----------------------
The Company estimates that its return on regulated utility common stock
equity invested in utility assets of 11.5%, that is, the level that triggers
"sharing" of additional utility earnings, will require utility common stock
equity income (after-tax) of about $47 million for 1999. The Company will record
"sharing" customer price
- 26 -
<PAGE>
reductions and additional amortization of regulatory assets once it begins
earning above that level of income for 1999. Based on the traditional quarterly
earnings pattern, the Company realizes about half of its pre-sharing utility
earnings in the third quarter. The Company will not likely ever exceed the
sharing level of utility earnings before the third quarter of any year that
"sharing" is in effect. Assuming the sharing level of utility earnings is
exceeded in the third quarter of a particular year, then all positive utility
earnings recorded in the fourth quarter of that year will be subject to sharing.
This methodology will ensure stable, year-over-year earnings comparisons based
on actual utility financial results and will be unlikely to result in any
sharing reversals in the fourth quarter that are unrelated to income in the
fourth quarter.
1999 Earnings
- -------------
1999 will be a year of transition to the January 1, 2000 effective date of
electric utility restructuring under legislation passed by the Connecticut
legislature in 1998. The Company has taken one major step toward restructuring
by proceeding with the sale of its fossil-fueled generation plants and existing
wholesale sales contracts (known as the Generation Asset Divestiture or GAD).
That sale was completed on April 16, 1999. All of the changes resulting from
GAD, described below, began occurring on April 16.
One result of the GAD will be a reduction in the electric utility rate
base, the basis for measuring return on utility common stock equity. Rate base
is expected to decline from an average of $1,128 million in 1998 to an average
of about $920 million in 1999. This would result in a similar percentage
reduction in the Company's utility common stock equity, except that the
Company's longstanding policy of debt paydown will partially offset it by
increasing the portion of rate base financed by equity. The portion of rate base
that is financed by equity is, then, expected to decline from an average of
about $431 million in 1998 to about $410-$420 million in 1999. During 1998, a
return of 11.5% on utility common stock equity produced earnings of about $3.43
per share. Because of the reduced equity portion of rate base expected in 1999,
the allowed return is expected to produce utility earnings in the $3.35-$3.40
per share range.
The Company's earnings from its utility business are affected principally
by: retail sales that fluctuate with weather conditions and economic activity,
nuclear generating unit availability and operating costs, and interest rates.
These are all items over which the Company has little control.
The Company's revenues are principally dependent on the level of retail
electricity sales. The two primary factors that affect the volume of these
retail sales are economic conditions and weather. The Company's retail sales for
1998 of 5,452 gigawatt-hours set an all-time record for the Company and were up
1.4% from the 1997 level.
The Company estimates that mild 1998 weather reduced retail kilowatt-hour
sales by about 0.5%, retail revenues by about $3.4 million, and retail sales
margin by about $2.7 million. Weather corrected retail sales for 1998 were
probably in the 5,470-5,500 gigawatt-hour range. On this weather-adjusted basis,
the Company experienced about 1.0-1.5% of "real" sales growth in 1998 over
weather-adjusted 1997 sales, with most of the growth appearing to occur in the
first three quarters of the year.
Aside from "real" economic growth, reductions in retail electricity sales
has and will occur in 1999 compared to 1998 as a result of a cogeneration unit
at Yale University that produces approximately one-half of Yale's annual
electricity requirements (about 1.5% of the Company's total 1998 retail sales).
This unit commenced operations in mid-1998, and reduced total Company retail
kilowatt-hour sales by about 0.9% in 1998 compared to 1997. The impact of the
Yale sales decline continued through the first six months of 1999, decreasing
the Company's sales compared to the first six months of 1998 by 1.3%, and will
continue somewhat in the third quarter of 1999, decreasing the Company's sales
by as much as 1.0% in that quarter. The overall impact of Yale cogeneration on
the Company's 1999 sales will be a reduction of about 0.5%-1.0% compared to
1998. Thus, it will require "real" growth of this much, for the year, to merely
offset the decrease due to Yale. "Real" growth in kilowatt-hour sales for the
first six months of 1999 compared to the first six months of 1998 was estimated
to be 2.9%, only partially offset by the 1.3% decrease due to Yale. Retail
kilowatt-hour sales growth of 1.0% produces a margin improvement of about $5.0
million on an annual basis, before any "sharing" effect considerations.
- 27 -
<PAGE>
Prices in individual customer rate classes will not change in 1999 relative
to 1998, exclusive of any "sharing". However, sales growth is occurring in rate
classes with higher than average prices, and the Company expects an increase in
retail revenue of about $3.0 million in 1999 compared to 1998 from this price
mix improvement.
Other operating revenues are expected to increase as a result of NEPOOL
related transmission revenues by about $4.0 million, due to NEPOOL restructuring
changes; but this will have no net income effect, as the higher revenues are due
to higher transmission operating expense. Other than the NEPOOL impact, these
revenues are expected to decrease by about $2.0 million to a more normal level.
The Company does not anticipate, at this time, any other significant revenue
reductions in 1999 retail revenues compared to 1998, unless the Company is
achieving a "sharing" level of earnings.
