FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 ________
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
1-5324 NORTHEAST UTILITIES 04-2147929
(a Massachusetts voluntary association)
174 Brush Hill Avenue
West Springfield, Massachusetts 01090-2010
Telephone: (413) 785-5871
0-11419 THE CONNECTICUT LIGHT AND POWER COMPANY 06-0303850
(a Connecticut corporation)
107 Selden Street
Berlin, Connecticut 06037-1616
Telephone: (860) 665-5000
1-6392 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 02-0181050
(a New Hampshire corporation)
1000 Elm Street
Manchester, New Hampshire 03105-0330
Telephone: (603) 669-4000
0-7624 WESTERN MASSACHUSETTS ELECTRIC COMPANY 04-1961130
(a Massachusetts corporation)
174 Brush Hill Avenue
West Springfield, Massachusetts 01090-2010
Telephone: (413) 785-5871
33-43508 NORTH ATLANTIC ENERGY CORPORATION 06-1339460
(a New Hampshire corporation)
1000 Elm Street
Manchester, New Hampshire 03105-0330
Telephone: (603) 669-4000
Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes X No ___
Indicate the number of shares outstanding of each of the issuers' classes of
common stock, as of the latest practicable date:
Company - Class of Stock Outstanding at October 31, 1999
Northeast Utilities
Common shares, $5.00 par value 131,566,014 shares
The Connecticut Light and Power Company
Common stock, $10.00 par value 12,222,930 shares
Public Service Company of New Hampshire
Common stock, $1.00 par value 1,000 shares
Western Massachusetts Electric Company
Common stock, $25.00 par value 1,072,471 shares
North Atlantic Energy Corporation
Common stock, $1.00 par value 1,000 shares
GLOSSARY OF TERMS
The following is a glossary of frequently used abbreviations or acronyms that
are found throughout this report:
COMPANIES
NU Northeast Utilities
CL&P The Connecticut Light and Power Company
Charter Oak or COE Charter Oak Energy, Inc.
WMECO Western Massachusetts Electric Company
HWP Holyoke Water Power Company
NUSCO or the Service Company Northeast Utilities Service Company
NNECO Northeast Nuclear Energy Company
NAEC North Atlantic Energy Corporation
NAESCO or North Atlantic North Atlantic Energy Service Corporation
PSNH Public Service Company of New Hampshire
RRR The Rocky River Realty Company
NUEI NU Enterprises, Inc.
NGC Northeast Generation Company
NGS Northeast Generation Services Company
Select Energy Select Energy, Inc.
Mode 1 Mode 1 Communications, Inc.
NEON Northeast Optic Network, Inc.
HEC HEC, Inc.
Quinnehtuk The Quinnehtuk Company
NU system The Northeast Utilities system companies,
including NU and its wholly owned operating
subsidiaries: CL&P, PSNH, WMECO and NAEC
CYAPC Connecticut Yankee Atomic Power Company
MYAPC Maine Yankee Atomic Power Company
VYNPC Vermont Yankee Nuclear Power Corporation
YAEC Yankee Atomic Electric Company
Yankee Companies CYAPC, MYAPC, VYNPC and YAEC
Yankee Yankee Energy System, Inc.
Consolidated Edison Consolidated Edison, Inc.
CMEEC Corporate Mutual Electric Energy Cooperative
GENERATING UNITS
Millstone 1 Millstone Unit No. 1, a 660 MW nuclear unit
completed in 1970
Millstone 2 Millstone Unit No. 2, an 870 MW nuclear
electric generating unit completed in 1975
Millstone 3 Millstone Unit No. 3, a 1,154 MW nuclear
electric generating unit completed in 1986
Seabrook or Seabrook 1 Seabrook Unit No. 1, a 1,148 MW nuclear
electric generating unit completed in 1986;
Seabrook 1 went into service in 1990.
REGULATORS
DPUC Connecticut Department of Public Utility Control
DOE U.S. Department of Energy
DTE Massachusetts Department of Telecommunications
and Energy
EPA Environmental Protection Agency
FERC Federal Energy Regulatory Commission
NHPUC New Hampshire Public Utilities Commission
NRC Nuclear Regulatory Commission
SEC Securities and Exchange Commission
OTHER
kWh Kilowatt hour
MW Megawatt
NU 1998 Form 10-K The NU system combined 1998 Form 10-K as filed
with the SEC.
Northeast Utilities and Subsidiaries
The Connecticut Light and Power Company and Subsidiaries
Public Service Company of New Hampshire
Western Massachusetts Electric Company and Subsidiary
North Atlantic Energy Corporation
TABLE OF CONTENTS
Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
and
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations
For the following companies:
Northeast Utilities and Subsidiaries
Consolidated Balance Sheets - September 30, 1999
and December 31, 1998 2
Consolidated Statements of Income - Three
Months and Nine Months Ended September 30,
1999 and 1998 (Restated) 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 1998
(Restated) 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
Report of Independent Public Accountants 17
The Connecticut Light and Power Company and
Subsidiaries
Consolidated Balance Sheets - September 30, 1999
and December 31, 1998 20
Consolidated Statements of Income - Three
Months and Nine Months Ended September 30,
1999 and 1998 22
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 1998 23
Management's Discussion and Analysis of
Financial Condition and Results of Operations 24
Public Service Company of New Hampshire
Balance Sheets - September 30, 1999
and December 31, 1998 28
Statements of Income - Three Months and Nine
Months Ended September 30, 1999 and 1998 30
Statements of Cash Flows - Nine Months Ended
September 30, 1999 and 1998 31
Management's Discussion and Analysis of
Financial Condition and Results of Operations 32
Western Massachusetts Electric Company and Subsidiary
Consolidated Balance Sheets - September 30, 1999
and December 31, 1998 36
Consolidated Statements of Income - Three
Months and Nine Months Ended September 30,
1999 and 1998 38
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 1998 39
Management's Discussion and Analysis of
Financial Condition and Results of Operations 40
North Atlantic Energy Corporation
Balance Sheets - September 30, 1999
and December 31, 1998 44
Statements of Income - Three Months and Nine
Months Ended September 30, 1999 and 1998 46
Statements of Cash Flows - Nine Months Ended
September 30, 1999 and 1998 47
Management's Discussion and Analysis of
Financial Condition and Results of Operations 48
Notes to Financial Statements (unaudited -
all companies) 50
Part II. Other Information
Item 1. Legal Proceedings 61
Item 5. Other Information 62
Item 6. Exhibits and Reports on Form 8-K 63
Signatures 65
PART I. FINANCIAL INFORMATION
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
- ------
Utility Plant, at cost:
Electric................................................ $ 9,600,034 $ 9,570,547
Other................................................... 211,593 195,325
------------- -------------
9,811,627 9,765,872
Less: Accumulated provision for depreciation......... 6,428,197 4,224,416
------------- -------------
3,383,430 5,541,456
Unamortized PSNH acquisition costs...................... 331,541 352,855
Construction work in progress........................... 187,890 143,159
Nuclear fuel, net....................................... 138,687 133,411
------------- -------------
Total net utility plant............................. 4,041,548 6,170,881
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 680,995 619,143
Investments in regional nuclear generating
companies, at equity................................... 88,625 85,791
Other, at cost.......................................... 97,674 151,857
------------- -------------
867,294 856,791
------------- -------------
Current Assets:
Cash and cash equivalents............................... 335,418 136,155
Investments in securitizable assets..................... 66,486 182,118
Receivables, net........................................ 332,285 237,207
Unbilled revenues....................................... 71,476 42,145
Fuel, materials, and supplies, at average cost.......... 204,709 202,661
Recoverable energy costs, net--current portion.......... 68,147 67,181
Prepayments and other................................... 98,161 68,087
------------- -------------
1,176,682 935,554
------------- -------------
Deferred Charges:
Regulatory assets:
Recoverable nuclear costs............................. 2,526,408 576,323
Income taxes,net...................................... 656,379 762,495
Deferred costs--nuclear plants........................ 131,102 187,132
Unrecovered contractual obligations................... 357,002 407,926
Recoverable energy costs, net......................... 270,306 279,232
Other................................................. 101,022 115,841
Unamortized debt expense................................ 35,066 40,416
Other .................................................. 102,137 54,790
------------ ------------
4,179,422 2,424,155
------------ ------------
Total Assets.............................................. $ 10,264,946 $ 10,387,381
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common shareholders' equity:
Common shares, $5 par value--authorized
225,000,000 shares; 137,237,564 shares issued and
131,566,014 shares outstanding in 1999 and
137,031,264 shares issued and 130,954,740 shares
outstanding in 1998.................................. $ 686,188 $ 685,156
Capital surplus, paid in.............................. 940,405 940,661
Deferred contribution plan--employee stock
ownership plan...................................... (131,185) (140,619)
Retained earnings..................................... 597,505 560,769
Accumulated other comprehensive income................ 1,523 1,405
------------- -------------
Total common shareholders' equity.............. 2,094,436 2,047,372
Preferred stock not subject to mandatory redemption..... 136,200 136,200
Preferred stock subject to mandatory redemption......... 137,289 167,539
Long-term debt.......................................... 2,946,588 3,282,138
------------- -------------
Total capitalization........................... 5,314,513 5,633,249
------------- -------------
Minority Interest in Consolidated Subsidiaries............ 100,000 100,000
------------- -------------
Obligations Under Capital Leases.......................... 71,268 88,423
------------- -------------
Current Liabilities:
Notes payable to banks.................................. 251,100 30,000
Long-term debt and preferred stock--current
portion................................................ 409,793 397,153
Obligations under capital leases--current
portion................................................ 120,128 120,856
Accounts payable........................................ 335,391 338,612
Accrued taxes........................................... 124,923 50,755
Accrued interest........................................ 61,495 51,044
Other................................................... 140,984 139,367
------------- ------------
1,443,814 1,127,787
------------- ------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 1,766,797 1,848,694
Accumulated deferred investment tax credits............. 135,758 143,369
Decommissioning obligation--Millstone 1................. 692,000 692,000
Deferred contractual obligations........................ 368,948 418,760
Other................................................... 371,848 335,099
------------- ------------
3,335,351 3,437,922
------------- ------------
Commitments and Contingencies (Note 3)
Total Capitalization and Liabilities........... $ 10,264,946 $ 10,387,381
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
1998 1998
1999 (Restated) 1999 (Restated)
------------- ------------- ------------- -------------
(Thousands of Dollars, except share information)
<S> <C> <C> <C> <C>
Operating Revenues............................. $ 1,240,539 $ 974,382 $ 3,322,515 $ 2,808,096
------------- ------------- ------------- -------------
Operating Expenses:
Operation --
Fuel, purchased and net interchange power.... 592,802 374,295 1,461,289 1,118,557
Other........................................ 189,276 203,236 575,913 574,675
Maintenance................................... 79,688 85,552 273,196 282,548
Depreciation.................................. 77,584 80,475 244,707 254,260
Amortization of regulatory assets, net........ 84,862 52,767 217,923 119,795
