FILE NO. 70-09151
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO
PROPOSED AMENDMENT OF A CREDIT
FACILITY FOR NUCLEAR FUEL FINANCING
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE CONNECTICUT LIGHT AND POWER COMPANY
107 Selden Street
Berlin, Connecticut 06037
WESTERN MASSACHUSETTS ELECTRIC COMPANY
107 Selden Street
Berlin, Connecticut 06037
(Name of companies filing this statement and address
of principal executive offices)
NORTHEAST UTILITIES
(Name of top registered holding company)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, Connecticut 06141-0270
(Name and address of agent for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
David R. McHale Jeffrey C. Miller, Esq.
Assistant Treasurer Northeast Utilities Service Company
Northeast Utilities Service Company P.O. Box 270
P.O. Box 270 Hartford, Connecticut 06141-0270
Hartford, Connecticut 06141-0270
Paula Lacey Herman, Esq.
Day, Berry & Howard
CityPlace I
Hartford, Connecticut 06103-3499
The Application/Declaration in File No. 70-09151 is hereby amended as
follows:
1. The following exhibits are added to "ITEM 6. EXHIBITS AND FINANCIAL
STATEMENTS" and are filed herewith:
A.1 Second Amendment to Credit Agreement dated as of May 12, 1995.
A.2 First Amendment to Credit Agreement dated as of April 30, 1993.
A.3 Form of Credit Agreement. (Incorporated by reference to Exhibit A to
Form U-1, File No. 70-7875, dated April 29, 1991).
G.1 Financial Data Schedule for Northeast Utilities and Subsidiaries.
G.2 Financial Data Schedule for The Connecticut Light and Power Company
and Subsidiaries.
G.3 Financial Data Schedule for Western Massachusetts Electric Company
and Subsidiaries.
2. The following exhibits and financial statements are also filed herewith:
a. Exhibits
I. Schedules of Fees, Commissions and Expenses.
b. Financial Statements
1. The Connecticut Light and Power Company
1.1 Balance Sheet, per books and pro forma, as of September 30, 1997.
1.2 Statement of Income and Surplus, per books and pro forma, 12 months
ended September 30, 1997.
2. Western Massachusetts Electric Company
2.1 Balance Sheet, per books and pro forma, as of September 30, 1997.
2.2 Statement of Income and Surplus, per books and pro forma, 12 months
ended September 30, 1997.
3. Northeast Utilities and Subsidiaries
3.1 Consolidated Balance Sheet, per books and pro forma, as of
September 30, 1997.
3.2 Consolidated Statement of Income and Surplus, per books and pro
forma, 12 months ended September 30, 1997.
3. The reference to File No. 70-7876 in exhibits B.1, B.2, B.3, B.4 and B.5
under "ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS" is changed to
reference File No. 70-7875.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, each of the undersigned companies has duly caused this Amendment to be
signed on its behalf by the undersigned officer or attorney thereunto duly
authorized.
Date: January 12, 1998
NORTHEAST UTILITIES
THE CONNECTICUT LIGHT AND POWER COMPANY
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By/s/David R. McHale
Assistant Treasurer
EXHIBIT A.1
SECOND AMENDMENT
SECOND AMENDMENT dated as of May 12, 1995 (this "Second Amendment") to the
Credit Agreement dated as of February 11, 1992, as amended pursuant to a
First Amendment dated as of April 30, 1993, among Bankers Trust Company, not
in its individual capacity but solely as trustee of the Niantic Bay Fuel
Trust under the Trust Agreement dated as of January 4, 1982, as amended and
restated by the Amendment to and Restatement of Trust Agreement dated as of
February 11, 1992, between it, State Street Bank and Trust Company of
Connecticut, National Association (which is the successor trustor to the New
Connecticut Bank and Trust Company, National Association, as assignee of the
Federal Deposit Insurance Corporation, as receiver of The Connecticut Bank
and Trust Company, National Association), as Trustor, and the Connecticut
Light and Power Company and Western Massachusetts Electric Company, as
Beneficiaries, each of the financial institutions party thereto, and The
First National Bank of Chicago, as agent for such financial institutions (as
so amended and as it may have been otherwise supplemented or modified through
the date hereof, the "Existing Credit Agreement").
The parties hereto wish to amend the Existing Credit Agreement in certain
respects and accordingly hereby agree as follows:
1. Definitions. Unless the context otherwise requires, all terms used
herein which are defined in the Existing Credit Agreement shall have the
meanings assigned to them therein.
2. Extension of the Maturity Date. The parties hereto hereby agree that
notwithstanding anything to the contrary set forth in Section 2.5.6 or any
other provision of the Existing Credit Agreement, (i) this Second Amendment
shall be deemed to be an Extension Letter delivered to the Bank Agent
pursuant to Section 2.5.6 of the Existing Credit Agreement by the end of the
Extension Request Period (as defined in Section 2.5.6 of the Existing Credit
Agreement) beginning January 1, 1995, and (ii) upon the satisfaction of the
conditions precedent set forth in Section 5 of this Second Amendment but
effective as of May 12, 1995, the Maturity Date is hereby extended to
February 19, 1998.
3. Amendments to Existing Credit Agreement. Upon the satisfaction of the
conditions precedent set forth in Section 5 of this Second Amendment but
effective as of May 12, 1995, the Existing Credit Agreement shall be amended
as follows:
(a) Section 2.4.3 of the Existing Credit Agreement shall be amended by
deleting the phrase ".20% per annum" where it appears therein and inserting
the phrase ".135% per annum" in lieu thereof.
(b) Schedule "I" of the Existing Credit Agreement shall be amended by
deleting it in its entirety and substituting in lieu thereof the new Schedule
"I" attached hereto.
(c) Exhibit "M" of the Existing Credit Agreement shall be amended by
deleting it in its entirety and substituting in lieu thereof the new Exhibit
"M" attached hereto.
4. Representations and Warranties. The Trustee hereby confirms, reaffirms
and restates as of the Effective Date (as defined in Section 5 of this Second
Amendment) the representations and warranties set forth in Article V of the
Existing Credit Agreement provided that such representations and warranties
shall be and are hereby amended as follows: each reference therein to "this
Credit Agreement" shall be deemed to be a collective reference to the
Existing Credit Agreement, this Second Amendment and the Existing Credit
Agreement as amended by this Second Amendment.
5. Conditions Precedent. This Second Amendment and the provisions
contained herein shall become effective as of May 12, 1995 on the date (the
"Effective Date") when all of the following conditions precedent shall have
been satisfied:
(a) This Second Amendment shall have been duly executed and delivered by the
Bank Agent and the Trustee on one or more counterparts and all the Banks
shall have signed a counterpart or counterparts hereof and notified the Bank
Agent by telex or telecopy that such action has been taken and that such
executed counterpart or counterparts will be mailed or otherwise delivered to
the Bank Agent.