As a result of the GAD, wholesale capacity revenues will decrease by about
$7.7 million in 1999 compared to 1998, because existing wholesale sales
contracts were part of the GAD. Also as a result of the GAD, the Company's fuel
and purchased energy charges will increase in 1999 compared to 1998 by about $40
million, to replace the power previously provided by the Company's fossil fueled
generation plants. A power supply purchase agreement was part of the GAD and it
will help to ensure adequate resources to meet customer energy demands under a
short-term fixed price agreement until July 2000 (the price declines somewhat in
2000 compared to 1999) when all customers will have a choice of generation
suppliers. The Company expects that its projected 1999 energy requirements that
are not met by the GAD power supply purchase agreement will be met at lower
prices than those experienced in 1998, primarily because of lower projected
fossil fuel prices and energy prices in general. This is expected to result in
energy cost savings of about $5 million.
Purchased capacity costs should decrease by about $2 million in 1999, due
primarily to decreases in decommissioning costs for the retired Connecticut
Yankee nuclear generation plant.
Several other expense categories are expected to be reduced substantially
in 1999 because of the GAD and the Company's other cost reduction efforts,
offsetting the impact of the increase in purchased energy charges. Operation and
maintenance expense is expected to decrease by a net $22 million, reflecting a
decrease of $32 million due to the GAD and other general changes, partly offset
by increases of about $5 million for nuclear unit refueling outages, $1 million
for Y2K costs, and $4 million due to NEPOOL transmission charges The latter will
have no net income effect, as the higher transmission expense will be covered by
higher transmission revenues. Total Y2K costs for 1999 are currently projected
at about $3.6 million. Other operation and maintenance expenses in 1999 should
be fairly stable compared to 1998, unless an event occurs that cannot be
predicted at this time.
Consolidated interest costs are now expected to decline by about $12
million in 1999 compared to 1998, to about $40 million, a level that was last
experienced in 1982. This anticipated interest cost reduction will result
largely from utility debt paydown through use of the after-tax cash proceeds
from the GAD, partly offset by the increase in the Company's passive financial
investment in Bridgeport Energy LLC. The Bridgeport Energy investment was
announced in a news release dated March 30, 1999, and represents a 33 1/3% stake
in an operational combined cycle gas turbine wholesale electric generating plant
operated on a merchant basis by Duke Energy. The Company also expects to
generate substantial cash flow from operations after dividend and capital
spending, which will also be used to pay down debt.
Depreciation, excluding accelerated amortization, should decrease by about
$13 million in 1999 compared to 1998, due mostly to the GAD but also to the near
completion in 1998 of depreciation of previously capitalized conservation
program expenditures. A significant portion of the depreciation being recorded
for the GAD assets was not tax deductible and did not affect taxable income.
Therefore, a significant portion of the decrease in depreciation related to the
GAD will not increase income taxes, and will therefore supplement the $13
million depreciation decrease with an additional tax benefit, comparing 1999 to
1998, of about $2.5 million, or $.18 per share.
Accelerated amortization, pursuant to the Rate Plan, will increase by about
$4 million (on an equivalent after-tax basis) in 1999 compared to 1998,
exclusive of any "sharing" amortization. Property taxes should decrease
- 28 -
<PAGE>
by about $2 million, due mostly to the GAD. Other operating expenses can be
expected to experience some increases and some decreases that should, more or
less, offset one another.
In summary, the Company expects substantial net expense reductions as a
result of the GAD and ongoing cost control measures that should more than
compensate for increased charges for replacement power and increased accelerated
amortization costs in 1999. Such performance should allow utility earnings to
increase above an 11.5% return on utility common stock equity into the "sharing"
range of the Order. Currently, the Company expects its regulated business to
earn, for the entire year of 1999, about $15 million to $17 million (after-tax)
above the 11.5% return "sharing" threshold of about $47 million set by
regulators ($3.35-$3.40 per share). These earnings would result in about $9
million in customer price reductions, and $9 million in offsets to stranded
costs (pre-tax). Given current expectations, the retained portion of shared
earnings would add about $.35-$.40 per share, resulting in earnings from
operations for the regulated business of about $3.70-$3.80 for the year. The
Company expects to achieve the sharing threshold of earnings and to begin
sharing in the third quarter of the year, assuming normal weather patterns. In
that case, all utility business earnings in the fourth quarter can be expected
to be subject to sharing. The Company expects that 1999 quarterly earnings from
operations will follow a pattern similar to that of 1998 on a weather-normalized
basis.
Unregulated subsidiaries are expected to experience losses of $.10-$.15 per
share in 1999. American Payment Systems, Inc. is expected to build on 1998's
contribution to earnings from operations of $.07 per share. However, this will
depend on its ability to expand sales to its utility customers. Precision Power
Inc. (PPI) increased its organizational infrastructure in 1998, also in an
effort to increase its presence in its principal markets of distributed power
systems and services. At its current level of expense, PPI's Connecticut
operations will lose $.15 per share in 1999 if no substantial new contracts are
obtained. PPI recently acquired Allen Electric Co., Inc., a similar enterprise
in New Jersey, which is expected to be accretive slightly this year and is
expected to earn $.07-$.10 per share annually going forward. For 2000 and
beyond, the Company's passive financial investment in Bridgeport Energy is
expected to increase UI's annual earnings per share from operations by $.10 to
$.15.
As a result of the earnings contributions anticipated from all of its
different business activities described above, the Company expects net earnings
per share from operations to be in the range of $3.55 to $3.70 in 1999. These
estimates are subject to all of the contingencies and uncertainties detailed in
the preceding discussion; and the reader is cautioned to read the "Looking
Forward" section in its entirety.