Federal and state income taxes................ 56,409 30,207 111,956 64,595
Taxes other than income taxes................. 70,616 65,175 202,099 194,207
Gain on sale of utility plant................. (21,242) - (21,242) -
------------- ------------- ------------- -------------
Total operating expenses............... 1,129,995 891,707 3,065,841 2,608,637
------------- ------------- ------------- -------------
Operating Income............................... 110,544 82,675 256,674 199,459
------------- ------------- ------------- -------------
Other (Loss)/Income:
Deferred nuclear plants return--other
funds...................................... 1,037 1,679 3,444 5,335
Equity in earnings of regional nuclear
generating and transmission companies..... 2,385 3,041 5,887 10,132
Millstone 1--unrecoverable costs............. (6,348) (25,053) (6,348) (26,722)
Other, net................................... (21,590) (7,927) (25,896) (1,396)
Minority interest in income of subsidiary.... (2,325) (2,325) (6,975) (6,975)
Income taxes................................. 18,556 15,559 38,995 25,887
------------- ------------- ------------- -------------
Other (loss)/income, net............... (8,285) (15,026) 9,107 6,261
------------- ------------- ------------- -------------
Income before interest charges......... 102,259 67,649 265,781 205,720
------------- ------------- ------------- -------------
Interest Charges:
Interest on long-term debt................... 62,743 66,303 195,568 205,776
Other interest............................... 4,624 1,284 9,457 4,203
Deferred nuclear plants return--borrowed
funds..................................... (1,990) (3,011) (6,679) (9,789)
------------- ------------- ------------- -------------
Interest charges, net.................. 65,377 64,576 198,346 200,190
------------- ------------- ------------- -------------
Income after interest charges.......... 36,882 3,073 67,435 5,530
Preferred Dividends of Subsidiaries............ 5,664 6,148 17,545 20,281
------------- ------------- ------------- -------------
Net Income (Loss).............................. $ 31,218 $ (3,075) $ 49,890 $ (14,751)
============= ============= ============= =============
Earnings (Loss) Per Common Share--Basic and
Diluted..................................... $ 0.24 $ (0.02) $ 0.38 $ (0.11)
============= ============= ============= =============
Common Shares Outstanding (average)............ 131,525,509 130,629,535 131,317,964 130,462,708
============= ============= ============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1998
1999 (Restated)
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Cash flows from operating activities:
Income before preferred dividends of subsidiaries......... $ 67,435 $ 5,530
Adjustments to reconcile to net cash
from operating activities:
Depreciation............................................ 244,707 254,260
Deferred income taxes and investment tax credits, net... (30,550) 39,244
Deferred nuclear plants return.......................... (10,123) (15,124)
Amortization of nuclear plants return................... 64,800 28,792
Amortization of demand-side-management costs, net....... 19,143 44,568
Amortization of recoverable energy costs................ 7,960 28,314
Amortization of PSNH acquisition costs.................. 21,314 42,326
Amortization of regulatory asset - income taxes......... 50,461 37,601
Amortization of cogeneration deferral................... 5,835 22,197
Amortization of regulatory liability - PSNH............. (10,953) (24,645)
Amortization of Millstone 1 investment.................. 59,668 3,730
Amortization of other regulatory assets................. 26,798 9,794
Gain on sale of utility plant........................... (21,242) -
Other sources of cash................................... 160,420 126,430
Other uses of cash...................................... (87,653) (13,405)
Changes in working capital:
Receivables and unbilled revenues, net.................. (194,409) (49,918)
Fuel, materials, and supplies........................... (2,048) 3,416
Accounts payable........................................ (3,221) (146,049)
Accrued taxes........................................... 74,168 13,431
Sale of receivables..................................... 70,000 75,000
Investment in securitizable assets...................... 115,632 131,661
Other working capital (excludes cash)................... (18,006) (48,527)
----------- -----------
Net cash provided by operating activities................... 610,136 568,626
----------- -----------
Cash flows from financing activities:
Issuance of common shares................................. 2,962 402
Issuance of long-term debt................................ 200 275
Net increase/(decrease) in short-term debt................ 221,100 (10,000)
Reacquisitions and retirements of long-term debt.......... (331,175) (258,341)
Reacquisitions and retirements of preferred stock......... (30,250) (48,678)
Cash dividends on preferred stock......................... (17,545) (20,281)
----------- -----------
Net cash used in financing activities....................... (154,708) (336,623)
----------- -----------
Cash flows from investing activities:
Investment in plant:
Electric and other utility plant........................ (187,650) (143,642)
Nuclear fuel............................................ (38,349) (17,832)
----------- -----------
Net cash used for investments in plant.................... (225,999) (161,474)
Investments in nuclear decommissioning trusts............. (54,218) (57,385)
Investment in non-regulated assets........................ (24,002) -
Net proceeds from the sale of utility plant............... 48,385 -
Other investment activities, net.......................... (331) 4,306
----------- -----------
Net cash used in investing activities....................... (256,165) (214,553)
----------- -----------
Net increase in cash and cash equivalents................... 199,263 17,450
Cash and cash equivalents - beginning of period............. 136,155 143,403
----------- -----------
Cash and cash equivalents - end of period................... $ 335,418 $ 160,853
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
NORTHEAST UTILITIES AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
This discussion should be read in conjunction with the consolidated financial
statements and footnotes in this Form 10-Q, the First and Second Quarter 1999
Form 10-Qs, the 1998 Form 10-K and current reports on Form 8-K dated September
14, 1999, October 13, 1999, and October 27, 1999.
FINANCIAL CONDITION
Overview
NU had earnings of $31.2 million, or 24 cents per share, in the third quarter
of 1999, compared with a loss of $3.1 million, or 2 cents per share, in the
third quarter of 1998.
For the first nine months of 1999, NU had earnings of $49.9 million, or 38
cents per share, compared with a loss of $14.8 million, or 11 cents per share,
in the first nine months of 1998.
Third quarter 1999 results reflected a 27 percent increase in revenues.
Operating revenues totaled $1.24 billion in the third quarter of 1999, compared
to $974 million in the same period of 1998. The increase in operating revenues
is attributed to consistently hot summer weather, an improving regional
economy, and the growth of Select Energy, NU's competitive power marketing
affiliate. Retail sales from NU's regulated subsidiaries were 6.2 percent
higher in the third quarter of 1999 compared with the same period of 1998.
Non-fuel operation and maintenance (O&M) costs totaled approximately $269
million in the third quarter of 1999, compared with $289 million in the third
quarter of 1998. Lower O&M costs are attributed to lower spending at Millstone
Station in 1999, partially offset by higher storm costs.
Select Energy's revenues totaled $175.5 million in the third quarter of 1999,
compared with $1.2 million in the same period of 1998. However, in part
because of high purchased power costs, Select Energy recorded an after-tax
loss of $15.2 million in the third quarter of 1999, compared with an after-tax
loss of $3.0 million in the same quarter of 1998.
Third quarter results included a pre-tax write-off of $11 million of CL&P's
share of capital expenditures at Millstone Station resulting from an October 1,
1999 industry restructuring order approved by Connecticut regulators. Results
in the third quarter of 1998 included a pre-tax write-off of $25 million for
NU's subsidiaries' investment in the retired Millstone 1 nuclear plant.
The improvement in the first nine months of 1999 results were primarily due to
higher retail sales from NU's regulated subsidiaries, and the return to service
of the two Millstone units. The recovery of Millstone Station has significantly
lowered replacement power costs and certain O&M expenses.
A combination of strong economic growth, improved nuclear performance and the
NU system's ability to hold down costs is contributing to the continued
financial recovery of NU.
Consolidated Edison Merger
On October 13, 1999, NU and Consolidated Edison announced that they have
agreed to a merger to combine the two companies. The transaction has a value
of approximately $7.5 billion, including NU's debt, capitalized leases, and
preferred securities. Under the agreement, Consolidated Edison will acquire
all of the common stock of NU for $25 per share in a combination of cash and
Consolidated Edison common stock. NU shareholders will have the right to elect
cash or stock subject to pro ration if the elections exceed 50 percent in
either cash or stock. NU shareholders who elect to receive stock will receive
the number of shares of Consolidated Edison stock based on the average trading
prices, determined pursuant to a formula, prior to the closing, but so long as
such average trading prices are between $36 and $46, the total value of
Consolidated Edison common stock received by the NU shareholders will be $25.
NU shareholders also have the right to receive an additional $1 per share in
value if definitive agreements to sell its interests (other than that now held
by its New Hampshire subsidiary) in the Millstone 2 and Millstone 3 nuclear
units are entered into and recommended by the Utility Operations and Management
Unit of the DPUC on or prior to the later of December 31, 2000 or the closing
of the merger. Further, the value of the amount of cash or stock to be received
by NU shareholders will increase by $0.0034 per share per day for each day that
the transaction does not close after August 5, 2000. The merger is conditioned
upon the approval of the shareholders of both companies and several regulatory
agencies, including the FERC, the SEC, and the NRC and the completion of state
regulatory proceedings. The companies anticipate that these regulatory
proceedings can be completed within 12 to 18 months from the date of the
announcement.
Upon completion of the merger, NU will become a wholly owned subsidiary of
Consolidated Edison. NU's operating companies will retain their names and
their headquarters will continue to be located in their respective service
territories. The combined company will be the nation's largest electric
distribution utility with over 5 million electric as well as 1.4 million gas
customers serving a diverse mix of urban and suburban communities with a
population of more than 13 million. The combined company will have revenues
on a pro forma basis of approximately $11 billion and a total enterprise value
of $19 billion.
Yankee Merger
On October 12, 1999, the Board of Directors of Yankee announced that the
proposed merger with NU had been approved by Yankee shareholders. The merger
requires regulatory approvals which are expected to be completed by early to
mid-year 2000. Under terms of the agreement, Yankee will retain its corporate
name and will become a wholly owned subsidiary of NU. Yankee is the parent of
Yankee Gas Services Company, Connecticut's largest natural gas distribution
company. Management does not expect the merger agreement between NU and
Consolidated Edison to impact NU and Yankee moving forward with their planned
merger.