(b) (i) The representations and warranties of the Trustee contained in
Article V of the Existing Credit Agreement, in the Depositary Agreement, and
in the Trust Agreement shall be true and correct in all material respects on
and as of the Effective Date with the same effect as if made on and as of the
Effective Date, (ii) no Event of Default, Unmatured Event of Default or Event
of Termination shall be in existence on the Effective Date or shall occur as
a result of the execution and delivery of this Second Amendment, and (iii)
each of the Basic Agreements shall be in full force and effect without
amendment or modification, except as approved in writing by the Bank Agent
and the Required Banks.
(c) The representations and warranties of the Lessees contained in Sections
2 and 35 of the Lease Agreement shall be true and correct in all material
respects on and as of the Effective Date with the same effect as if made on
and as of the Effective Date.
(d) The Trustee and the Bank Agent shall have received a certificate of the
Lessees in substantially the form of Exhibit "A" hereto, appropriately
completed and signed by a Vice President, Treasurer or Assistant Treasurer of
each Lessee.
6. Effect on the Existing Credit Agreement. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants and
conditions of the Existing Credit Agreement and the Bank Notes (a) shall
remain unaltered, (b) shall continue to be, and shall remain, in full force
and effect in accordance with their respective terms, and (c) are hereby
ratified and confirmed in all respects. Upon the effectiveness of this
Second Amendment, all references in the Existing Credit Agreement (including
references in the Existing Credit Agreement as amended by this Second
Amendment) to "this Credit Agreement" (and all indirect references such as
"hereby", "herein", "hereof" and "hereunder") shall be deemed to be
references to the Existing Credit Agreement as amended by this Second
Amendment.
7. Expenses. The Trustee shall reimburse the Bank Agent for any and all
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Bank Agent, which
attorneys may be employees of the Bank Agent) paid or incurred by the Bank
Agent in connection with the preparation, review, execution and delivery of
this Second Amendment.
8. Entire Agreement. This Second Amendment, the Existing Credit Agreement
as amended by this Second Amendment, and the Bank Notes embody the entire
agreement and understanding between the parties hereto and supersede any and
all prior agreements and understandings between the parties hereto relating
to the subject matter hereof.
9. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
10. Counterparts. This Second Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Second Amendment by signing any
such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the date first above written.
BANKERS TRUST COMPANY,
not in its individual capacity but solely as trustee of the Niantic Bay Fuel
Trust under the Trust Agreement dated as of January 4, 1982, as amended and
restated by the Amendment to and Restatement of Trust Agreement dated as of
February 11, 1992, between it and the Trustor and the Beneficiaries named
therein
By:
Title: ASSISTANT TREASURER
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Bank Agent
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE BANK OF NEW YORK
By:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
Title:
BANK OF MONTREAL
By:
Title:
CIBC, INC.
By:
Title:
THE TORONTO-DOMINION BANK
By:
Title:
THE BANK OF CALIFORNIA, N.A.
By:
Title:
BARCLAYS BANK PLC
By:
Title:
MELLON BANK, N.A.
By:
Title: Vice President
SHAWMUT BANK, N.A.
By:
Title:
SWISS BE CORPORATION
By:
Darryl M. Monasebian
Associate Director
Title: Merchant Banking
By:
Teresa A. Portela
Associate Director
Title: Merchant Banking
SCHEDULE "I"
TO
CREDIT AGREEMENT
COMMITMENTS
Bank
Commitment
The First National Bank of Chicago $ 27,000,000
The Bank of Nova Scotia $ 22,000,000
The Bank of New York $ 19,000,000
The First National Bank of Boston $ 19,000,000
Bank of Montreal $ 15,000,000
CIBC, Inc. $ 15,000,000
The Toronto-Dominion Bank $ 15,000,000
The Bank of California, N.A $ 11,000,000
Barclays Bank PLC $ 8,000,000
Mellon Bank, N.A. $ 8,000,000
Shawmut Bank, N.A $ 8,000,000
Swiss Bank Corporation $ 8,000,000
TOTAL $ 175,000,000
EXHIBIT A.2
FIRST AMENDMENT
FIRST AMENDMENT dated as of April 30, 1993 (this "First Amendment") to the
Credit Agreement dated as of February 11, 1992 among Bankers Trust Company,
not in its individual capacity but solely as trustee of the Niantic Bay Fuel
Trust under the Trust Agreement dated as of January 4, 1982, as amended and
restated by the Amendment to and Restatement of Trust Agreement dated as of
February 11, 1992, between it, State Street Bank and Trust Company of
Connecticut, National Association (which is the successor trustor to The New
Connecticut Bank and Trust Company, National Association, as assignee of the
Federal Deposit Insurance Corporation, as receiver of The Connecticut Bank
and Trust Company, National Association), as Trustor, and The Connecticut
Light and Power Company and Western Massachusetts Electric Company, as
Beneficiaries, each of the financial institutions party thereto, and The
First National Bank of Chicago, as agent for such financial institutions (the
"Existing Credit Agreement").
The parties hereto wish to amend the Existing Credit Agreement in certain
respects and accordingly hereby agree as follows:
1. Definitions. Unless the context otherwise requires, all terms used
herein which are defined in the Existing Credit Agreement shall have the
meanings assigned to them therein.
2. Amendments to Existing Credit Agreement. Upon the satisfaction of the
conditions precedent set forth in Section 4 of this First Amendment but
effective as of February 19, 1993, the Existing Credit Agreement shall be
amended as follows:
(a) Article I of the Existing Credit Agreement shall be amended by deleting
in its entirety the definition of "Maturity Date" set forth therein and
substituting in lieu thereof the following new definition of "Maturity Date":
"'Maturity Date' means February 19, 1996 or such later date as may be
determined pursuant to Section 2.5.6."