Year 2000
- ---------
The Company's planning and operations functions, and its cash flow, are
dependent on the timely flow of electronic data to and from its customers,
suppliers and other electric utility system managers and operators. In order to
assure that this data flow will not be disturbed by the problems emanating from
the fact that many existing computer programs were designed without considering
the impact of the year 2000 and use only two digits to identify the year in the
date field of the programs (the Year 2000 Issue), the Company initiated in
mid-1997, and is pursuing, an aggressive program to identify and correct
deficiencies in its computer systems. This comprehensive program includes all
information technology systems and encompasses systems critical to the
generation, transmission and distribution of electric energy as well as
traditional business systems. Critical systems have been defined as those
business processes, including embedded technology, which if not remediated may
have a significant impact on safety, customers, revenue or regulatory
compliance. The Company has also identified critical suppliers and other persons
with whom data must be exchanged and is asking for assurance of their Year 2000
compliance.
An inventory and assessment of the Company's computer system applications,
hardware, software and embedded technologies have been completed, and
recommended solutions to all identified risks and exposures have been generated.
A testing, remediation, renovation, replacement and retirement program has been
in progress since early 1998. Both external and internal resources are being
utilized to accomplish the testing, remediation and renovation efforts. A total
of 383 affected business processes have been identified and 350 of them have
been verified as Year 2000 compliant through testing, remediation, replacement
or retirement. The remediation methodology utilized has been Fixed Windowing,
and totally independent platforms have been installed for testing all of the
applications.
- 29 -
<PAGE>
Necessary upgrades to mainframe hardware and software were completed and tested
by June 30, 1999. This included a "destructive" mainframe test performed at an
independent site in Ponca City, Oklahoma.
The Company included its operating non-nuclear generation facilities in the
Year 2000 program up to the date of their divestiture on April 16, 1999. At that
point, all related documentation was transferred and delivered to
Wisvest-Connecticut, LLC, the purchaser of these generation facilities. See Note
(C), "Rate-Related Regulatory Proceedings" above, for a description of this
transaction.
As of August 3, 1999 there were 36 business processes remaining to be
determined as Year 2000 ready. The summary of remaining business processes by
department and priority level is as follows:
<TABLE>
<CAPTION>
Priority 1 Priority 2 Priority 3 Priority 4 Total
<S> <C> <C> <C> <C> <C>
Customer Services 1 20 8 1 30
Support Services 0 0 1 0 1
Controller's Department 2 0 0 0 2
----------------------------------------------------------------------
Total 3 20 9 1 33
======================================================================
</TABLE>
Priority one processes are those defined as affecting safety,
reliability, regulatory compliance or having a significant financial impact. The
priority one Customer Services process relates to the Customer Information
System that has been 100% tested but is under continuous change due to the
electric industry restructuring in Connecticut. The Controller's department has
two systems awaiting modification and testing, the accounts payable system and
the general ledger system. All priority one systems are to be complete by
December 31, 1999. Priority two implies that failure of this software or
hardware will present a disruption of service at current budget levels, but
work-arounds with negative implications for current service or cost levels are
available, if needed. Priority three implies that failure of this software or
hardware may present an inconvenience to occasional work requirements or an
impediment to achievement of higher service or lower cost levels, but
alternative work-arounds can be pursued if deemed necessary at some future date.
Priority four implies that failure of this software or hardware will produce a
nuisance or confusion but will not present any direct negative business
consequence. As of August 3, 1999, the Company had completed the assessment and
remediation phases of its program for these non-priority one business processes,
which are in various stages of the testing and approval process and are
projected to be completed by September 1, 1999.
UI has successfully complied with all regulatory requirements. Most
recently, UI successfully completed a Connecticut Department of Public Utility
Control audit along with eight other utilities in the state. The Company also
provides monthly reports to the North American Electric Reliability Council on
the Year compliance 2000 status of its transmission, distribution,
telecommunication and system control and data acquisition assets.
Requests for documented compliance information have been sent to all
critical suppliers, data sharers and facility building owners and, as responses
are received, appropriate solutions and testing programs are being developed and
executed. While failure to achieve Year 2000 compliance by any one of a number
of critical suppliers and data sharers could have some adverse effect on the
success of the Company's implementation program, the Company believes that the
entities that might impact the program most significantly in this regard are its
telecommunications providers, the other participants in the New England Power
Pool (NEPOOL), and the Independent System Operator (ISO) that operates the
NEPOOL bulk power supply system. Year 2000 compliance failures by any of these
entities could have a material effect on electricity delivery and telemetering.
In its efforts to mitigate these risks, the Company has taken several actions.
UI has communicated its concerns to its principal telecommunications provider
and a joint effort to design and plan appropriate testing to insure that all
critical telecommunications functions will be operational has commenced. The
Year 2000 Issue is also being addressed at the regional level by NEPOOL and the
ISO. Coordination efforts with NEPOOL to establish utility testing and readiness
are in progress. The Company is a participant in all of the subcommittees
working within NEPOOL/ISO on efforts to assure operational reliability. The
Company is also actively involved with NEPOOL/ISO in the planning effort for
integrated contingency planning, as directed by the North American Electric
Reliability Council (NERC). The first NERC directed test was successfully
completed on April 9, 1999.