Liquidity and Capital Resources
Net cash provided by operating activities totaled approximately $610 million
for the first nine months of 1999, up from $569 million for the first nine
months of 1998. Approximately $256 million of net cash flow was used for
investment activities in 1999, compared with $215 million in 1998. Investment
activities for the first nine months of 1999 included construction
expenditures, nuclear fuel purchases for the Millstone 3 and Seabrook
refueling outages, an investment by Select Energy to acquire certain assets
of Aurora Natural Gas LLC and investments in nuclear decommissioning trusts,
partially offset by the net proceeds from the sale of WMECO's fossil and
hydroelectric generation assets. In the first nine months of 1999, $221
million of short-term debt was issued to pay bond maturities, long-term
debt and preferred stock sinking funds that totaled $361 million. In the
first nine months of 1998, debt and preferred stock were reduced by $317
million.
On September 14, 1999, the Board of Trustees approved the payment of NU's
first common stock dividend since March 1997. NU will pay a dividend of 10
cents per share on December 30, 1999, to shareholders of record as of the
close of business December 1, 1999.
NU expects to repurchase approximately $215 million of its outstanding shares
over the next year in connection with its merger with Yankee.
CL&P and WMECO's $313.75 million revolving credit line will expire on November
21, 1999. As of September 30, 1999, CL&P and WMECO had $160 million and $78
million, respectively, outstanding under that line. On October 25, 1999, CL&P
reduced the amount outstanding under the line by $40 million. CL&P and WMECO
plan to replace the existing credit line with a new 364-day revolving credit
facility. In addition, NU's existing $25 million revolving credit facility
which also expires in November 1999, will be replaced with a separate 364-day
revolving credit facility. As of September 30, 1999, NU had $10 million
outstanding under the current facility.
CL&P has arranged financing through the sale of its accounts receivable.
CL&P can finance up to $200 million through this facility. As of September
30, 1999, CL&P had financed $195 million through its accounts receivable
facility. On October 25, 1999, CL&P reduced the amount financed through the
accounts receivables facility by $25 million.
NU has provided credit assurance in the form of guarantees of a letter of
credit, performance guarantees and other assurances for the financial and
performance obligations of certain of its unregulated subsidiaries. As of
September 30, 1999, $198 million of credit assurances had been issued.
Nuclear Units
CL&P and WMECO have joint ownership interests of 81 percent and 19 percent,
respectively, in Millstone 2. CL&P, WMECO and PSNH have joint ownership
interests of 52.93 percent, 12.24 percent and 2.85 percent, respectively,
totaling 68.02 percent in Millstone 3. NNECO, a wholly owned subsidiary of
NU, acts as agent for certain NU system companies and other New England
utilities in operating the Millstone units.
Millstone 2 achieved a capacity factor of 89 percent through September
30, 1999 since returning to service on May 11, 1999.
Millstone 3 had continued strong performance during the third quarter and
achieved a capacity factor of 97 percent through September 30, 1999 since
returning to service on June 29, 1999, after a 60-day refueling and
maintenance outage.
The NU system owns 40.04 percent of the Seabrook nuclear station. Seabrook had
continued strong performance during the third quarter and achieved a capacity
factor of 97 percent through September 30, 1999 since returning to service on
May 13, 1999, after a 48-day refueling and maintenance outage.
On September 15, 1999, NU announced that the Millstone Station nuclear power
plant assets of its subsidiaries, CL&P and WMECO, will be put up for auction
as soon as practical. NU also announced that none of its subsidiaries will be
bidding in the auction.
The auction will include CL&P's and WMECO's share of Millstone 2 and 3. In
addition, if the pending settlement between NU, PSNH and the state of New
Hampshire is approved, it is expected that PSNH's share of Millstone 3 will
also be included. NU also proposed that Millstone 1, currently being
decommissioned, be included in the auction.
The 35.98 percent share of the Seabrook nuclear station in New Hampshire owned
by NU's subsidiary, NAEC, may also be put up for public auction, however, no
date is set at this time due to the ongoing settlement hearings. NU
anticipates that CL&P's 4.06 percent share of Seabrook will also be sold in
the Seabrook auction.
In November 1999, CL&P and WMECO agreed to sell entitlements to their shares
of the output of Millstone 2 and 3 and Seabrook to Select Energy and several
unaffiliated companies. Select Energy and the other companies were the winning
bidders in a request for proposal that was issued earlier this year. Bids were
solicited for capacity and energy prices for a minimum term of one year and a
maximum term of two years, ending December 31, 2001. The revenues that result
from these contracts are expected to recover CL&P's and WMECO's share of the
nuclear operating costs including a return of and on the remaining nuclear
plant balances.
The non-NU joint owners of Millstone 3 filed demands for arbitration with CL&P
and WMECO as well as lawsuits in Massachusetts Superior Court against NU and
its current and former trustees related to the companies' operation of
Millstone 3. On October 27, 1999, NU and its subsidiaries, CL&P and WMECO,
agreed in principle to settle with two of the joint owners, who own
approximately 51 percent of the non-NU percentage of Millstone 3.
The settlement provides for the payment to the claimants of approximately
$31.5 million and contingent payments dependent upon future events and
circumstances which NU cannot currently predict. As of September 30, 1999, no
amounts have been recorded as an obligation. The impact of this settlement
will be recognized for financial reporting purposes in the fourth quarter.
Arbitration and litigation claims, totaling approximately $150 million, remain
outstanding for the non-NU joint owners who have not agreed to settle.
The NU system owns 16 percent of the Vermont Yankee Nuclear Power Corporation
(VYNPC), which owns a 540 MW nuclear unit. On October 15, 1999, VYNPC agreed
to sell the unit for $22.0 million to AmerGen Energy Company LLC (AmerGen).
AmerGen, among other commitments, agreed to assume the decommissioning cost of
the unit after it is taken out of service, and the VYNPC owners have agreed to
fund the uncollected decommissioning cost to a negotiated amount at the time of
the closing of the sale (Topoff Amount). VYNPC's owners have also agreed
either to enter into a new purchased power agreement with AmerGen or to buy
out such future power payment obligations by making a fixed payment to AmerGen
(Buyout Amount). CL&P, WMECO, and PSNH have elected the buyout option, and
their respective shares of the Topoff Amount and the Buyout Amount, assuming a
July 1, 2000 closing, net of their respective shares of the sales price of the
unit, are approximately $22.0 million, $5.8 million and $9.3 million,
respectively. The owners' obligations to close and pay such amounts are
conditioned upon their receipt of satisfactory regulatory approval of the
transaction, including provision for adequate recovery of these payments.
Restructuring
Connecticut
On October 1, 1999, the DPUC issued a final decision on CL&P's standard offer
filing (Standard Offer Decision). Standard offer service will be available
from January 1, 2000, to December 31, 2003, to customers who do not choose a
competitive electric supplier. CL&P's overall rates will reflect a 10 percent
reduction from the December 31, 1996, rate, as mandated by the state
restructuring act. CL&P's rates have been unbundled into seven components
in order to allow customers to purchase energy from competitive suppliers
beginning on January 1, 2000. Five of the seven components of the new rate
have been fixed: the transmission rate, distribution rate, systems benefits
charge, energy conservation charge and renewable energy charge. Rates for
the generation service charge (GSC) and the competitive transition assessment
(CTA) were filed as part of a compliance filing in November. Determination of
these rates is important as a higher GSC rate negatively impacts the CTA rate
and the period over which CL&P's regulatory assets and stranded costs are
recovered.
The DPUC identified $470 million of non-nuclear stranded costs that would be
eligible for securitization, if customer benefits can be shown in a separate
proceeding expected to begin this fall. The DPUC approved the recovery of most
of the capital costs associated with CL&P's nuclear investment. The Standard
Offer Decision did not allow CL&P to recover $11 million of its share of
capital expenditures at the Millstone Station.
On November 3, 1999, CL&P announced winners for the standard offer supply
contracts. Fifty percent of the total standard offer load will be supplied
by unaffiliated companies, with Select Energy supplying the remaining 50
percent. The price to be paid to Select Energy will be based on the weighted-
average price determined in the competitive solicitation. The four-year power
contracts are valued at approximately $4 billion.
On October 22, 1999, CL&P submitted a compliance filing with the DPUC which
contained revised schedules to reflect the DPUC orders contained in the October
1, 1999 decision. In addition, on November 5, 1999, CL&P filed a compliance
filing which set the GSC and the CTA components of rates based on the winning
bids for standard offer service. A decision is expected in December 1999.
New Hampshire
On August 2, 1999, NU, PSNH and the state of New Hampshire signed an "Agreement
to Settle PSNH Restructuring" (the Agreement). Under the Agreement, PSNH
expects to recover approximately $1.5 billion of stranded costs. The Agreement
calls for PSNH to write off about $367 million (pre-tax) of its stranded costs
(about $225 million after-tax). The Agreement is awaiting approval from the
NHPUC. The NHPUC bifurcated the proceeding regarding the Agreement into two
phases. The first phase allowed for the proponents of the Agreement to provide
sufficient record for the NHPUC to compare the Agreement to a range of
reasonable outcomes in the other associated dockets. On November 8, 1999, at
a weekly NHPUC meeting, the Chairman stated that the Commission has decided to
move ahead with Phase II of the settlement hearings because the parties to the
Agreement have met their burden of proof that there is sufficient evidence
that the Agreement may be later found to be in the public interest and in
conformance with applicable New Hampshire law and statute. Testimony and
discovery for Phase II is scheduled for November and December 1999 with
hearings in January 2000.
On September 30, 1999, PSNH announced that it reached an agreement with the
New Hampshire Electric Cooperative (NHEC), the state's second largest utility.
The agreement resolves all outstanding issues between PSNH and NHEC, its
largest wholesale electric customer. The agreement will terminate the current
power supply contract between the two companies, which has been the focus of
regulatory disputes. As part of the agreement, PSNH will open its transmission
and distribution facilities to NHEC, providing the opportunity for NHEC members
to purchase power from a competitive energy supplier. NHEC will pay PSNH a
one-time payment of $18 million as a contract termination payment which will
be used to reduce PSNH's stranded costs. The parties' goal is to implement
the agreement on January 1, 2000. The agreement will require federal and state
regulatory review and approval, but is not contingent on approval of the
Agreement between PSNH and the state of New Hampshire.
Massachusetts
On September 17, 1999, the DTE issued WMECO's restructuring order, resolving
issues that had been pending since the filing of WMECO's proposed restructuring
plan in December 1997.
The order permits WMECO to recover, as a stranded cost: its non-nuclear
generation-related asset balances; nuclear generation-related assets; and its
nuclear decommissioning costs. The DTE also approved WMECO's requested 11
percent return on equity on its transition costs. In addition, the DTE approved
the proposed sale of WMECO's Millstone assets with the Millstone assets of its
affiliate, CL&P.
The DTE disallowed any recovery of an equity return on the balance of WMECO's
Millstone 1 net book value. The DTE also determined that WMECO should earn no
equity return on its share of its Millstone 3 nuclear unit from the date of
retail access (March 1, 1998) until the date it returned to service from its
extended outage (July 15, 1998), and earn no equity return on its share of its
Millstone 2 nuclear unit from the date of retail access until the date it
returned to service (May 19, 1999).