(b) Section 2.5.6 of the Existing Credit Agreement shall be amended by
deleting it in its entirety and substituting in lieu thereof the following
new Section 2.5.6:
"2.5.6. Extension of Maturity Date. The Trustee may, during the period
beginning on January 1 of each year and ending on March 31 of each year (each
such period being hereinafter referred to as an "Extension Request Period"),
execute and deliver to the Bank Agent an Extension Letter in the form of
Exhibit "F" hereto, with appropriate insertions, requesting that the Maturity
Date be extended to the date one year after the then existing Maturity Date
(the May 31st immediately following the expiration of any Extension Request
Period being hereinafter referred to as the "Extension Deadline" with respect
to any Extension Letter delivered to the Bank Agent during such Extension
Request Period). The Bank Agent shall promptly after its receipt Extension
Letter distribute counterparts thereof to the Banks. Each Bank may, in its
sole and absolute discretion and without any obligation whatsoever to do so,
execute such Extension Letter and return a counterpart thereof to the Bank
Agent. Upon the Bank Agent's receipt prior to the applicable Extension
Deadline of counterparts of an Extension Letter executed by all of the Banks
(after giving effect to any substitution of Banks provided for herein), the
then current Maturity Date shall be extended by one year to the new Maturity
Date specified in such Extension Letter. Any Bank which fails to execute and
return to the Bank Agent a counterpart of any Extension Letter within 30 days
after its receipt thereof shall be deemed to have denied the request
contained therein. If any Bank denies, or is deemed to have denied, a request
by the Trustee to extend the Maturity Date, the Trustee may at any time prior
to the applicable Extension Deadline require such Bank to transfer all its
rights and obligations hereunder to another financial institution selected by
the Trustee with the consent of the Bank Agent (which consent shall not be
unreasonably withheld) and willing to participate in this Credit Agreement
(as extended pursuant to the relevant Extension Letter) in place of such
Bank. All accrued and unpaid principal, interest and fees with respect to
such Bank's Commitment and Loans shall be due and payable by the Trustee to
such Bank upon such transfer. Notwithstanding any such transfer, the
obligations of the Trustee under Sections 3.1, 3.3 and 9.7 shall survive any
such transfer and be enforceable by such Bank."
3. Representations and Warranties. The Trustee hereby confirms, reaffirms
and restates as of the Effective Date (as defined in Section 4 of this First
Amendment) the representations and warranties set forth in Article V of the
Existing Credit Agreement provided that such representations and warranties
shall be and hereby are amended as follows: each reference therein to "this
Credit Agreement" shall be deemed to be a collective reference to the
Existing Credit Agreement, this First Amendment and the Existing Credit
Agreement as amended by this First Amendment.
4. Conditions Precedent. This First Amendment and the provisions contained
herein shall become effective as of February 19, 1993 on the date (the
"Effective Date") when all of the following conditions precedent shall have
been satisfied:
(a) This First Amendment shall have been duly executed and delivered by the
Bank Agent and the Trustee on one or more counterparts and all the Banks
shall have signed a counterpart or counterparts hereof and notified the Bank
Agent by telex or telecopy that such action has been taken and that such
executed counterpart or counterparts will be mailed or otherwise delivered to
the Bank Agent.
(b) (i) The representations and warranties of the Trustee contained in
Article V of the Existing Credit Agreement, in the Depositary Agreement, and
in the Trust Agreement shall be true and correct in all material rents on and
as of the Effective Date with the same effect as if made on and as of the
Effective Date, (ii) no Event of Default, Unmatured Event of Default or Event
of Termination shall be in existence on the Effective Date or shall occur as
a result of the execution and delivery of this First Amendment, and (iii)
each of the Basic
Agreements shall be in full force and effect without amendment or
modification, except as approved in writing by the Bank Agent and the
Required Banks.
(c) The representations and warranties of the Lessees contained in Sections
2 and 35 of the Lease Agreement shall be true and correct in all material
respects on and as of the Effective Date with the same effect as if made on
and as of the Effective Date.
(d) The Trustee and the Bank Agent shall have received a certificate of the
Lessees in substantially the form of Exhibit "A" hereto, appropriately
completed and signed by a Vice President, Treasurer or Assistant Treasurer of
each Lessee.
5. Effect on the Existing Credit Agreement. Except as expressly amended
hereby, of the representations, warranties, terms, covenants and conditions
of the Existing Credit Agreement and the Bank Notes (a) shall remain
unaltered, (b) shall continue to be, and shall remain, in full force and
effect in accordance with their respective terms, and (c) are hereby ratified
and confirmed in all respects. Upon the effectiveness of this First
Amendment, all references in the Existing Credit Agreement (including
references in the Existing Credit Agreement as amended by this First
Amendment) to "this Credit Agreement" (and all indirect references such as
"hereby," "herein," "hereof," and "hereunder") shall be deemed to be
references to the Existing Credit Agreement as amended by this First
Amendment.
6. Expenses. The Trustee shall reimburse the Bank Agent for any and all
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Bank Agent, which
attorneys may be employees of the Bank Agent) paid or incurred by the Bank
Agent in connection with the preparation, review, execution and delivery of
this First Amendment.
7. Entire Agreement. This First Amendment, the Existing Credit Agreement as
amended by this First Amendment, and the Bank Notes embody the entire
agreement and understanding between the parties hereto and supersede any and
all prior agreements and understandings between the parties hereto relating
to the subject matter hereof.
8. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
9. Counterparts. This First Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this First Amendment by signing any
such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed as of the date first above written.
BANKERS TRUST COMPANY,
not in its individual capacity but solely as trustee
of the Niantic Bay Fuel Trust under the Trust
Agreement dated as of January 4, 1982, as
amended and restated by the Amendment to and
Restatement of Trust Agreement dated as of
February 11, 1992, between it and the Trustor
and the Beneficiaries named therein
By:
Title: ASSISTANT VICE PRESIDENT
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Bank Agent
By:
Title: VICE PRESIDENT
THE BANK OF NEW YORK
By:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
BANK OF MONTREAL
By:
Title:
BARCLAYS BANK PLC
By:
Title:
CIBC, INC.
By:
Title:
THE TORONTO-DOMINION BANK
By:
Title:
THE BANK OF CALIFORNIA, N.A.
By:
Title:
MELLON BANK, N.A.