- 30 -
<PAGE>
Aside from telecommunications and NEPOOL/ISO concerns, the availability of
vendor patches, releases and/or replacement equipment or software poses the most
significant risk to the success of the Company's Year 2000 compliance
implementation program. In order to minimize these risks, the Company has been
and will be actively involved in contingency planning. While the Company's
knowledge and experience in electric system recovery planning and execution has
been demonstrated in the past, the Company recognizes the need for, and
importance of, Year 2000-specific contingency planning, because the complex
interaction of today's computing and communications systems precludes certainty
that all critical system remediation will be successful. High level contingency
planning for essential business processes has been completed. These plans will
be continually reviewed, revised and modified throughout the remainder of the
year as appropriate. As a part of the contingency planning process,
consideration will be given to potential frequency and duration of interruptions
in the generating, financial and communications infrastructures. Since
contingency planning is, by nature, a speculative process, there can be no
assurance that this planning will completely eliminate the risk of material
impacts to the Company's business due to Year 2000 problems. However, the
Company recognizes the importance to its customers of a reliable supply of
electricity, and it intends to devote whatever resources are necessary to assure
that both the program and its implementation are successful.
The Company believes that the successful implementation of this program
should ultimately cost approximately $6.1 million for existing information
systems and embedded technology. A total of $5.2 million had been expended as of
June 30, 1999. As systems testing progresses and more embedded technology vendor
product information is forthcoming, business decisions made and testing results
verified, the need for increased expenditures, if necessary, will be determined.
The Company believes these actions will preclude any adverse impact of the Year
2000 Issue on its operations or financial condition.
- 31 -
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
See the Registrant's Quarterly Report (Form 10-Q) for the fiscal quarter
ended March 31, 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of the Shareowners of the Registrant was held on June
28, 1999, for the purpose of electing a Board of Directors for the ensuing year,
voting on approval of the employment of PricewaterhouseCoopers LLP as the firm
of independent public accountants to audit the books and affairs of the
Registrant for the fiscal year 1999, and voting on approval of a 1999 Stock
Option Plan.
All of the nominees for election as Directors listed in the Registrant's
proxy statement for the meeting were elected by the following votes:
NUMBER OF SHARES
---------------------------------
VOTED NOT
NOMINEE "FOR" VOTED
------- ----- -----
Thelma R. Albright 12,037,555 154,110
Marc C. Breslawsky 12,038,661 153,002
David E. A. Carson 12,039,897 151,766
Arnold L. Chase 12,035,919 155,774
John F. Croweak 12,041,069 150,595
Robert L. Fiscus 12,043,406 148,257
Betsy Henley-Cohn 12,027,253 164,411
John L. Lahey 12,042,565 149,099
F. Patrick McFadden, Jr. 12,042,882 148,782
Daniel J. Miglio 12,019,005 172,658
Frank R. O'Keefe, Jr. 12,038,981 152,682
James A. Thomas 12,043,273 148,391
Nathaniel D. Woodson 12,032,766 158,899
The employment of PricewaterhouseCoopers LLP as the firm of independent
public accountants to audit the books and affairs of the Registrant for the
fiscal year 1999 was approved by the following vote:
NUMBER OF SHARES
------------------------------------------------
VOTED VOTED NOT
"FOR" "AGAINST" VOTED
----- --------- -----
12,054,343 63,685 73,630
The 1999 Stock Option Plan was approved by the following vote:
NUMBER OF SHARES
------------------------------------------------
VOTED VOTED NOT
"FOR" "AGAINST" VOTED
----- --------- -----
10,571,087 1,310,284 310,183
- 32 -
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
<TABLE>
Exhibit
Table Item Exhibit
Number Number Description
---------- ------- -----------
<S> <C> <C>
10 10.29 Copy of The United Illuminating Company 1999 Stock Option Plan.
(12), (99) 12 Statement Showing Computation of Ratios of Earnings to Fixed
Charges and Ratios of Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements (Twelve Months Ended
June 30, 1999 and Twelve Months Ended December 31, 1998, 1997,
1996, 1995 and 1994).
(21) 21 List of subsidiaries of The United Illuminating Company.
(27) 27 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K.
Item Financial
Reported Statements Date of Report
-------- ---------- --------------
2, 7 None April 16, 1999
- 33 -
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
THE UNITED ILLUMINATING COMPANY
Date 08/16/1999 Signature /s/ Robert L. Fiscus
--------------- ----------------------------------------
Robert L. Fiscus
Vice Chairman of the Board of Directors
and Chief Financial Officer
- 34 -
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Table Item Exhibit
Number Number Description
---------- ------- -----------
<S> <C> <C>
(10) 10.29 Copy of The United Illuminating Company 1999 Stock Option Plan.
(12), (99) 12 Statement Showing Computation of Ratios of Earnings to Fixed
Charges and Ratios of Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements (Twelve Months Ended
June 30, 1999 and Twelve Months Ended December 31, 1998, 1997,
1996, 1995, and 1994).
(21) (21) List of subsidiaries of The United Illuminating Company.
(27) 27 Financial Data Schedule.
</TABLE>
THE UNITED ILLUMINATING COMPANY
1999 STOCK OPTION PLAN
1. Purpose.
-------
The purpose of The United Illuminating Company 1999 Stock Option Plan
("the Plan") is to promote the profitability of The United Illuminating Company
("the Company") and its Subsidiaries by providing members of the Company's Board
of Directors, officers and certain key employees ("Optionees") with incentives
to contribute to the success of the Company and by enabling the Company to
attract, retain and reward the best available Directors and managerial
employees. The Plan shall be effective on March 22, 1999 (the "Effective Date").
On and after the Effective Date, the Administrator shall have the
authority to grant Nonqualified Stock Options and Incentive Stock Options in
accordance with the terms of the Plan.