The DTE also found that all nuclear capital additions after 1991 must be
reviewed for prudence before these costs can be certified as a stranded cost
and securitized. The post-1991 capital additions will be adjudicated by the
DTE in the second phase of the restructuring proceeding. Further, the DTE has
directed the parties to initiate discussions to reach a settlement on this
issue, and WMECO must issue a report to the DTE by December 1, 1999 on the
progress of such discussions.
The DTE allowed the recovery of above-market purchased power contract costs,
and allowed the full recovery of the difference between the historical standard
offer rate (2.8 cents/kWh in 1998 and 3.1 cents/kWh in 1999) and the cost to
provide standard offer service to customers. On a going forward basis,
however, WMECO is directed to obtain standard offer service through a
competitive solicitation and charge customers for the cost of this service.
Due to the legislatively mandated rate cap, charging standard offer service
at the market rate may require adjusting downward the transition charge and/or
establishing a deferral of certain costs.
As required by the DTE, WMECO submitted a compliance filing on October 18,
1999. It is expected that several items will be resolved through the
compliance filing process. The DTE order on the compliance filing is
expected in December 1999.
A Standard Offer Request for Proposal (RFP) was issued on November 1, 1999,
to potential suppliers to supply standard offer service to customers who do
not choose a competitive electric supplier. A neutral third party will be
mutually agreed upon by WMECO, the Division of Energy Resources and the
Attorney General to evaluate the bids that are received. The standard offer
supply contracts are expected to be in place by January 1, 2000.
On September 1, 1999, new rates went into effect for WMECO, reflecting the
further decrease mandated by the Massachusetts Restructuring Act. Rates are
now at a level 15 percent below those in effect in August 1997, adjusted for
inflation.
Unregulated Energy Services
For the first nine months of 1999, Select Energy's revenues totaled $389
million, compared with $2 million in the same period of 1998. However,
Select Energy's purchased power, capacity and other operating expenses
totaled $421.1 million in 1999, resulting in an after-tax loss of $32.1
million in the first nine months of 1999, compared with an after-tax loss
of $7.8 million in the same period of 1998.
Select Energy is in the process of obtaining regulatory approval to provide
retail electric supply in the newly-deregulated 11-state region from Maine to
Maryland as part of NU's strategic vision to become one of the leading energy
companies in the Northeast. Select Energy has recently received approval from
Delaware, New Jersey and Maine, and was the first energy supplier to apply for
a license to sell electricity in Connecticut commencing January 1, 2000.
Select Energy also has a license to sell electricity in Pennsylvania, New York,
Massachusetts, Rhode Island and New Hampshire.
Year 2000 Issue
Through letters to the NRC and the North American Electric Reliability
Council, the NU system announced on June 30, 1999, that its mission-critical
systems were Year 2000 ready. Mission-critical refers to those systems
related to safety, keeping the lights on, meeting regulatory requirements and
those with significant financial impact. The NU system is ready based on
approved testing programs and assessments by qualified, trained individuals
from, within and outside the company.
The projected total cost of the Year 2000 Program is currently estimated at
approximately $23 million. The total estimated remaining cost is approximately
$4 million, which is being funded through operating cash flows. Since 1996, the
NU system has incurred and expensed approximately $19 million related to Year
2000 readiness efforts. Total expenditures related to the Year 2000 are not
expected to have a material effect on the operations or financial condition of
the NU system.
As a precautionary measure, the NU system has formulated contingency plans that
outline alternatives to be implemented if its remediation efforts have not been
successful. The NU system has utilized existing emergency operation and service
restoration procedures to prepare for any Year 2000 situations that might arise.
Risk-Management Instruments
The NU system employs risk-management instruments such as futures, swaps,
interest rate locks and collar agreements to manage the market risk exposures
associated with changes in fuel prices and variable interest rates. The NU
system uses these instruments to reduce risk by essentially creating offsetting
market exposures.
CL&P has acquired fuel-price risk-management instruments to hedge risks
associated with fuel prices created by its long-term, fixed-price electricity
contracts with wholesale customers. At September 30, 1999, CL&P had
outstanding agreements with a total notional value of approximately $344
million and a net positive mark-to-market position of approximately $11.5
million.
NAEC has entered into swap and derivative transactions related to its $200
million variable rate note. These transactions include interest rate swaps
and an interest rate collar, which effectively set the weighted average
interest rate range of that note between a floor of 6.812 percent and a cap
of 7.073 percent. As of September 30, 1999, NAEC had outstanding agreements
with a total notional value of $200 million and a negative mark-to-market
position of approximately $.2 million.
There have been no material changes in the reported market risks for either
CL&P or NAEC since the 1998 Form 10-K.
RESULTS OF OPERATIONS
Income Statement Variances
Increase/(Decrease)
Millions of Dollars
Third Nine
Quarter Percent Months Percent
Operating revenues $266 27% $514 18%
Fuel, purchased and net
interchange power 219 58 343 31
Other operation (14) (7) 1 -
Maintenance (6) (7) (9) (3)
Amortization of
regulatory assets, net 32 61 98 82
Federal and state income taxes 23 (a) 34 88
Gain on sale of utility plant (21) - (21) -
Equity in earnings of regional
nuclear generating and
transmission companies (1) (22) (4) (42)
Millstone 1 -
unrecoverable costs 19 75 20 76
Other income, net (14) (a) (25) (a)
Net income/(loss) 34 (a) 65 (a)
(a) Percent greater than 100
Comparison of the Third Quarter of 1999 to the Third Quarter of 1998
Total operating revenues increased by $266 million in the third quarter of 1999
as compared to the same period of 1998, primarily due to higher revenues for
Select Energy ($175 million), higher regulated wholesale energy sales ($48
million), higher regulated retail sales and higher transmission revenues ($8
million). Regulated retail kilowatt-hour sales increased by 6.2 percent and
contributed an additional $35 million to revenues.
Fuel, purchased and net interchange power expense increased in 1999, primarily
due to higher purchased energy and capacity costs for Select Energy ($173
million) and higher purchased power for the regulated subsidiaries to meet
the high sales demand, partially offset by lower replacement power costs due
to the return to service of Millstone 2 ($59 million).
Other O&M expense decreased in 1999, primarily due to lower spending at the
Millstone units ($34 million), partially offset by higher transmission expense
($7 million), higher storm costs ($6 million) and higher fossil maintenance
($4 million).
Amortization of regulatory assets, net increased in 1999, primarily due to the
amortization of CL&P's Millstone 1 remaining investment and the amortization of
WMECO's regulatory assets in conjunction with the gain on the sale of WMECO's
fossil and hydroelectric generation assets.
Federal and state income taxes increased during the third quarter of 1999,
primarily due to higher book taxable income.
WMECO had a third quarter 1999 gain on the sale of utility plant due to the
sale of its fossil and hydroelectric generation assets to Consolidated Edison
Energy, Massachusetts, Inc. The gain, net of income tax expense, was offset by
amortization of regulatory assets.
Equity in earnings of regional nuclear generating and transmission companies
decreased in the third quarter of 1999, primarily due to lower earnings from
CY.
Other income increased as a result of a decrease in Millstone 1 - unrecoverable
costs in 1999 primarily due to the 1998 write-off of the Millstone 1
entitlement formerly held by CMEEC, partially offset by the write-off of
WMECO's unrecoverable investment as a result of its restructuring order.
Other income, net decreased in 1999, primarily due to the write-off of capital
projects as a result of CL&P's Standard Offer Decision.
Comparison of the First Nine Months of 1999 to the First Nine Months of 1998
Total operating revenues increased by $514 million in 1999, primarily due to
higher revenues for Select Energy ($387 million), higher regulated wholesale
energy sales ($85 million), higher retail sales and higher transmission
revenues ($12 million), partially offset by lower revenues from regulatory
decisions. Retail kilowatt-hour sales increased by 5.3 percent and contributed
an additional $87 million to revenues. Regulatory decisions decreased revenues
by $64 million, primarily due to the retail rate decreases for CL&P and WMECO
and the impact of Millstone 2 being removed from CL&P'S rates.
Fuel, purchased and net interchange power expense increased in 1999, primarily
due to higher purchased energy and capacity costs for Select Energy ($393
million) and higher purchased power for the regulated subsidiaries to meet the
high sales demand, partially offset by lower replacement power costs due to the
return to service of Millstone 2 and 3 ($180 million).
Other O&M expense decreased in 1999, primarily due to lower spending at the
Millstone units ($92 million), partially offset by the recognition of the
environmental insurance proceeds in 1998 ($27 million), higher transmission
and power exchange expenses ($21 million), higher spending at Seabrook as a
result of the refueling outage ($11 million), higher storm costs ($10 million),
and higher fossil maintenance costs ($10 million).
Amortization of regulatory assets, net increased in 1999, primarily due to the
amortization of CL&P's Millstone 1 remaining investment, the amortization of
WMECO's regulatory assets with the gain on the sale of its fossil and
hydroelectric generation assets and higher amortization of the Seabrook
deferred return.
Federal and state income taxes increased in 1999, primarily due to higher book
taxable income.
WMECO had a third quarter 1999 gain on the sale of utility plant due to the
sale of its fossil and hydroelectric generation assets. The gain, net of
income tax expense, was offset by amortization of regulatory assets.
Equity in earnings of regional nuclear generating and transmission companies
decreased in 1999, primarily due to lower earnings from CY.
Other income increased as a result of a decrease in Millstone 1 - unrecoverable
costs in 1999 primarily due to the 1998 write-off of the Millstone 1
entitlement formerly held by CMEEC, partially offset by the write-off of
WMECO's unrecoverable investment as a result of its restructuring order.
Other income, net decreased in 1999, primarily due to the recognition of the
proceeds from the shareholder derivative suit in 1998 and the write-off of
capital projects in 1999 as a result of the CL&P Standard Offer Decision.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Northeast Utilities:
We have reviewed the accompanying consolidated balance sheet of Northeast
Utilities (a Massachusetts trust) and subsidiaries as of September 30, 1999,
and the related consolidated statements of income for the three-month and
nine-month periods ended September 30, 1999 and the restated three-month and
nine-month periods ended September 30, 1998 (see Note 1), and the
consolidated statements of cash flows for the nine-month periods ended
September 30, 1999 and restated September 30, 1998 (see Note 1). These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Northeast Utilities as of
December 31, 1998 and the related consolidated statements of income,
comprehensive income, stockholder's equity and cash flows for the year
then ended (not presented separately herein), in our report dated February
23, 1999, we expressed an unqualified opinion on those financial statements.