By:
Title:
SWISS BANK CORPORATION
By:
James J. McDevitt
Director
Merchant Banking
Title:
By:
Darryl M. Monasebian
Associate Director
Merchant Banking
Title:
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> SEP-30-1997 SEP-30-1997
<PERIOD-TYPE> 12-MOS 12-MOS
<BOOK-VALUE> PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 6,537,278 6,537,581
<OTHER-PROPERTY-AND-INVEST> 745,019 745,019
<TOTAL-CURRENT-ASSETS> 1,005,865 1,005,865
<TOTAL-DEFERRED-CHARGES> 2,323,855 2,323,855
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 10,612,017 10,612,320
<COMMON> 684,003 684,00
<CAPITAL-SURPLUS-PAID-IN> 933,080 933,08
<RETAINED-EARNINGS> 701,707 701,18
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,161,284 2,160,765
245,750 245,750
136,200 136,200
<LONG-TERM-DEBT-NET> 3,653,646 3,653,646
<SHORT-TERM-NOTES> 150,000 150,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 249,146 249,146
30,250 30,250
<CAPITAL-LEASE-OBLIGATIONS> 172,202 172,505
<LEASES-CURRENT> 35,928 35,928
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,620,105 3,620,408
<TOT-CAPITALIZATION-AND-LIAB> 10,612,017 10,612,320
<GROSS-OPERATING-REVENUE> 3,792,342 3,792,342
<INCOME-TAX-EXPENSE> (37,544) (37,909)
<OTHER-OPERATING-EXPENSES> 3,723,852 3,724,736
<TOTAL-OPERATING-EXPENSES> 3,686,308 3,686,827
<OPERATING-INCOME-LOSS> 106,034 105,515
<OTHER-INCOME-NET> 23,672 23,672
<INCOME-BEFORE-INTEREST-EXPEN> 129,706 129,187
<TOTAL-INTEREST-EXPENSE> 273,243 273,243
<NET-INCOME> (143,537) (144,056)
31,513 31,513
<EARNINGS-AVAILABLE-FOR-COMM> (175,050) (175,569)
<COMMON-STOCK-DIVIDENDS> 64,211 64,211
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 435,963 435,444
<EPS-PRIMARY> (1.356) (1.360)
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> SEP-30-1997 SEP-30-1997
<PERIOD-TYPE> 12-MOS 12-MOS
<BOOK-VALUE> PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,770,969 3,771,214
<OTHER-PROPERTY-AND-INVEST> 459,758 459,758
<TOTAL-CURRENT-ASSETS> 601,233 601,233
<TOTAL-DEFERRED-CHARGES> 1,364,862 1,364,862
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,196,822 6,197,067
<COMMON> 122,229 122,229
<CAPITAL-SURPLUS-PAID-IN> 640,915 640,915
<RETAINED-EARNINGS> 413,407 412,974
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,176,551 1,176,118
151,250 151,250
116,200 116,200
<LONG-TERM-DEBT-NET> 2,020,874 2,020,874
<SHORT-TERM-NOTES> 135,000 135,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 25,615 25,615
3,750 3,750
<CAPITAL-LEASE-OBLIGATIONS> 132,123 132,368
<LEASES-CURRENT> 25,422 25,422
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,410,037 2,410,470
<TOT-CAPITALIZATION-AND-LIAB> 6,196,822 6,197,067
<GROSS-OPERATING-REVENUE> 2,423,062 2,423,062
<INCOME-TAX-EXPENSE> (94,787) (95,097)
<OTHER-OPERATING-EXPENSES> 2,589,835 2,590,578
<TOTAL-OPERATING-EXPENSES> 2,495,048 2,495,481
<OPERATING-INCOME-LOSS> (71,986) (72,419)
<OTHER-INCOME-NET> 12,604 12,604
<INCOME-BEFORE-INTEREST-EXPEN> (59,382) (59,815)
<TOTAL-INTEREST-EXPENSE> 136,665 136,665
<NET-INCOME> (196,047) (196,480)
15,221 15,221
<EARNINGS-AVAILABLE-FOR-COMM> (211,268) (211,701)
<COMMON-STOCK-DIVIDENDS> 11,978 11,978
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 2,566 2,133
<EPS-PRIMARY> (1.728) (1.732)
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> SEP-30-1997 SEP-30-1997
<PERIOD-TYPE> 12-MOS 12-MOS
<BOOK-VALUE> PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 784,058 784,116
<OTHER-PROPERTY-AND-INVEST> 118,059 118,059
<TOTAL-CURRENT-ASSETS> 49,972 49,999
<TOTAL-DEFERRED-CHARGES> 215,523 215,523
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 1,167,612 1,167,697
<COMMON> 26,812 26,812
<CAPITAL-SURPLUS-PAID-IN> 151,106 151,106
<RETAINED-EARNINGS> 53,530 53,444
<TOTAL-COMMON-STOCKHOLDERS-EQ> 231,448 231,362
19,500 19,500
20,000 20,000
<LONG-TERM-DEBT-NET> 386,298 386,298
<SHORT-TERM-NOTES> 15,000 15,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 9,800 9,800
1,500 1,500
<CAPITAL-LEASE-OBLIGATIONS> 26,757 26,815
<LEASES-CURRENT> 5,973 5,973
<OTHER-ITEMS-CAPITAL-AND-LIAB> 451,336 451,449
<TOT-CAPITALIZATION-AND-LIAB> 1,167,612 1,167,697
<GROSS-OPERATING-REVENUE> 425,423 425,423
<INCOME-TAX-EXPENSE> (18,759) (18,814)
<OTHER-OPERATING-EXPENSES> 452,127 452,213
<TOTAL-OPERATING-EXPENSES> 433,368 433,454
<OPERATING-INCOME-LOSS> (7,945) (8,031)
<OTHER-INCOME-NET> 2,833 2,833
<INCOME-BEFORE-INTEREST-EXPEN> (5,112) (5,198)
<TOTAL-INTEREST-EXPENSE> 28,851 28,851
<NET-INCOME> (33,963) (34,049)
3,705 3,705
<EARNINGS-AVAILABLE-FOR-COMM> (37,668) (37,754)
<COMMON-STOCK-DIVIDENDS> 18,757 18,757
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 58,781 58,695
<EPS-PRIMARY> (3.512) (3.520)
<EPS-DILUTED> 0 0
</TABLE>
EXHIBIT I
NORTHEAST UTILITIES AND SUBSIDIARIES
THE CONNECTICUT LIGHT & POWER COMPANY AND SUBSIDIARIES
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARIES
SCHEDULE OF ESTIMATED FEES AND EXPENSES
CREDIT AGREEMENT
Legal Fees: Approximately $ 45,000
Annual Administration Fee: $ 5,000
Bank Fees:
Amendment Fee: $375,000
Arrangement Fee: $250,000
NUSCO Fees: $ 10,000
$685,000
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 1.1 PAGE 1 OF 2
(UNAUDITED) PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
ASSETS
UTILITY PLANT, AT COST:
ELECTRIC $6,375,765 $6,375,765
LESS: ACC. DEPREC. 2,840,296 2,840,296
---------------------------------------------
3,535,469 0 3,535,469
CONST. WIP 100,870 100,870
NUCLEAR FUEL, NET 134,630 140 (a) 134,875
105 (b)
---------------------------------------------
TOTAL NET UTILITY PLANT 3,770,969 245 3,771,214
---------------------------------------------
OTHER PROP. AND INVEST.:
NUC. DECOM. TRST, AT MKT. 345,416 345,416
INV. REG. NUC. GEN. CO.'S
AT EQUITY 60,723 60,723
OTHER, AT COST 53,619 53,619
---------------------------------------------
TOTAL OTHER PROP. &
INVESTMENTS 459,758 0 459,758
CURRENT ASSETS:
CASH & CASH EQUIVALENTS 395 395
NOTES REC., AFFIL. CO'S. 32,600 32,600
RECEIVABLES, NET 227,739 227,739
ACCOUNT REC., AFFIL. CO'S. 6,044 6,044
TAXES RECEIVABLE 69,283 69,283
ACCRUED UTILITY REV.S 72,554 72,554
FUEL, MATERIAL & SUPPLIES
AT AVERAGE COST 81,685 81,685
RECOV. ENRG. COST, NET --
CURRENT PORTION 17,977 17,977
PREPAYMENTS AND OTHER 92,956 92,956
---------------------------------------------
TOTAL CURRENT ASSETS 601,233 0 601,233
---------------------------------------------
DEFERRED CHARGES:
REGULATORY ASSETS:
INCOME TAXES, NET 706,862 706,862
UNREC. CONTRACT. OBLIG. 365,479 365,479
DEF. DEMAND SIDE MGMT.