For purposes of the Plan, the term "Incentive Stock Option" shall have
the meaning set forth in 422 of the Internal Revenue Code of 1986, as amended
("the Code"); a "Nonqualified Stock Option" shall be any option to purchase from
the Company a share of its no par value Common Stock ("Common Stock") other than
an Incentive Stock Option; and "Stock Options" shall refer collectively to
Incentive Stock Options and Nonqualified Stock Options. The term "Subsidiary" or
"Subsidiaries" of an entity shall mean one or more corporations, a majority of
the outstanding shares of voting stock of which is owned directly or indirectly
by that entity.
2. Administration.
--------------
The Plan shall be administered by a Committee of the Company's Board of
Directors, as it may be constituted from time to time, which Committee shall
consist of no less than three members and shall not include any member of said
Board who is, or within twelve (12) months prior to the exercise of any
discretion under this Plan has been, an employee of the Company or its
Subsidiaries. Each member of the Committee (the "Administrator") shall be an
"outside director" as such term is defined in Section 162(m) of the Code and a
"non-employee director" under Section 16(b) of the Securities Exchange Act of
1934, as amended. The Administrator is authorized to interpret the Plan in
accordance with its terms and may, from time to time, prescribe, adopt, amend
and rescind any rules and regulations it deems appropriate for the
administration of the Plan and for the continued qualification under the Code of
any Incentive Stock issued hereunder. Decisions of the Administrator on all
matters relating to the Plan shall be conclusive and binding on the Company, its
shareowners and Plan participants.
The validity, construction and effect of the Plan, and any rules and
regulations relating thereto, shall be determined in accordance with the laws of
Connecticut and applicable federal law.
<PAGE>
3. Shares Available For the Plan.
-----------------------------
Subject to the adjustments prescribed in Section 6, a maximum of
650,000 shares of Common Stock may be purchased pursuant to the Plan, and the
maximum aggregate number of shares that may be covered by Stock Options granted
in any one year to any Optionee who is an employee of the Company (an
"employee-Optionee") shall not exceed 50,000. If any Stock Option granted under
the Plan expires or terminates unexercised or, for any reason, becomes
unexercisable, the unpurchased shares represented by such Stock Option shall
thereafter be available for further grants under the Plan. If the exercise price
of any Stock Option is paid by the Optionee's surrendering a share or shares of
Common Stock, either actually or by attestation, only the number of shares of
Common Stock issued net of the shares tendered shall be deemed purchased for
purposes of calculating the maximum number of shares that may be purchased
pursuant to the Plan.
4. Participation.
-------------
The Administrator shall, from time to time, select those members of the
Board of Directors, officers and key full-time employees of the Company to whom
Stock Options shall be granted, and shall determine (i) the number of Stock
Options to be granted to each such individual, (ii) whether such Stock Options
shall be Nonqualified or Incentive Stock Options, or some combination thereof,
(iii) the periods within which such Stock Options shall be exercisable, and (iv)
whether any such Stock Option shall include a right to purchase an additional
share of Common Stock (a "Reload Right") contingent upon Optionee's having
exercised such Stock Option and having paid the exercise price in full by
surrendering, either actually, or by attestation, a share or shares of Common
Stock having a Fair Market Value on the date of the exercise equal to the
exercise price of such Stock Option. A grant of Stock Options at any time shall
neither guarantee nor preclude a grant to such Optionee at any later time.
Participation in the Plan shall be limited to those members of the
Board of Directors, officers and key full-time employees of the Company selected
by the Administrator in its sole discretion. Members of the Board of Directors
who are not employees of the Company shall not be eligible to receive Incentive
Stock Options. Nothing in the Plan or in any Stock Option granted shall confer
any right on an employee to continue in the employ of the Company or shall
interfere in any way with the right of the Company to terminate an employee's
employment at any time.
5. Terms and Conditions of Options.
-------------------------------
The Stock Options granted shall be subject to the following terms and
conditions:
(a) Exercise Price of Stock Options. Regardless of whether the Stock
---------------------------------
Option granted is a Nonqualified or Incentive Stock Option, the purchase price
per share deliverable upon the exercise of each Stock Option shall not be less
than 100% of the Fair Market Value of shares of Common Stock on the date the
Stock Option is granted or, in the case of a Stock Option arising
2
<PAGE>
from the exercise of a Reload Right, on the date that the Reload Right is
exercised. No Stock Option may be repriced by the Administrator. In the case of
the grant of any Incentive Stock Option to an Optionee who, at the time of the
grant, owns more than 10% of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries, the option exercise price per
share shall not be less than 110% of the Fair Market Value of shares of Common
Stock on the date the Stock Option is granted or, in the case of a Reload Right,
on the date that the Reload Right is exercised. "Fair Market Value" on any date
shall be the average of the high and low sales price of shares of Common Stock
on the New York Stock Exchange composite tape, or such other recognized market
source as may be designated by the Administrator from time to time, on such
date. If there is no sale on such date, then such average price on the last
previous day on which a sale is reported shall govern.
(b) The exercise price of a Stock Option shall be payable in cash or
by the Optionee's surrendering, either actually or by attestation, a share or
shares of Common Stock having a Fair Market Value on the date of exercise equal
to the exercised price of such Stock Option, or in any combination thereof, as
determined by the Administrator.