In our opinion, the information set forth in the accompanying consolidated
balance sheet as of December 31, 1998 is fairly stated in all material
respects, in relation to the consolidated balance sheet from which it has
been derived.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Hartford, Connecticut
November 10, 1999
PART I. FINANCIAL INFORMATION
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
- ------
Utility Plant, at original cost:
Electric................................................ $ 6,250,344 $ 6,173,871
Less: Accumulated provision for depreciation......... 4,592,753 2,758,012
------------- -------------
1,657,591 3,415,859
Construction work in progress........................... 105,222 83,477
Nuclear fuel, net....................................... 92,417 87,867
------------- -------------
Total net utility plant............................. 1,855,230 3,587,203
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 494,621 452,755
Investments in regional nuclear generating
companies, at equity................................... 58,850 56,999
Other, at cost.......................................... 37,883 93,864
------------- -------------
591,354 603,618
------------- -------------
Current Assets:
Cash.................................................... 45,827 434
Investment in securitizable assets...................... 21,123 160,253
Notes receivable from affiliated companies.............. 70,800 6,600
Receivables, net........................................ 17,369 22,186
Accounts receivable from affiliated companies........... 104,332 1,721
Taxes receivable........................................ - 26,478
Fuel, materials, and supplies, at average cost.......... 81,834 71,982
Prepayments and other................................... 160,250 121,514
------------- -------------
501,535 411,168
------------- -------------
Deferred Charges:
Regulatory assets:
Recoverable nuclear costs............................. 2,079,400 442,669
Income taxes,net...................................... 432,136 538,521
Unrecovered contractual obligations................... 232,963 266,992
Recoverable energy costs, net......................... 122,250 102,124
Other................................................. 36,934 65,532
Unamortized debt expense................................ 18,023 19,603
Other................................................... 18,438 12,768
------------- -------------
2,940,144 1,448,209
------------- -------------
Total Assets........................................ $ 5,888,263 $ 6,050,198
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common stock--$10 par value. Authorized
24,500,000 shares; outstanding 12,222,930
shares................................................. $ 122,229 $ 122,229
Capital surplus, paid in................................ 665,356 664,156
Retained earnings....................................... 159,435 210,108
Accumulated other comprehensive income.................. 415 378
------------- -------------
Total common stockholder's equity.............. 947,435 996,871
Preferred stock not subject to mandatory
redemption............................................. 116,200 116,200
Preferred stock subject to mandatory redemption......... 95,789 99,539
Long-term debt.......................................... 1,600,763 1,793,952
------------- -------------
Total capitalization........................... 2,760,187 3,006,562
------------- -------------
Minority Interest in Consolidated Subsidiary.............. 100,000 100,000
------------- -------------
Obligations Under Capital Leases.......................... 58,017 68,444
------------- -------------
Current Liabilities:
Notes payable to banks.................................. 160,000 10,000
Long-term debt and preferred stock--current
portion................................................ 219,755 233,755
Obligations under capital leases--current
portion................................................ 94,795 94,440
Accounts payable........................................ 96,681 121,040
Accounts payable to affiliated companies................ 50,051 32,758
Accrued taxes........................................... 59,865 19,396
Accrued interest........................................ 31,451 31,409
Other................................................... 27,083 34,872
------------- -------------
739,681 577,670
------------- -------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 1,129,413 1,194,722
Accumulated deferred investment tax credits............. 108,838 114,457
Decommissioning obligation--Millstone 1................. 560,500 560,500
Deferred contractual obligations........................ 244,908 277,826
Other................................................... 186,719 150,017
------------- -------------
2,230,378 2,297,522
------------- -------------
Commitments and Contingencies (Note 3)
Total Capitalization and Liabilities........... $ 5,888,263 $ 6,050,198
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -----------------------
1999 1998 1999 1998
--------- --------- ----------- -----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues................................. $667,349 $628,148 $1,839,415 $1,798,333
--------- --------- ----------- -----------
Operating Expenses:
Operation --
Fuel, purchased and net interchange power..... 268,603 277,407 743,859 833,235
Other......................................... 121,024 130,372 357,515 378,943
Maintenance...................................... 47,660 60,217 170,467 189,708
Depreciation..................................... 53,191 52,313 161,501 167,886
Amortization of regulatory assets, net........... 41,342 25,537 114,309 62,547
Federal and state income taxes................... 36,418 8,868 61,175 (11,991)
Taxes other than income taxes.................... 47,142 43,489 133,838 130,733
--------- --------- ----------- -----------
Total operating expenses................... 615,380 598,203 1,742,664 1,751,061
--------- --------- ----------- -----------
Operating Income................................... 51,969 29,945 96,751 47,272
--------- --------- ----------- -----------
Other Loss:
Equity in earnings of regional nuclear
generating companies........................... 1,108 1,453 2,628 5,165
Millstone 1--unrecoverable costs................. - (25,053) - (26,722)
Other, net....................................... (16,532) (3,668) (19,904) (15,775)
Minority interest in income of subsidiary........ (2,325) (2,325) (6,975) (6,975)
Income taxes..................................... 9,272 11,799 21,163 20,682
--------- --------- ----------- -----------
Other loss, net............................ (8,477) (17,794) (3,088) (23,625)
--------- --------- ----------- -----------
Income before interest charges............. 43,492 12,151 93,663 23,647
--------- --------- ----------- -----------
Interest Charges:
Interest on long-term debt....................... 31,022 32,047 96,317 98,792
Other interest................................... 2,597 509 7,993 2,600
--------- --------- ----------- -----------
Interest charges, net...................... 33,619 32,556 104,310 101,392
--------- --------- ----------- -----------
Net Income (Loss).................................. $ 9,873 $(20,405) $ (10,647) $ (77,745)
========= ========= =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1999 1998
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Cash flows from operating activities:
Net Loss .................................................... $ (10,647) $ (77,745)
Adjustments to reconcile to net cash
from operating activities:
Depreciation............................................... 161,501 167,886
Deferred income taxes and investment tax credits, net...... (25,041) (30,014)
Amortization of deferred demand-side-management costs, net. 19,143 44,568
(Deferral)/amortization of recoverable energy costs........ (20,126) 41,412
Amortization of cogeneration deferral...................... 5,835 22,197
Amortization of regulatory asset - income taxes............ 52,209 33,512
Amortization of Millstone 1 investment..................... 53,850 -
Amortization of other regulatory asset..................... 2,415 6,838
Allocation of ESOP benefits................................ (30,351) -
Other sources of cash...................................... 128,135 70,191
Other uses of cash......................................... (21,386) (3,218)
Changes in working capital:
Receivables and unbilled revenues.......................... (167,794) (62,989)
Fuel, materials, and supplies.............................. (9,852) 3,304
Accounts payable........................................... (7,066) (103,967)
Accrued taxes.............................................. 40,469 (10,719)
Sale of receivables........................................ 70,000 75,000
Investment in securitizable assets......................... 139,130 123,884
Other working capital (excludes cash)...................... (20,005) 20,976
----------- -----------
Net cash provided by operating activities...................... 360,419 321,116
----------- -----------
Cash flows from financing activities:
Net increase/(decrease) in short-term debt................... 150,000 (86,300)
Reacquisitions and retirements of long-term debt............. (214,010) (45,006)
Reacquisitions and retirements of preferred stock............ (3,750) (22,178)
Cash dividends on preferred stock............................ (9,675) (10,724)
----------- -----------
Net cash used in financing activities.......................... (77,435) (164,208)
----------- -----------
Cash flows from investing activities:
Investment in plant:
Electric utility plant..................................... (112,489) (88,590)
Nuclear fuel............................................... (24,004) (3,572)
----------- -----------
Net cash used for investments in plant....................... (136,493) (92,162)
Investment in NU System Money Pool........................... (64,200) (41,250)
Investments in nuclear decommissioning trusts................ (39,348) (41,257)
Other investment activities, net............................. 2,450 (2,334)
Capital contributions........................................ - 20,000
----------- -----------
Net cash used in investing activities.......................... (237,591) (157,003)
----------- -----------
Net increase/(decrease) in cash................................ 45,393 (95)
Cash - beginning of period..................................... 434 459
----------- -----------
Cash - end of period........................................... $ 45,827 $ 364
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
CL&P (the company) is a wholly owned subsidiary of NU. This discussion should
be read in conjunction with NU's MD&A, consolidated financial statements and
footnotes in this Form 10-Q, the First and Second Quarter 1999 Form 10-Qs, the
1998 Form 10-K and current reports on Form 8-K dated September 14, 1999 and
October 27, 1999.
RESULTS OF OPERATIONS
Income Statement Variances
Increase/(Decrease)
Millions of Dollars
Third Nine
Quarter Percent Months Percent
Operating revenues $ 39 6% $ 41 2%
Fuel, purchased and net
interchange power (9) (3) (89) (11)
Other operation (9) (7) (21) (6)
Maintenance (13) (21) (19) (10)
Amortization of
regulatory assets, net 16 62 52 83
Federal and state income taxes 30 (a) 73 (a)
Equity in earnings of regional
nuclear generating companies - - (3) (49)
Millstone 1 -
Unrecoverable costs 25 100 27 100
Other, net losses (13) (a) (4) (63)
Net income/(loss) 30 (a) 67 86
(a) Percent greater than 100
Comparison of the Third Quarter of 1999 to the Third Quarter of 1998
CL&P had net income for the third quarter of 1999 of approximately $10 million,
compared to a net loss of approximately $20 million for the third quarter of
1998. Improved third quarter results were primarily due to higher retail sales
and lower purchased power and O&M costs as a result of the return to service of
Millstone 2, partially offset by the impacts of the February 1999 retail rate
decision.
Retail kilowatt-hour sales increased by 5.3 percent in 1999 and contributed an
additional $24 million to revenues. Wholesale capacity and energy sales were
$10 million higher in 1999. Transmission revenues were $3 million higher in
1999.
Fuel, purchased and net interchange power expense decreased in 1999, primarily
due to lower replacement power fuel costs as a result of the return to service
of Millstone 2, partially offset by higher purchased power to meet the high
sales demand.
Other O&M expense decreased in 1999, primarily due to lower spending at the
Millstone units ($29 million), partially offset by higher storm costs ($5
million).
Amortization of regulatory assets, net increased in 1999, primarily due to
the amortization of CL&P's remaining investment in Millstone 1 and the
additional amortization ordered in the February 1999 rate decision.
These increases were partially offset by the completion of the cogeneration
amortization in the first quarter of 1999.
Federal and state income taxes increased in the third quarter of 1999,
primarily due to higher book taxable income.
Other income increased as a result of a decrease in Millstone 1 - unrecoverable
costs in 1999 primarily due to the write-off in 1998 of CMEEC's Millstone 1
entitlement due to a settlement.