COSTS 45,652 45,652
REC. ENERGY COSTS, NET 104,776 104,776
COGENERATION COST 42,269 42,269
OTHER 56,317 56,317
UNAMORT. DEBT EXPENSE 19,754 19,754
OTHER 23,753 23,753
---------------------------------------------
TOTAL DEF. CHARGES 1,364,862 0 1,364,862
---------------------------------------------
TOTAL ASSETS $6,196,822 $245 $6,197,067
*EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 3 OF 3
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 1.1 PAGE 2 OF 2
PRO FORMA
(UNAUDITED) GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
CAPITAL. AND LIABILITIES
CAPITALIZATION:
COMMON SHARES $122,229 $122,229
CAPITAL SURPLUS, PAID IN 640,915 640,915
RETAINED EARNINGS 413,407 (433) 412,974
---------------------------------------------
TOT. STOCKHOLDER'S
EQUITY 1,176,551 (433) 1,176,118
PREF. STOCK NOT SUBJ. TO
MANDATORY REDEMPTION 116,200 116,200
PREF. STOCK SUBJECT TO
MANDATORY REDEMPTION 151,250 151,250
LONG-TERM DEBT 2,020,874 2,020,874
---------------------------------------------
TOTAL CAPITALIZATION 3,464,875 (433) 3,464,442
MINOR. INT. IN CONS. SUBS 100,000 100,000
OBLIG. UNDER CAP. LEASES 132,123 140 (a) 132,368
105 (b)
CURRENT LIABILITIES:
NOTES PAYABLE TO BANK 135,000 135,000
L-T DEBT AND PREF. STOCK
CURRENT PORTION 29,365 29,365
OBLIG. UNDER CAP. LEASES
CURRENT PORTION 25,422 25,422
ACCOUNTS PAYABLE 123,943 123,943
A/ P AFFIL. CO'S. 77,565 27 (d) 77,592
ACCRUED TAXES 26,562 (310)(c) 26,252
ACCRUED INTEREST 27,414 410 (a) 27,824
306 (b)
NUCLEAR COMPLIANCE 80,760 80,760
OTHER 20,195 20,195
---------------------- -------------------
TOT. CURRENT LIABILITIES 546,226 433 546,659
DEFERRED CREDITS:
ACCUM. DEF. INCOME TAXES 1,314,281 1,314,281
ACC. DEF.INVEST.TAX CRDT. 129,555 129,555
DEF. CONTRACT. OBLIG. 374,228 374,228
OTHER 135,534 135,534
---------------------------------------------
TOTAL DEFERRED CREDITS 1,953,598 0 1,953,598
---------------------------------------------
TOT. CAPITAL. AND
LIABILITIES $6,196,822 $245 $6,197,067
*EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 3 OF 3
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
FOR 12 MONTHS ENDED SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 1.2 PAGE 1 OF 3
PRO FORMA
(UNAUDITED) GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
OPERATING REVENUE $2,423,062 $0 $2,423,062
---------------------------------------------
OPERATING EXPENSES:
OPERATION
FUEL, PURCH. AND NET
INTERCHANGE POWER 962,290 410 (a) 963,006
306 (b)
27 (d)
OTHER 789,721 789,721
MAINTENANCE 352,244 352,244
DEPRECIATION 241,843 241,843
AMORT. REG. ASSETS, NET 72,105 72,105
FED/ STATE INCOME TAXES (91,995) (310)(c) (92,305)
OTHER TAXES 168,840 168,840
---------------------------------------------
TOTAL OPERATING EXPENSES 2,495,048 433 2,495,481
---------------------------------------------
OPERATING LOSS (71,986) (433) (72,419)
---------------------------------------------
OTHER INCOME (LOSS):
EQUITY IN EARN. OF REG.
NUC. GEN. AND TRANS. COS 5,895 5,895
OTHER, NET 13,217 13,217
MIN. INT. IN INCOME OF SUB (9,300) (9,300)
INCOME TAXES 2,792 2,792
---------------------------------------------
OTHER INCOME, NET 12,604 0 12,604
---------------------------------------------
LOSS BEF. INT. CHARGES (59,382) (433) (59,815)
---------------------------------------------
INTEREST CHARGES:
INTEREST ON L-T DEBT 131,506 131,506
OTHER INTEREST 5,159 5,159
---------------------------------------------
INTEREST CHARGES, NET 136,665 0 136,665
---------------------------------------------
NET LOSS (196,047) (433) (196,480)
*EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 3 OF 3
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 1.2 PAGE 2 OF 3
PER BOOK
(UNAUDITED) ADJUSTED TO
PRO FORMA REFLECT
PER BOOK ADJUSTMENTS* PRO FORMA
BAL. AT BEGINNING OF PERIOD $636,654 $636,654
NET LOSS (196,047) (433) (196,480)
CASH DIVIDENDS ON PREF. STOCK (15,221) (15,221)
CASH DIVIDEND ON COMMON STOCK (11,979) (11,979)
BALANCE AT END OF PERIOD $413,407 ($433) $412,974
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
EXPLANATION OF ADJUSTMENTS
(ACTUAL DOLLARS)
FINANCIAL STATEMENT 1.2 PAGE 3 OF 3
(UNAUDITED)
DEBIT CREDIT
(a) NUCLEAR FUEL, NET 140,454
OPERATING EXPENSES: FUEL COSTS 410,346
ACC. INTEREST PAYABLE 410,346
OBLIGATIONS UNDER CAP. LEASES 140,346
To record the impact of CL&P's 81% share of the $680,000 in estimated fees
and expenses for this transaction. Approximately 25.5% of the fees are
capitalized.