(c) Term and Exercisability of Stock Options. The Administrator shall
----------------------------------------
determine the period within which each Stock Option granted shall be exercisable
and may provide that a number of Stock Options shall become exercisable in
installments; provided, however, that
(i) except as provided in subsection (f)(iv) of this Section 5, in
no event shall any Stock Option be exercisable less than one
year, or more than ten years, from the date it is granted;
(ii) except as provided in subsection (f)(iv) of this Section 5, no
more than one-third of the number of Stock Options granted to
an Optionee on any date may first become exercisable in any
twelve-month period;
(iii) in the case of the grant of an Incentive Stock Option to an
Optionee who, at the time of the grant, owns more than 10% of
the total combined voting power of all classes of stock of the
Company or any of its Subsidiaries, in no event shall such
Stock Option be exercisable more than five years from the date
of the grant;
(iv) in the case of Incentive Stock Options, except as provided in
subsection (h)(iv) of this Section 5, the number of Stock
Options granted to an Optionee on any date that may first
become exercisable in any calendar year shall be limited to
$100,000 divided by the exercise price per Stock Option, as
determined in accordance with Section 422(d) of the Code and
regulations issued thereunder; and
(v) a Stock Option arising from the exercise of a Reload Right
shall become exercisable on the six-month anniversary of the
date when the Reload Right was exercised and shall expire on
the same date on which the Stock Option from which it arose
would have expired if it had not been exercised.
3
<PAGE>
(d) Continued Employment. Except as otherwise provided in subsection
---------------------
(f) of this Section 5, an employee-Optionee may exercise a Stock Option only (i)
if he or she is, and has continuously been since the date the Stock Option was
granted, a full-time employee of the Company or one of its Subsidiaries.
(e) Shareowner Rights. Prior to the exercise of a Stock Option and
------------------
delivery of the Common Stock shares purchased thereby, the Optionee shall have
no right to dividends nor be entitled to voting or any other rights on account
of such Stock Option.
(f) Exercisability of Options Upon Certain Events. Upon the termination
---------------------------------------------
of an Optionee's service as a Director of the Company, or of an
employee-Optionee's full-time employment, as a result of retirement, death or
disability, all Stock Options of the Optionee that have not expired or been
exercised, shall become immediately exercisable. Upon the termination of an
employee-Optionee's full-time employment for any other reason, including but not
limited to voluntary or involuntary termination, all of the Optionee's Stock
Options that are not then exercisable shall automatically expire. An
employee-Optionee shall be considered "retired" or "disabled" for purposes of
the Plan if he or she is entitled to a service pension, disability pension,
disability benefit or disability allowance under the Company's pension or
disability plan.
(i) Upon Death. If an Optionee's service as a Director, or an
----------
employee-Optionee's full-time employment, is terminated by
death, such Optionee's legal representative or successor by
bequest or the laws of descent and distribution (each a
"Successor in Interest") may exercise, in whole or in part,
Stock Options exercisable by such Optionee on the date of his
or her death, from time to time within one year after such
Optionee's date of death.
(ii) Upon Retirement, or Termination Due to Disability. If an
------------------------------------------------------
employee-Optionee's full-time employment is terminated due to
retirement or disability, such Optionee, or his or her
guardian or Successor in Interest, may exercise, in whole or
in part: (A) Nonqualified Stock Options exercisable by such
Optionee on the date of termination of his or her full-time
employment, from time to time within three years after such
date; and (B) Incentive Stock Options exercisable by such
Optionee on the date of his or her retirement, from time to
time within three months after such date.
(iii) Upon Voluntary or Involuntary Termination of Service.
--------------------------------------------------------
Upon a voluntary or involuntary termination of an
employee-Optionee's full-time employment due to any cause
other than the death, retirement or disability, such
Optionee, or his or her Successor in Interest, may exercise,
in whole or in part: (A) Nonqualified Stock Options
exercisable by such Optionee on the date of termination of
his or her full-time employment, from time to time within
five months after such date; and (B) Incentive Stock Options
exercisable by such Optionee on such date, from time to time
within three months after such date; provided, however, that
if an employee-Optionee is terminated for cause (as
determined by the Administrator), or if an
employee-Optionee, at any time after his or her voluntary or
involuntary
4
<PAGE>
termination of full-time employment, engages in any
occupation or business that, in the opinion of the
Administrator, is a competitor of the Company or any of its
Subsidiaries, all of such Optionee's unexercised Stock
Options may be canceled by the Administrator.
(iv) Upon a Change of Control. In the event of a change of control
------------------------
of the Company, all Stock Options that have been granted and
have not expired or been exercised, shall become immediately
exercisable. Change in Control of the Company shall mean any
of the following events:
(A) any merger or consolidation of the Company with any
corporate shareholder or group of corporate
shareholders holding twenty-five percent (.25) or
more of the Common Stock of the Company or with any
other corporation or group of corporations that is or
after such merger or consolidation would be
affiliated with a shareholder owning at least
twenty-five percent (.25) of the Common Stock of the
Company; or
(B) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition to or with any shareholder or
group of shareholders holding twenty-five percent
(.25) or more of the Common Stock of the Company, or
any affiliate of such shareholder or group of
shareholders, of any assets of the Company having an
aggregate fair market value of $50 million or more;
or
(C) the issuance or sale by the Company of any securities
of the Company to any shareholder or group of
shareholders holding twenty-five percent (.25) or
more of the Common Stock of the Company, or to any
affiliate of such shareholder or group of
shareholders, in exchange for cash, securities or
other consideration having an aggregate fair market
value of $50 million or more; or
(D) the implementation of any plan or proposal for the
liquidation or dissolution of the Company proposed by
or on behalf of any shareholder or group of
shareholders owning at least twenty-five percent
(.25) of the Common Stock of the Company, or any
affiliate of such shareholder or group of
shareholders; or
(E) any reclassification of securities (including a
reverse stock split), or recapitalization of the
Company or any other transaction which has the
effect, directly or indirectly, of increasing the
proportionate share of outstanding shares of any
class of equity securities, or securities convertible
into any equity securities, of the Company, which is
directly or indirectly owned by a shareholder or
group of shareholders owning at least twenty-five
percent (.25) of the Common Stock of the Company, or
any affiliate of such shareholder or group of
shareholders.