Other, net losses decreased in 1999, primarily due to the write-off of capital
projects as a result of the CL&P Standard Offer Decision.
Comparison of the First Nine Months of 1999 to the First Nine Months of 1998
CL&P had a net loss for the first nine months of 1999 of approximately $11
million, compared to a net loss of approximately $78 million for the same
period in 1998. Improved nine month results were primarily due to lower
purchased power and O&M costs as a result of the return to service of
Millstone 2 and 3 and higher retail sales, partially offset by the impacts
of the February 1999 retail rate decision.
Retail kilowatt-hour sales increased by 4.2 percent in 1999 and contributed
$55 million to revenues. Wholesale capacity and energy sales were $58 million
higher in 1999. Transmission revenues were $5 million higher in 1999. These
increases were partially offset by the retail rate decrease effective February
1999 and the impact of Millstone 2 being removed from CL&P'S rates, which
reduced revenues by $51 million, and lower fuel clause revenues.
Fuel, purchased and net interchange power expense decreased in 1999, primarily
due to lower replacement power as a result of the return to service of
Millstone 2 and 3, partially offset by higher purchased power to meet the
high sales demand.
Other O&M expense decreased in 1999, primarily due to lower spending at the
Millstone units ($79 million), partially offset by higher transmission expense
($12 million), higher storm costs ($10 million), the recognition of the
environmental insurance proceeds which reduced O&M expense in 1998 ($9
million), higher administrative and general costs ($6 million) and higher
fossil maintenance costs ($4 million).
Amortization of regulatory assets, net increased in 1999, primarily due to the
amortization of CL&P's remaining investment in Millstone 1 and the additional
amortization ordered in the February 1999 rate decision. These increases were
partially offset by the completion of the amortization of the cogeneration
deferral in the first quarter of 1999.
Federal and state income taxes increased in 1999, primarily due to higher book
taxable income.
Equity in earnings of regional nuclear generating companies decreased in 1999,
primarily due to lower earnings from CY.
Other income increased as a result of a decrease in Millstone 1 - unrecoverable
costs in 1999 primarily due to the write-off in 1998 of CMEEC's Millstone 1
entitlement due to a settlement.
Other, net losses decreased in 1999, primarily due to the write-off of capital
projects as a result of the CL&P Standard Offer Decision, partially offset by
expenses in 1998 associated with CL&P's accounts receivable facility.
Liquidity and Capital Resources
Net cash provided by operating activities totaled approximately $360 million
for the first nine months of 1999, up from approximately $321 million in 1998.
In the first nine months of 1999, CL&P issued $150 million of short-term debt
to pay off $218 million of long-term debt and preferred stock maturities and
sinking funds. In 1998, approximately $154 million of net cash flow was used
to reduce debt and preferred stock. In 1999, approximately $238 million of net
cash flow was used for investment activities as compared to $157 million in
1998. The increase resulted from an increase in construction expenditures and
nuclear fuel purchases for the Millstone 3 refueling outage and an increase in
investments in the NU System Money Pool.
See NU's MD&A in this Form 10-Q for further information regarding liquidity and
capital resources.
For information relating to the following items, refer to NU's MD&A included in
this Form 10-Q:
Nuclear Units
Restructuring
Year 2000 Issue
Risk-Management Instruments
PART I. FINANCIAL INFORMATION
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
- ------
Utility Plant, at cost:
Electric................................................ $ 1,930,651 $ 1,927,341
Less: Accumulated provision for depreciation......... 663,080 631,584
------------- -------------
1,267,571 1,295,757
Unamortized acquisition costs........................... 331,541 352,855
Construction work in progress........................... 20,008 20,735
Nuclear fuel, net....................................... 1,854 1,323
------------- -------------
Total net utility plant............................. 1,620,974 1,670,670
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 6,464 5,580
Investments in regional nuclear generating
companies and subsidiary company, at equity............ 20,094 19,836
Other, at cost.......................................... 4,447 4,319
------------- -------------
31,005 29,735
------------- -------------
Current Assets:
Cash and cash equivalents............................... 158,565 60,885
Receivables, net........................................ 88,981 89,044
Accounts receivable from affiliated companies........... 11,663 12,018
Accrued utility revenues................................ 45,963 42,145
Fuel, materials, and supplies, at average cost.......... 32,994 36,642
Recoverable energy costs--current portion............... 69,289 65,257
Prepayments and other................................... 28,422 22,744
------------- -------------
435,877 328,735
------------- -------------
Deferred Charges:
Regulatory assets:
Recoverable energy costs............................... 129,535 156,250
Income taxes, net...................................... 144,987 139,739
Deferred costs, nuclear plant.......................... 170,092 244,599
Unrecovered contractual obligations.................... 58,497 66,400
Other.................................................. 3,118 3,234
Deferred receivable from affiliated company............. 15,420 22,728
Unamortized debt expense................................ 11,797 13,995
Other................................................... 5,584 5,510
------------- -------------
539,030 652,455
------------- -------------
Total Assets........................................ $ 2,626,886 $ 2,681,595
============= =============
</TABLE>
See accompanying notes to financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common stock--$1 par value--authorized
100,000,000 shares and outstanding 1,000 shares........ $ 1 $ 1
Capital surplus, paid in................................ 424,573 424,250
Retained earnings....................................... 308,648 252,912
Accumulated other comprehensive income.................. 1,074 1,004
------------- -------------
Total common stockholder's equity.............. 734,296 678,167
Preferred stock subject to mandatory redemption......... 25,000 50,000
Long-term debt.......................................... 516,485 516,485
------------- -------------
Total capitalization........................... 1,275,781 1,244,652
------------- -------------
Obligations Under Seabrook Power Contracts
and Other Capital Leases................................. 651,229 703,411
------------- -------------
Current Liabilities:
Long-term debt and preferred stock--current portion..... 25,000 25,000
Obligations under Seabrook Power Contracts and other
capital leases--current portion........................ 103,906 138,812
Accounts payable........................................ 35,330 26,227
Accounts payable to affiliated companies................ 46,986 28,410
Accrued taxes........................................... 65,541 82,743
Accrued interest........................................ 12,993 5,894
Accrued pension benefits................................ 45,587 46,004
Other................................................... 9,911 8,540
------------- -------------
345,254 361,630
------------- -------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 230,846 225,091
Accumulated deferred investment tax credits............. 3,077 3,460
Deferred contractual obligations........................ 58,497 66,400
Deferred revenue from affiliated company................ 15,420 22,728
Other................................................... 46,782 54,223
------------- -------------
354,622 371,902
------------- -------------
Commitments and Contingencies (Note 3)
------------- -------------
Total Capitalization and Liabilities........... $ 2,626,886 $ 2,681,595
============= =============
</TABLE>
See accompanying notes to financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- -----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues................................. $ 310,739 $ 286,614 $ 884,362 $ 799,143
---------- ---------- ---------- -----------
Operating Expenses:
Operation --
Fuel, purchased and net interchange power..... 187,339 168,281 527,161 435,479
Other......................................... 32,350 28,458 91,679 80,866
Maintenance...................................... 13,979 8,977 42,564 38,921
Depreciation..................................... 11,868 11,434 35,825 34,162
Amortization of regulatory assets, net........... 11,481 3,258 23,414 23,496
Federal and state income taxes................... 7,204 16,954 29,349 54,023
Taxes other than income taxes.................... 11,852 11,818 34,836 33,587
---------- ---------- ---------- -----------
Total operating expenses................... 276,073 249,180 784,828 700,534
---------- ---------- ---------- -----------
Operating Income................................... 34,666 37,434 99,534 98,609
---------- ---------- ---------- -----------
Other Income:
Equity in earnings of regional nuclear
generating companies and subsidary company..... 404 501 1,011 1,967
Other, net....................................... 3,985 2,573 10,288 9,052
Income taxes..................................... (2,494) (494) (6,696) (6,890)
---------- ---------- ---------- -----------
Other income, net.......................... 1,895 2,580 4,603 4,129
---------- ---------- ---------- -----------
Income before interest charges............. 36,561 40,014 104,137 102,738
---------- ---------- ---------- -----------
Interest Charges:
Interest on long-term debt....................... 10,450 9,730 32,027 33,683
Other interest................................... 527 392 550 771
---------- ---------- ---------- -----------
Interest charges, net...................... 10,977 10,122 32,577 34,454
---------- ---------- ---------- -----------
Net Income......................................... $ 25,584 $ 29,892 $ 71,560 $ 68,284
========== ========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1999 1998
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Cash flows from operating activities:
Net Income................................................ $ 71,560 $ 68,284
Adjustments to reconcile to net cash
from operating activities:
Depreciation............................................ 35,825 34,162
Deferred income taxes and investment tax credits, net... 12,472 61,758
Amortization/(deferral) of recoverable energy costs, net 22,683 (8,539)
Amortization of acquisition costs, net.................. 21,313 42,326
Amortization of regulatory liability.................... (10,953) (24,645)
Amortization of other regulatory assets................. 13,054 5,815
Deferred Seabrook capital costs, net.................... 12,661 (35,769)
Allocation of ESOP benefits............................. (10,524) -
Other sources of cash................................... 27,934 61,952
Other uses of cash...................................... (47,471) (74,243)
Changes in working capital:
Receivables and unbilled revenues....................... (3,400) 37,430
Fuel, materials, and supplies........................... 3,648 5,646
Accounts payable........................................ 27,679 (1,214)
Accrued taxes........................................... (17,202) 22,750
Other working capital (excludes cash)................... 2,375 (26,798)
----------- -----------
Net cash provided by operating activities................... 161,654 168,915
----------- -----------
Cash flows from financing activities:
Net increase in short term debt........................... - 10,000
Reacquisitions and retirements of long-term debt.......... - (170,000)
Reacquisitions and retirements of preferred stock......... (25,000) (25,000)
Cash dividends on preferred stock......................... (5,300) (7,287)
----------- -----------
Net cash used in financing activities....................... (30,300) (192,287)
----------- -----------
Cash flows from investing activities:
Investment in plant:
Electric utility plant.................................. (31,727) (27,808)
Nuclear fuel............................................ (1,057) 2
----------- -----------
Net cash used for investments in plant.................... (32,784) (27,806)
Investment in nuclear decommissioning trust (504) -
Other investment activities, net.......................... (386) (189)
----------- -----------
Net cash used in investing activities....................... (33,674) (27,995)
----------- -----------
Net increase\(decrease) in cash and cash equivalents........ 97,680 (51,367)
Cash and cash equivalents - beginning of period............. 60,885 94,459
----------- -----------
Cash and cash equivalents- end of period.................... $ 158,565 $ 43,092
=========== ===========
</TABLE>
See accompanying notes to financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
Management's Discussion and Analysis of Financial
Condition and Results of Operations
PSNH (the company) is a wholly owned subsidiary of NU. This discussion should
be read in conjunction with NU's MD&A, consolidated financial statements and
footnotes in this Form 10-Q, the First and Second Quarter 1999 Form 10-Qs, the
1998 Form 10-K and current report on Form 8-K dated September 14, 1999.
RESULTS OF OPERATIONS
Income Statement Variances
Increase/(Decrease)
Millions of Dollars
Third Nine
Quarter Percent Months Percent
Operating revenues $24 8% $85 11%
Fuel, purchased and net
interchange power 19 11 92 21
Other operation 4 14 11 13
Maintenance 5 56 4 9
Amortization of
regulatory assets, net 8 (a) - -
Federal and state income taxes (8) (44) (25) (41)
Net income/(loss) (4) (14) 3 5
(a) Percent greater than 100
Comparison of the Third Quarter of 1999 to the Third Quarter of 1998
PSNH's net income was approximately $26 million in 1999 compared to $30 million
in 1998. The decrease in net income for the third quarter was primarily due to
higher O&M expenses and higher amortization expense, partially offset by higher
retail sales.