(b) NUCLEAR FUEL, NET 104,566
OPERATING EXPENSES: FUEL COSTS 305,497
ACC. INTEREST PAYABLE 305,497
OBLIGATIONS UNDER CAP. LEASES 104,566
To record the impact of CL&P's 81% share of the estimated $506,250 in
increased interest expense. Approximately 25.5% of this increased interest
expense is capitalized.
(c) ACCRUED TAXES 309,598
FED./STATE INC. TAXES 309,598
To record the impact of CL&P's share of the total estimated $365,035 in tax
benefits related to the 1998 expense of fees, expenses and increased interest
expense.
(d) OPERATING EXPENSES: FUEL COST 26,512
A/P AFFIL. COS. 26,512
To record the NUG&T allocation impact for the expensed transaction costs and
incremental interest payable to WMECO.
ASSUMPTIONS:
1. INCREASED INTEREST COSTS OVER EURODOLLARS IS 112.5 BPS,
25.5% OF WHICH IS CAPITALIZED
2. THE EFFECTIVE TAX RATE FOR CL&P REMAINS AT 41.7048%
3. NUG&T ALLOCATION FACTOR IS CURRENTLY 84%.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.1 PAGE 1 OF 2
PRO FORMA
(UNAUDITED) GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
ASSETS
UTILITY PLANT, AT COST:
ELECTRIC $1,271,027 $1,271,027
LESS: ACC. DEPREC. 537,535 537,535
---------------------------------------------
733,492 0 733,492
CONST. WIP 19,808 19,808
NUCLEAR FUEL, NET 30,758 33 (a) 30,816
25 (b)
---------------------------------------------
TOTAL NET UTILITY PLANT 784,058 58 784,116
---------------------------------------------
OTHER PROP. AND INVEST.:
NUC. DECOM. TRST, AT MKT. 96,668 96,668
INV. REG. NUC. GEN. CO.'S
AT EQUITY 16,488 16,488
OTHER, AT COST 4,903 4,903
---------------------------------------------
TOTAL OTHER PROP. &
INVESTMENTS 118,059 0 118,059
CURRENT ASSETS:
CASH & CASH EQUIVALENTS 15,048 15,048
RECEIVABLES, NET 2,136 2,136
ACCOUNT REC., AFFIL. CO'S. 3,907 27 (d) 3,934
TAXES RECEIVABLE 6,506 6,506
ACCRUED UTILITY REV.S 28 28
FUEL, MATERIAL & SUPPLIES
AT AVERAGE COST 6,080 6,080
---------------------------------------------
TOTAL CURRENT ASSETS 49,972 27 49,999
---------------------------------------------
DEFERRED CHARGES:
REGULATORY ASSETS:
INCOME TAXES, NET 63,015 63,015
UNREC. CONTRACT. OBLIG. 100,644 100,644
REC. ENERGY COSTS, NET 15,231 15,231
OTHER 30,060 30,060
UNAMORT. DEBT EXPENSE 2,831 2,831
OTHER 3,742 3,742
---------------------------------------------
TOTAL DEF. CHARGES 215,523 0 215,523
---------------------------------------------
TOTAL ASSETS $1,167,612 $85 $1,167,697
*EXPLANATION AT FINANCIAL STATEMENT 2.2 PAGE 3 OF 3
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.1 PAGE 2 OF 2
PRO FORMA
(UNAUDITED) GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
CAPITAL. AND LIABILITIES
CAPITALIZATION:
COMMON SHARES $26,812 $26,812
CAPITAL SURPLUS, PAID IN 151,106 151,106
RETAINED EARNINGS 53,530 (86) 53,444
---------------------------------------------
TOT. STOCKHLDER'S EQTY.
EQUITY 231,448 (86) 231,362
PREF. STOCK NOT SUBJ. TO
MANDATORY REDEMPTION 20,000 20,000
PREF. STOCK SUBJECT TO
MANDATORY REDEMPTION 19,500 19,500
LONG-TERM DEBT 386,298 386,298
---------------------------------------------
TOTAL CAPITALIZATION 657,246 (86) 657,160
OBLIG. UNDER CAP. LEASES 26,757 33 (a) 26,815
25 (b)
CURRENT LIABILITIES:
NOTES PAYABLE TO BANK 15,000 15,000
NOTES PAYABLE TO AFFIL. CO'S 2,350 2,350
L-T DEBT AND PREF. STOCK
CURRENT PORTION 11,300 11,300
OBLIG. UNDER CAP. LEASES
CURRENT PORTION 5,973 5,973
ACCOUNTS PAYABLE 20,114 20,114
A/ P AFFIL. CO'S. 20,555 20,555
ACCRUED TAXES 1,043 (55)(c) 988
ACCRUED INTEREST 4,232 96 (a) 4,400
72 (b)
NUCLEAR COMPLIANCE 18,920 18,920
OTHER 3,319 3,319
---------------------- -------------------
TOT. CURRENT LIABILITIES 102,806 113 102,919
DEFERRED CREDITS:
ACCUM. DEF. INCOME TAXES 234,137 234,137
ACC. DEF.INVEST.TAX CRDT. 23,731 23,731
DEF. CONTRACT. OBLIG. 100,644 100,644
OTHER 22,291 22,291
---------------------------------------------
TOTAL DEFERRED CREDITS 380,803 0 380,803
---------------------------------------------
TOT. CAPITAL. AND
LIABILITIES $1,167,612 $85 $1,167,697
*EXPLANATION AT FINANCIAL STATEMENT 2.2 PAGE 3 OF 3
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
FOR 12 MONTHS ENDED SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.2 PAGE 1 OF 3
PRO FORMA
(UNAUDITED) GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
OPERATING REVENUE $425,423 $0 $425,423
---------------------------------------------
OPERATING EXPENSES:
OPERATION
FUEL, PURCH. AND NET
INTERCHANGE POWER 146,792 96 (a) 146,888
72 (b)
(27) (d)
OTHER 157,381 157,381
MAINTENANCE 81,001 81,001
DEPRECIATION 40,057 40,057
AMORT. REG. ASSETS, NET 5,846 5,846
FED/ STATE INCOME TAXES (17,167) (55) (c) (17,222)
OTHER TAXES 19,458 19,458
---------------------------------------------
TOTAL OPERATING EXPENSES 433,368 86 433,454
---------------------------------------------
OPERATING LOSS (7,945) (86) (8,031)
---------------------------------------------
OTHER INCOME (LOSS):
EQUITY IN EARN. OF REG.