5
<PAGE>
The Administrator may, from time to time, by the affirmative vote of
not less than a majority of the entire membership of the Administrator,
modify the phrase "twenty-five percent (.25)" in one or more of the
foregoing subsections (A), (B), (C), (D) and/or (E) to a lesser
percentage, but not less than twenty percent (.20).
Transfer from the Company to a Subsidiary, from a Subsidiary to the Company, and
from one Subsidiary to another, shall not be considered a termination of
employment. Nor shall it be considered a termination of employment if an
Optionee is placed on a military or sick leave or such other leave of absence,
which is considered as continuing intact the employment relationship; in such a
case, the employment relationship shall be continued until the date when an
employee's right to reemployment shall no longer be guaranteed either by law or
by contract.
(g) Transferability. Except as otherwise permitted by the
---------------
Administrator, Stock Options are not transferable otherwise than by the
Optionee's will or by the laws of descent and distribution.
(h) Listing, Registration and/or Approvals. Each Stock Option granted
---------------------------------------
shall be subject to the requirement that if at any time the Administrator
determines it is necessary or desirable to list, register or qualify any shares
of Common Stock subject to such Option upon any securities exchange or under any
state or federal law, or to obtain the consent or approval of any governmental
regulatory body as a condition of, or in connection with, the granting of such
Stock Option or the issue or purchase of shares of Common Stock thereunder, no
such Stock Option may be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained, free of any conditions not acceptable to the Administrator.
(i) Option Agreement. Each person to whom a Stock Option is granted
-----------------
shall, as a condition to the receipt thereof, enter into an agreement with the
Company, which shall contain such provisions, consistent with the provisions of
the Plan, as may be prescribed by the Administrator.
6. Adjustments.
-----------
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Administrator shall make such adjustments as it deems appropriate in the number
and kind of shares which may be purchased pursuant to the Plan, in the number
and kind of shares covered by the Stock Options granted and in the exercise
price of outstanding Stock Options. In the event of any merger, consolidation or
other reorganization in which the Company is not the surviving or continuing
corporation, all Stock Options granted hereunder and outstanding on the date of
such event shall be assumed by the surviving or continuing corporation. In the
event of any reorganization in which all of the shares of the Company's Common
Stock are exchanged for shares of the common stock of another corporation, all
Stock Options granted hereunder and outstanding on the effective date of the
share exchange shall be automatically converted into stock options and reload
options to purchase
6
<PAGE>
shares of the other corporation on identical terms, and the other corporation
shall assume this Plan, and the Board of Directors of the other corporation,
excluding any member of said Board who is, or within twelve (12) months prior to
the exercise of any discretion under this Plan has been an employee of the other
corporation, its subsidiaries, the Company or its Subsidiaries, shall be and
become the Administrator of this Plan on the effective date of the share
exchange.
7. Termination and Modification of the Plan.
----------------------------------------
The Administrator, without approval of the shareholders of the Company,
may modify or terminate the Plan and from time to time may suspend, and if
suspended, may reinstate any or all of the provisions of the Plan, except that
no such modification or termination of the Plan may, without the consent of an
Optionee, alter or impair any Stock Option previously granted under the Plan and
that no modification shall become effective without prior approval of the Common
Stock shareowners of the Company that would: (a) increase (except in the case of
a readjustment of the Common Stock or a recapitalization) the maximum number of
shares for which Stock Options may be granted under the Plan; (b) reduce the
option price that may be established under the Plan; (c) extend the maximum
option term under the Plan beyond ten years, or (d) change the Plan's
eligibility requirements. Anything in the preceding sentence or elsewhere in any
provision of the Plan to the contrary notwithstanding, if the Company enters
into a transaction that is intended to be accounted for using the
pooling-of-interests method of accounting, but it is determined by the
Administrator that any Stock Option, or the Plan or any provision thereof could
reasonably be expected to preclude such treatment, then the Administrator may
modify (to the minimum extent required) or revoke (if necessary) such Stock
Option or the Plan to the extent that the Administrator determines that such
modification or revocation is necessary to enable the transaction to be subject
to pooling-of-interests accounting. Unless previously terminated, the Plan shall
terminate on March 21, 2009.
9. Effective Date.
--------------
The effective date of the Plan shall be March 22, 1999; provided,
however, that if the Plan is not approved by the shareowners of the Company on
or before January 21, 2000, the Plan and any and all Stock Options granted
thereunder shall be and become null and void, and of no effect, on January 22,
2000.