Total operating revenues increased in the third quarter of 1999 as compared to
the same period of 1998, primarily due to higher retail sales and higher fuel
revenues. Retail kilowatt-hour sales increased by 7.7 percent and contributed
$7 million to revenues. Fuel revenues increased by $16 million.
Fuel, purchased and net interchange power expense increased in 1999, primarily
due to higher purchased power expenses and higher deferred expenses under the
company's fuel clause.
Other O&M expense increased in 1999, primarily due to higher administrative
and general expenses and higher storm costs.
Amortization of regulatory assets, net increased in 1999, primarily due to
the expiration of the amortization of net operating loss carryforwards (credits
to expense) in May 1999. This amortization was in accordance with the seven-
year rate agreement.
Federal and state income taxes decreased during the third quarter of 1999, due
to the utilization of net operating loss carryforwards.
Comparison of the First Nine Months of 1999 to the First Nine Months of 1998
PSNH's net income was approximately $71 million in the first nine months of
1999 compared to $68 million in 1998. The increase in net income is primarily
due to higher retail sales, partially offset by higher O&M expenses.
Total operating revenues increased in 1999 compared to the same period of 1998,
primarily due to higher fuel and capacity revenues ($61 million) and higher
retail sales. Retail kilowatt-hour sales increased by 7.3 percent and
contributed $22 million to revenues.
Fuel, purchased and net interchange power expense increased in 1999, primarily
due to higher purchased power expenses, higher deferred expenses under the
company's fuel clause and higher capacity costs for Seabrook. Seabrook's
capacity costs are higher due to costs associated with the refueling outage
in 1999 and the amortization of the deferred return that was deferred by PSNH
through November 1998.
Other O&M expense increased in 1999, primarily due to the recognition of the
environmental insurance proceeds which reduced O&M expense in 1998 and higher
administrative and general expenses, partially offset by lower storm costs in
1999.
Federal and state income taxes decreased in 1999 due to the utilization of net
operating loss carryforwards.
Liquidity
Cash provided by operating activities totaled approximately $162 million in
1999, down from $169 million is 1998. The decrease is primarily due to lower
working capital.
In 1999, $25 million of cash was used to pay preferred stock sinking funds.
Approximately $185 million of net cash flow was used to reduce long-term debt
and preferred stock in 1998. Approximately $34 million of net cash flow was
used for investment in plant and other investment activities in 1999 compared
to $28 million in 1998.
See NU's MD&A in this Form 10-Q for further information regarding Liquidity and
Capital Resources.
For information relating to the following items, refer to NU's MD&A included in
this Form 10-Q:
Nuclear Units
Restructuring
Year 2000 Issue
PART I. FINANCIAL INFORMATION
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- ------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
- ------
Utility Plant, at original cost:
Electric................................................ $ 1,163,143 $ 1,221,257
Less: Accumulated provision for depreciation......... 817,563 517,401
------------- ------------
345,580 703,856
Construction work in progress........................... 24,208 14,858
Nuclear fuel, net....................................... 21,287 19,931
------------- ------------
Total net utility plant............................. 391,075 738,645
------------- ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 138,789 125,598
Investments in regional nuclear generating
companies, at equity................................... 16,093 15,440
Other, at cost.......................................... 5,616 7,322
------------- ------------
160,498 148,360
------------- ------------
Current Assets:
Cash.................................................... 504 106
Investments in securitizable assets..................... - 21,865
Receivables, net........................................ 31,056 862
Accounts receivable from affiliated companies........... 24,219 4,188
Taxes receivable........................................ - 14,255
Accrued utility revenues................................ 13,027 -
Fuel, materials, and supplies, at average cost.......... 3,123 5,053
Prepayments and other................................... 28,190 25,920
------------- ------------
100,119 72,249
------------- ------------
Deferred Charges:
Regulatory assets:
Recoverable nuclear costs.............................. 447,008 133,653
Income taxes, net...................................... 56,684 57,079
Unrecovered contractual obligations.................... 65,542 74,534
Recoverable energy costs............................... 16,802 18,980
Other.................................................. 57,310 38,189
Unamortized debt expense................................ 2,098 2,298
Other................................................... 3,065 3,695
------------- ------------
648,509 328,428
------------- ------------
Total Assets........................................ $ 1,300,201 $ 1,287,682
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- ------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common stock--$25 par value.
Authorized and outstanding 1,072,471 shares............ $ 26,812 $ 26,812
Capital surplus, paid in................................ 171,626 151,431
Retained earnings....................................... 56,979 46,003
Accumulated other comprehensive income.................. 160 150
------------- ------------
Total common stockholder's equity.............. 255,577 224,396
Preferred stock not subject to mandatory redemption..... 20,000 20,000
Preferred stock subject to mandatory redemption......... 16,500 18,000
Long-term debt.......................................... 290,559 349,314
------------- ------------
Total capitalization........................... 582,636 611,710
------------- ------------
Obligations Under Capital Leases.......................... 9,816 12,129
------------- ------------
Current Liabilities:
Notes payable to banks.................................. 78,000 20,000
Notes payable to affiliated company..................... 1,300 30,900
Long-term debt and preferred stock--current
portion................................................ 61,500 41,500
Obligations under capital leases--current
portion................................................ 22,017 21,964
Accounts payable........................................ 11,710 17,952
Accounts payable to affiliated companies................ 11,036 12,866
Accrued taxes........................................... 3,898 1,264
Accrued interest........................................ 5,263 8,030
Other................................................... 19,141 6,831
------------- ------------
213,865 161,307
------------- ------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 250,667 248,985
Accumulated deferred investment tax credits............. 20,461 21,895
Decommissioning obligation--Millstone 1................. 131,500 131,500
Deferred contractual obligations........................ 65,542 74,534
Other................................................... 25,714 25,622
------------- ------------
493,884 502,536
------------- ------------
Commitments and Contingencies (Note 3)
Total Capitalization and Liabilities........... $ 1,300,201 $ 1,287,682
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ---------------------
1999 1998 1999 1998
--------- --------- --------- -----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues............................. $107,776 $ 93,839 $314,291 $ 291,677
--------- --------- --------- -----------
Operating Expenses:
Operation --
Fuel, purchased and net interchange power. 62,974 33,022 120,863 100,565
Other..................................... (6,154) 27,880 51,352 81,319
Maintenance.................................. 14,469 12,834 41,561 40,288
Depreciation................................. 3,904 9,087 22,967 29,581
Amortization of regulatory assets............ 10,667 2,605 16,084 5,644
Federal and state income taxes............... 15,559 (925) 23,166 116
Taxes other than income taxes................ 4,778 5,035 15,702 15,411
Gain on sale of utility plant................ (21,242) - (21,242) -
--------- --------- --------- -----------
Total operating expenses............... 84,955 89,538 270,453 272,924
--------- --------- --------- -----------
Operating Income............................... 22,821 4,301 43,838 18,753
--------- --------- --------- -----------
Other (Loss)/Income:
Equity in earnings of regional nuclear
generating companies....................... 300 395 718 1,411
Millstone 1--unrecovered costs............... (6,348) - (6,348) -
Other, net................................... (2,584) (299) (3,291) (208)
Income taxes................................. 4,583 209 5,418 423
--------- --------- --------- -----------
Other (loss)/income, net............... (4,049) 305 (3,503) 1,626
--------- --------- --------- -----------
Income before interest charges......... 18,772 4,606 40,335 20,379
--------- --------- --------- -----------
Interest Charges:
Interest on long-term debt................... 5,944 7,449 18,337 21,134
Other interest............................... 1,460 703 1,595 2,162
--------- --------- --------- -----------
Interest charges, net.................. 7,404 8,152 19,932 23,296
--------- --------- --------- -----------
Net Income/(Loss).............................. $ 11,368 $ (3,546) $ 20,403 $ (2,917)
========= ========= ========= ===========
</TABLE>
See accompanying notes to consolidated financial statements.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1999 1998
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Cash flows from operating activities:
Net Income/(Loss)............................................. $ 20,403 $ (2,917)
Adjustments to reconcile to net cash
from operating activities:
Depreciation................................................ 22,967 29,581
Deferred income taxes and investment tax credits, net....... 1,631 5,287
Recoverable energy costs, net of amortization............... 4,102 (4,716)
Amortization of regulatory assets - income taxes............ (1,748) 4,089
Amortization of Millstone 1 investment...................... 5,818 1,268
Amortization of other regulatory assets..................... 12,014 287
Allocation of ESOP benefits................................. (6,857) -
Buyout of IPP............................................... (19,700) -
Gain on sale of utility plant............................... (21,242) -
Other sources of cash....................................... 17,917 11,063
Other uses of cash.......................................... (28,060) (733)
Changes in working capital:
Receivables and unbilled revenues........................... (43,252) 158
Fuel, materials, and supplies............................... 1,930 898
Accounts payable............................................ (8,072) (29,331)
Accrued taxes............................................... 2,634 634
Investments in securitizable assets......................... 21,865 7,777
Reacquisition of receivables................................ (20,000) -
Other working capital (excludes cash)....................... 19,604 (2,864)
----------- -----------
Net cash (used in)/provided by operating activities............. (18,046) 20,481
----------- -----------
Cash flows from financing activities:
Net increase in short-term debt............................... 28,400 18,350
Reacquisitions and retirements of long-term debt.............. (40,000) (9,800)
Reacquisitions and retirements of preferred stock............. (1,500) (1,500)
Cash dividends on preferred stock............................. (2,570) (2,270)
----------- -----------
Net cash (used in)/provided by financing activities............. (15,670) 4,780
----------- -----------
Cash flows from investing activities:
Investment in plant:
Electric utility plant...................................... (21,106) (12,853)
Nuclear fuel................................................ (5,343) (481)
----------- -----------
Net cash used for investments in plant........................ (26,449) (13,334)
Investments in nuclear decommissioning trusts................. (8,875) (10,287)
Other investment activities, net.............................. 1,053 (1,493)
Net proceeds from the sale of utility plant................... 48,385 -
Capital contribution.......................................... 20,000 -
----------- -----------
Net cash provided by/(used in) investing activities............. 34,114 (25,114)
----------- -----------
Net increase in cash............................................ 398 147
Cash - beginning of period...................................... 106 105
----------- -----------
Cash - end of period............................................ $ 504 $ 252
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
WMECO (the company) is a wholly owned subsidiary of NU. This discussion should
be read in conjunction with NU's MD&A, consolidated financial statements and
footnotes in this Form 10-Q, the First and Second Quarter 1999 Form 10-Qs, the
1998 Form 10-K, and the current reports on Form 8-K dated September 14, 1999
and October 27, 1999.