NUC. GEN. AND TRANS. COS 1,595 1,595
OTHER, NET (354) (354)
INCOME TAXES 1,592 1,592
---------------------------------------------
OTHER INCOME, NET 2,833 0 2,833
---------------------------------------------
LOSS BEF. INT. CHARGES (5,112) (86) (5,198)
---------------------------------------------
INTEREST CHARGES:
INTEREST ON L-T DEBT 24,134 24,134
OTHER INTEREST 4,717 4,717
---------------------------------------------
INTEREST CHARGES, NET 28,851 0 28,851
---------------------------------------------
NET LOSS (33,963) (86) (34,049)
*EXPLANATION AT FINANCIAL STATEMENT 2.2 PAGE 3 OF 3
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.2 PAGE 2 OF 3
(UNAUDITED) PER BOOK
ADJUSTED TO
PRO FORMA REFLECT
PER BOOK ADJUSTMENTS* PRO FORMA
BAL. AT BEGINNING OF PERIOD 110,329 110,329
NET LOSS (33,963) (86) (34,049)
CASH DIVIDENDS ON PREF. STOCK (3,705) 3,705)
CASH DIVIDEND ON COMMON STOCK (18,757) (18,757)
LOSS ON RETIRE. OF PREF. STOCK (374) (374)
BALANCE AT END OF PERIOD 53,530 53,444
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARIES
EXPLANATION OF ADJUSTMENTS
(ACTUAL DOLLARS)
FINANCIAL STATEMENT 2.2 PAGE 3 OF 3
(UNAUDITED)
DEBIT CREDIT
(a) NUCLEAR FUEL, NET 32,946
OPERATING EXPENSES: FUEL COSTS 96,254
ACC. INTEREST PAYABLE 96,254
OBLIGATIONS UNDER CAP. LEASES 32,946
To record the impact of WMECO's 19% share of the $680,000 in estimated fees
and expenses for this transaction. Approximately 25.5% of the fees are
capitalized.
(b) NUCLEAR FUEL, NET 24,528
OPERATING EXPENSES: FUEL COSTS 71,659
ACC. INTEREST PAYABLE 71,659
OBLIGATIONS UNDER CAP. LEASES 24,528
To record the impact of WMECO's 19% share of the estimated $506,250 in
increased interest expense. Approximately 25.5% of this increased interest
expense is capitalized.
(c) ACCRUED TAXES 55,437
FED./STATE INC. TAXES 55,437
To record the impact of WMECO's share of the total estimated $365,035 in tax
benefits related to 1998 expense of fees, expenses and increased interest
expense.
(d) ACCOUNT REC., AFFIL. CO'S. 26,512
OPERATING EXPENSES: FUEL COST 26,512
To record the NUG&T allocation impact related to the expensed transaction
costs and incremental interest payable from CL&P.
ASSUMPTIONS:
1. INCREASED INTEREST COSTS OVER EURODOLLARS IS 112.5 BPS,
25.5% OF WHICH IS CAPITALIZED
2. THE EFFECTIVE TAX RATE FOR WMECO REMAINS AT 39.2054%
3. NUG&T ALLOCATION FACTOR IS CURRENTLY 16%.
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 3.1 PAGE 1 OF 2
PRO FORMA
(UNAUDITED) GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
ASSETS
UTILITY PLANT, AT COST:
ELECTRIC 9,802,205 9,802,205
OTHER 189,561 189,561
---------- -------------- -------------------
9,991,766 9,991,766
LESS: ACC.PROV. FOR DEPREC. 4,243,306 4,243,306
---------------------------------------------
5,748,460 0 5,748,460
UNAMORT. PSNH ACQ. COSTS 424,641 424,641
CONSTRUCT. WORK IN PROGRESS 168,381 168,381
NUCLEAR FUEL, NET 195,796 173 (a) 196,099
130 (b)
---------------------------------------------
TOTAL NET UTILITY PLANT 6,537,278 303 6,537,581
OTHER PROPERTY AND INVESTMENTS:
NUC. DECOM. TRUSTS, AT MKT. 470,424 470,424
INVESTMENTS IN SUB. CO'S
AT EQUITY 90,804 90,804
INVESTMENTS IN TRANSMISSION
COMPANIES, AT EQUITY 21,191 21,191
INVESTMENTS IN CHARTER OAK
ENERGY, INC. PROJECTS 78,417 78,417
OTHER, AT COST 84,183 84,183
---------------------------------------------
TOT. OTH. PROP. & INVEST. 745,019 0 745,019
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS 213,084 213,084
SPECIAL DEPOSITS 669 669
RECEIVABLES, NET 365,409 365,409
ACCRUED UTILITY REVENUES 106,882 106,882
FUEL, MATERIALS AND SUPPLIES,
AT AVERAGE COST 213,557 213,557
RECOV. ENERGY COST, NET --
CURRENT PORTION 41,460 41,460
PREPAYMENTS AND OTHER 64,804 64,804
---------------------------------------------
TOTAL CURRENT ASSETS 1,005,865 0 1,005,865
---------------------------------------------
DEFERRED CHARGES:
REGULATORY ASSETS:
INCOME TAXES, NET 948,594 948,594
DEF. COSTS - NUC. PLANTS 200,438 200,438
UNREC. CONTRACTUAL OBLIGS 555,380 555,380
REC. ENERGY COSTS, NET 322,853 322,853
DEF. DEMAND SIDE MGMT.