7
<TABLE>
EXHIBIT 12
PAGE 1 OF 2
THE UNITED ILLUMINATING COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS)
<CAPTION>
TWELVE
MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Net income $46,795 $50,393 $39,096 $45,791 $47,043 $51,619
Federal income taxes 34,551 41,951 35,252 30,186 31,342 45,642
State income taxes 6,216 12,976 8,506 8,651 9,001 11,173
Fixed charges 88,093 83,994 80,097 78,016 75,187 64,069
------------ ----------- ------------ ----------- ----------- ------------
Earnings available for fixed charges $175,655 $189,314 $162,951 $162,644 $162,573 $172,503
============ =========== ============ =========== =========== ============
FIXED CHARGES
Interest on long-term debt $73,772 $63,431 $66,305 $63,063 $60,214 $46,117
Other interest 10,301 16,723 9,534 10,881 10,931 14,254
One third of rental charges 4,020 3,840 4,258 4,072 4,042 3,698
------------ ----------- ------------ ----------- ----------- ------------
$88,093 $83,994 $80,097 $78,016 $75,187 $64,069
============ =========== ============ =========== =========== ============
RATIO OF EARNINGS TO FIXED
CHARGES 1.99 2.25 2.03 2.08 2.16 2.69
============ =========== ============ =========== =========== ============
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 12
PAGE 2 OF 2
THE UNITED ILLUMINATING COMPANY
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
(IN THOUSANDS)
<CAPTION>
TWELVE
MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Net income $46,795 $50,393 $39,096 $45,791 $47,043 $51,619
Federal income taxes 34,551 41,951 35,252 30,186 31,342 45,642
State income taxes 6,216 12,976 8,506 8,651 9,001 11,173
Fixed charges 88,093 83,994 80,097 78,016 75,187 64,069
----------- ---------- ----------- ---------- ---------- -----------
Earnings available for combined fixed
charges and preferred stock
dividend requirements $175,655 $189,314 $162,951 $162,644 $162,573 $172,503
=========== ========== =========== ========== ========== ===========
FIXED CHARGES AND PREFERRED
STOCK DIVIDEND REQUIREMENTS
Interest on long-term debt $ 73,772 $ 63,431 $ 66,305 $ 63,063 $60,214 $46,117
Other interest 10,301 16,723 9,534 10,881 10,931 14,254
One third of rental charges 4,020 3,840 4,258 4,072 4,042 3,698
Preferred stock dividend requirements (1) 6,223 2,778 699 379 381 351
----------- ---------- ----------- ---------- ---------- -----------
$94,316 $86,772 $80,796 $78,395 $75,568 $64,420
=========== ========== =========== ========== ========== ===========
RATIO OF EARNINGS TO FIXED
CHARGES AND PREFERRED
STOCK DIVIDEND REQUIREMENTS 1.86 2.18 2.02 2.07 2.15 2.68
=========== ========== =========== ========== ========== ===========
</TABLE>
(1) Preferred Stock Dividends increased to reflect the pre-tax earnings required
to cover such dividend requirements.
EXHIBIT NO. 21
List of Subsidiaries of
THE UNITED ILLUMINATING COMPANY
STATE OR JURISDICTION
OF INCORPORATION OR NAME UNDER WHICH
NAME OF SUBSIDIARY ORGANIZATION SUBSIDIARY DOES BUSINESS
------------------ --------------------- ------------------------
United Funding Capital Delaware United Funding Capital
Partnership L.P. Partnership L.P.
United Resources, Inc. Connecticut United Resources, Inc.
Thermal Energies, Inc.* Connecticut Thermal Energies, Inc.
Precision Power, Inc.* Connecticut Precision Power, Inc.
American Payment Systems, Inc.* Connecticut American Payment Systems, Inc.
United Bridgeport Energy, Inc. Connecticut United Bridgeport Energy, Inc.
Precision Constructors, Inc.** Connecticut Precision Constructors, Inc.
Allen Electric Co., Inc.** New Jersey Allen Electric Co., Inc.
- ----------------------
* Subsidiary of United Resources, Inc.
** Subsidiary of Precision Power, Inc.
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,048,717
<OTHER-PROPERTY-AND-INVEST> 119,627
<TOTAL-CURRENT-ASSETS> 192,108
<TOTAL-DEFERRED-CHARGES> 10,666
<OTHER-ASSETS> 300,188
<TOTAL-ASSETS> 1,671,306
<COMMON> 282,271
<CAPITAL-SURPLUS-PAID-IN> (31)
<RETAINED-EARNINGS> 167,378
<TOTAL-COMMON-STOCKHOLDERS-EQ> 449,618
0
0
<LONG-TERM-DEBT-NET> 518,191
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 48,684
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 6,806
0
<CAPITAL-LEASE-OBLIGATIONS> 16,322
<LEASES-CURRENT> 361
<OTHER-ITEMS-CAPITAL-AND-LIAB> 631,324
<TOT-CAPITALIZATION-AND-LIAB> 1,671,306
<GROSS-OPERATING-REVENUE> 333,200
<INCOME-TAX-EXPENSE> 31,376
<OTHER-OPERATING-EXPENSES> 253,424
<TOTAL-OPERATING-EXPENSES> 284,800
<OPERATING-INCOME-LOSS> 48,400
<OTHER-INCOME-NET> 57
<INCOME-BEFORE-INTEREST-EXPEN> 48,457
<TOTAL-INTEREST-EXPENSE> 24,570
<NET-INCOME> 23,887
66
<EARNINGS-AVAILABLE-FOR-COMM> 23,821
<COMMON-STOCK-DIVIDENDS> 20,225
<TOTAL-INTEREST-ON-BONDS> 32,368
<CASH-FLOW-OPERATIONS> 8,703
<EPS-BASIC> 1.69
<EPS-DILUTED> 1.69
</TABLE>