COSTS 45,652 45,652
COGENERATION COST 42,269 42,269
OTHER 96,279 96,279
UNAMORTIZED DEBT EXPENSE 39,912 39,912
OTHER 72,478 72,478
---------------------------------------------
TOTAL DEFERRED CHARGES 2,323,855 0 2,323,855
---------- -------------- -------------------
TOTAL ASSETS 10,612,017 10,612,320
*EXPLANATION AT FINANCIAL STATEMENT 3.2 PAGE 3 OF 3
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 3.1 PAGE 2 OF 2
PRO FORMA
(UNAUDITED) GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON SHARES 684,003 684,003
CAPITAL SURPLUS, PAID IN 933,080 933,080
DEF. BENEFIT PLAN - ESOP (157,506) (157,506)
RETAINED EARNINGS 701,707 (519) 701,188
---------------------------------------------
TOTAL COMMON STOCKHOLDER'S
EQUITY 2,161,284 (519) 2,160,765
PREF. STOCK NOT SUBJECT TO
MANDATORY REDEMPTION 136,200 136,200
PREF. STOCK SUBJECT TO
MANDATORY REDEMPTION 245,750 245,750
LONG-TERM DEBT 3,653,646 3,653,646
---------------------------------------------
TOTAL CAPITALIZATION 6,196,880 (519) 6,196,361
MINORITY INTEREST IN CONS. SUBS 99,855 99,855
OBLIGATIONS UNDER CAP. LEASES 172,202 173 (a) 172,505
130 (b)
CURRENT LIABILITIES:
NOTES PAYABLE TO BANK 150,000 150,000
LONG-TERM DEBT AND PREF. STOCK
CURRENT PORTION 279,396 279,396
OBLIGATIONS UNDER CAP. LEASES
CURRENT PORTION 35,928 35,928
ACCOUNTS PAYABLE 322,207 322,207
ACCRUED TAXES 41,656 (365)(c) 41,291
ACCRUED INTEREST 63,162 507 (a) 64,046
377 (b)
ACCRUED PENSION BENEFITS 88,099 88,099
NUCLEAR COMPLIANCE 100,160 100,160
OTHER 99,242 99,242
---------------------- -------------------
TOTAL CURRENT LIABILITIES 1,179,850 519 1,180,369
DEFERRED CREDITS:
ACCUM. DEF. INCOME TAXES 1,958,684 1,958,684
ACCUM. DEF.INVEST.TAX CREDIT 161,238 161,238
DEF. CONTRACTUAL OBLIGATIONS 564,129 564,129
OTHER 279,179 279,179
---------------------------------------------
TOTAL DEFERRED CREDITS 2,963,230 0 2,963,230
---------------------------------------------
TOTAL CAPITALIZATION AND
LIABILITIES 10,612,017 10,612,320
*EXPLANATION AT FINANCIAL STATEMENT 3.2 PAGE 3 OF 3
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
FOR 12 MONTHS ENDED SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 3.2 PAGE 1 OF 3
PRO FORMA
(UNAUDITED) GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
OPERATING REVENUE 3,792,342 3,792,342
---------------------------------------------
OPERATING EXPENSES:
OPERATION
FUEL, PURCH. AND NET
INTERCHANGE POWER 1,274,969 507(a) 1,275,853
377(b)
OTHER 1,193,967 1,193,967
MAINTENANCE 506,480 506,480
DEPRECIATION 357,079 357,079
AMORT. OF REG. ASSETS, NET 133,596 133,596
FED. AND STATE INCOME TAXES (30,943) (365)(c) (31,308)
TAXES OTHER THAN INC. TAXES 251,160 251,160
---------------------------------------------
TOTAL OPERATING EXPENSES 3,686,308 519 3,686,827
---------------------------------------------
OPERATING INCOME 106,034 (519) 105,515
---------------------------------------------
OTHER INCOME (LOSS):
DEF. NUCLEAR PLANTS RETURN
OTHER FUNDS 7,076 7,076
EQUITY IN EARNINGS OF REG.
NUCLEAR GEN. AND TRANS. 11,803 11,803
OTHER, NET 7,492 7,492
MIN. INT. IN INCOME OF SUB (9,300) (9,300)
INCOME TAXES 6,601 6,601
---------------------------------------------
OTHER INCOME, NET 23,672 0 23,672
---------------------------------------------
INCOME BEFORE INTEREST CHARGES 129,706 (519) 129,187
---------------------------------------------
INTEREST CHARGES:
INTEREST ON LONG-TERM DEBT 280,272 280,272
OTHER INTEREST 6,277 6,277
DEF. NUC. PLANTS RETURN
BORROWED FUNDS (13,306) (13,306)
---------------------------------------------
INTEREST CHARGES, NET 273,243 0 273,243
---------------------------------------------
LOSS BEFORE PREF. DIVIDEN (143,537) (519) (144,056)
PREF. DIVIDENDS OF SUBS 31,513 31,513
---------------------------------------------
NET LOSS (175,050) (519) (175,569)
*EXPLANATION AT FINANCIAL STATEMENT 3.2 PAGE 3 OF 3
NORTHEAST UTILITIES AND SUBSIDIARIES
CAPITAL STRUCTURE AS OF SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 3.2 PAGE 2 OF 3
PER BOOK
(UNAUDITED) ADJUSTED TO
PRO FORMA REFLECT
% PER BOOK ADJUSTMENT* PRO FORMA %
DEBT:
SHORT-TERM DEBT 150,000 0 150,000
LONG-TERM DEBT 3,902,792 3,902,792
---------------------------------------------
TOTAL DEBT 61.2% 4,052,792 0 4,052,792 61.2%
PREFERRED STOCK:
NOT SUBJECT TO REDEMP. 136,200 136,200
SUBJECT TO REDEMPTION 276,000 276,000
---------------------------------------------
TOTAL PREF. STOCK 6.2% 412,200 0 412,200 6.2%
COMMON EQUITY:
COMMON SHARES 684,003 684,003
CAPITAL SURPLUS, PAID IN 933,080 933,080
DEFERRED BENEFIT PLAN
-ESOP (157,506) (157,506)
RETAINED EARNINGS 701,707 (519) 701,188
---------------------------------------------
TOT. COM. STOCKHOLDER'S
EQUITY 32.6% 2,161,284 (519) 2,160,765 32.6%
---------------------------------------------
TOTAL CAPITAL 100.0% 6,626,276 (519) 6,625,757 100.0%
NORTHEAST UTILITIES AND SUBSIDIARIES
EXPLANATION OF ADJUSTMENTS
(ACTUAL DOLLARS)
FINANCIAL STATEMENT 3.2 PAGE 3 OF 3
(UNAUDITED)
DEBIT CREDIT
(a) NUCLEAR FUEL, NET 173,400
OPERATING EXPENSES: FUEL COSTS 506,600
ACC. INTEREST PAYABLE 506,600
OBLIGATIONS UNDER CAP. LEASES 173,400
To record the impact on NU of the $680,000 in estimated fees and expenses for
this transaction. Approximately 25.5% of the fees are capitalized.
(b) NUCLEAR FUEL, NET 129,094
OPERATING EXPENSES: FUEL COSTS 377,156
ACC. INTEREST PAYABLE 377,156
OBLIGATIONS UNDER CAP. LEASES 129,094
To record the impact on NU of the estimated $506,250 in increased interest
expense. Approximately 25.5% of the interest is capitalized.
(c) ACCRUED TAXES 365,035
FEDERAL AND STATE INCOME TAX EXPENSE 365,035
To record the impact on NU of the total estimated $365,035 in tax benefits
related to the 1998 expense of fees,expenses and increased interest expense.
ASSUMPTIONS:
1. INCREASED INTEREST COSTS OVER EURODOLLARS IS 112.5 BPS 25.5% OF WHICH IS
CAPITALIZED.
2. THE EFFECTIVE TAX RATE REMAINS AT 41.7048% FOR CL&P AND 39.2054% FOR
WMECO.