RESULTS OF OPERATIONS
Income Statement Variances
Increase/(Decrease)
Millions of Dollars
Third Nine
Quarter Percent Months Percent
Operating revenues $ 14 15% $ 23 8%
Fuel, purchased and net
interchange power 30 91 20 20
Other operation (34) (a) (30) (37)
Maintenance 2 13 1 3
Depreciation (5) (57) (7) (22)
Amortization of
regulatory assets, net 8 (a) 10 (a)
Federal and state income taxes 12 (a) 18 (a)
Gain on sale of utility plant (21) - (21) -
Millstone 1 - unrecovered costs (6) (100) (6) (100)
Other, net losses (2) (a) (4) (a)
Interest charges (1) (9) (3) (14)
Net income/(loss) 15 (a) 23 (a)
(a) Percent greater than 100
Comparison of the Third Quarter of 1999 to the Third Quarter of 1998
WMECO had net income for the third quarter of 1999 of approximately $11.4
million compared to a net loss of approximately $3.5 million for the third
quarter of 1998. Improved third quarter results were primarily due to higher
retail sales and lower O&M expense.
Total operating revenues increased in the third quarter of 1999, primarily due
to higher retail sales, higher wholesale energy sales ($6 million), and higher
transmission revenues ($4 million). Retail kilowatt-hour sales increased 6.3
percent and contributed $4 million to revenues.
Fuel, purchased and net interchange power expense increased in the third
quarter of 1999, primarily due to higher purchased power expenses partially
offset by lower replacement power costs from Millstone 2.
Other O&M expense decreased in the third quarter of 1999, primarily due to
deferrals associated with the restructuring order and lower spending at the
Millstone units ($6 million).
Depreciation decreased as a result of an adjustment to reflect lower rates.
Amortization of regulatory assets, net increased in the third quarter of 1999,
primarily due to the amortization of regulatory assets in conjunction with the
gain on the sale of the company's fossil and hydroelectric generation assets.
Federal and state income taxes increased in the third quarter of 1999,
primarily due to higher book taxable income.
WMECO had a third quarter 1999 gain on the sale of utility plant due to the
sale of its fossil and hydroelectric generation assets. The gain, net of
income tax expense, was offset by amortization of regulatory assets.
Other income decreased as a result of an increase in Millstone 1 -
unrecovered costs due to the write-off of the company's unrecoverable
investment as a result of the restructuring order.
Other, net losses decreased primarily due to an increase in environmental
reserves.
Interest charges decreased in the third quarter of 1999, primarily due to
lower interest on long-term debt outstanding.
Comparison of the First Nine Months of 1999 to the First Nine Months of 1998
WMECO had net income for the first nine months of 1999 of approximately $20.4
million, compared to a net loss of approximately $2.9 million for the same
period in 1998. Improved 1999 results were primarily due to higher retail
sales and lower O&M expense.
Total operating revenues increased in 1999 primarily due to higher retail
sales, higher transmission revenues ($8 million) and higher wholesale energy
sales ($7 million). Retail kilowatt-hour sales increased 5.4 percent and
increased revenues by $10 million.
Fuel, purchased and net interchange power expense increased in 1999 primarily
due to higher purchased power expenses partially offset by lower replacement
power costs from Millstone 2 and 3.
Other O&M expense decreased in 1999, primarily due to deferrals associated
with the restructuring order and lower spending at the Millstone units ($13
million), partially offset by higher transmission expenses ($8 million).
Depreciation decreased in 1999 primarily as a result of a third quarter
adjustment to reflect lower rates.
Amortization of regulatory assets, net increased in 1999, primarily due to
the amortization of regulatory assets in conjunction with the gain on the sale
of fossil and hydroelectric generation assets.
Federal and state income taxes increased in 1999, primarily due to higher book
taxable income.
WMECO had a third quarter 1999 gain on the sale of utility plant due to the
sale of its fossil and hydroelectric generation assets. The gain, net of
income tax expense, was offset by amortization of regulatory assets.
Other income decreased as a result of an increase in Millstone 1 - unrecovered
costs due to the write-off of the company's unrecoverable investment as a
result of the restructuring order.
Other, net losses decreased primarily due to an increase in environmental
reserves.
Interest charges decreased in 1999, primarily due to interest capitalized
from a settlement agreement in 1999 and lower interest on long-term debt
outstanding.
Liquidity and Capital Resources
Net cash flow used in operating activities totaled approximately $18 million
in 1999, compared to net cash flow provided by operating activities of
approximately $20 million in 1998. The decrease is primarily due to the
repayment of amounts outstanding under WMECO's accounts receivable facility
and an IPP buyout earlier this year. In the first nine months of 1999, short-
term debt increased by $28 million while long-term debt and preferred stock
levels were reduced by $42 million. In the first nine months of 1998, short-
term debt increased by $18 million while long-term debt and preferred stock
levels were reduced by $11 million. There was net cash provided by investment
activities of approximately $34 million in 1999 which represents net proceeds
from the sale of the fossil and hydroelectric generation assets and a $20
million capital contribution from the parent company, partially offset by
construction and nuclear fuel expenditures and investments in the nuclear
decommissioning trust. In 1998, cash used in investment activities totaled
$25 million.
See NU's MD&A in this form 10-Q for further detail regarding Liquidity and
Capital Resources.
For information relating to the following items, refer to NU's MD&A included
in this Form 10-Q:
Nuclear Units
Restructuring
Year 2000 Issue
PART I. FINANCIAL INFORMATION
NORTH ATLANTIC ENERGY CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
- ------
Utility Plant, at original cost:
Electric................................................ $ 739,103 $ 753,379
Less: Accumulated provision for depreciation......... 188,518 165,114
------------- -------------
550,585 588,265
Construction work in progress........................... 10,818 7,090
Nuclear fuel, net....................................... 23,129 23,644
------------- -------------
Total net utility plant............................. 584,532 618,999
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 41,121 35,210
------------- -------------
41,121 35,210
------------- -------------
Current Assets:
Cash.................................................... - 71
Special deposits........................................ - 11,198
Notes receivable from affiliated companies.............. 36,850 30,350
Receivables from affiliated companies................... 22,775 23,804
Taxes receivable........................................ - 7,887
Materials and supplies, at average cost................. 12,345 12,812
Prepayments and other................................... 63 2,198
------------- -------------
72,033 88,320
------------- -------------
Deferred Charges:
Regulatory assets:
Deferred costs--Seabrook............................... 103,801 147,169
Income taxes, net...................................... 34,888 39,472
Recoverable energy costs............................... 1,718 1,878
Unamortized loss on reacquired debt.................... 5,681 11,363
Unamortized debt expense................................ 2,020 2,742
------------- -------------
148,108 202,624
------------- -------------
Total Assets........................................ $ 845,794 $ 945,153
============= =============
</TABLE>
See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common stock--$1 par value. Authorized
and outstanding 1,000 shares........................... $ 1 $ 1
Capital surplus, paid in................................ 160,999 160,999
Retained earnings....................................... 12,342 43,196
------------- -------------
Total common stockholder's equity.............. 173,342 204,196
Long-term debt.......................................... 335,000 405,000
------------- -------------
Total capitalization........................... 508,342 609,196
------------- -------------
Current Liabilities:
Long-term debt--current portion......................... 70,000 70,000
Accounts payable........................................ 8,914 5,924
Accounts payable to affiliated companies................ 886 867
Accrued interest........................................ 6,973 2,987
Accrued taxes........................................... 6,203 710
Other................................................... 214 285
------------- -------------
93,190 80,773
------------- -------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 206,187 209,634
Deferred obligation to affiliated company............... 15,420 22,728
Other................................................... 22,655 22,822
------------- -------------
244,262 255,184
------------- -------------
Commitments and Contingencies (Note 3)
------------- -------------
Total Capitalization and Liabilities........... $ 845,794 $ 945,153
============= =============
</TABLE>
See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues................................. $ 69,779 $ 69,087 $ 217,271 $ 206,883
---------- ---------- ---------- ----------
Operating Expenses:
Operation --
Fuel.......................................... 4,248 3,580 11,347 9,942
Other......................................... 9,090 9,118 30,322 26,887
Maintenance...................................... 2,818 3,158 16,938 9,980
Depreciation..................................... 6,844 6,360 20,697 18,965
Amortization of regulatory assets, net........... 21,372 21,366 64,116 64,098
Federal and state income taxes................... 8,758 8,981 26,170 27,075
Taxes other than income taxes.................... 4,527 3,365 10,781 9,764
---------- ---------- ---------- ----------
Total operating expenses................... 57,657 55,928 180,371 166,711
---------- ---------- ---------- ----------
Operating Income................................... 12,122 13,159 36,900 40,172
---------- ---------- ---------- ----------
Other Income:
Deferred Seabrook return--other funds............ 1,037 1,620 3,518 5,244
Other, net....................................... (2,113) (2,176) (5,601) (6,562)
Income taxes..................................... 3,867 3,815 11,886 11,489
---------- ---------- ---------- ----------
Other income, net.......................... 2,791 3,259 9,803 10,171
---------- ---------- ---------- ----------
Income before interest charges............. 14,913 16,418 46,703 50,343
---------- ---------- ---------- ----------
Interest Charges:
Interest on long-term debt....................... 10,576 12,321 34,691 37,760
Other interest................................... (115) (145) (389) (318)
Deferred Seabrook return--borrowed funds......... (1,990) (2,928) (6,745) (9,481)
---------- ---------- ---------- ----------
Interest charges, net...................... 8,471 9,248 27,557 27,961
---------- ---------- ---------- ----------
Net Income......................................... $ 6,442 $ 7,170 $ 19,146 $ 22,382
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1999 1998
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Cash flows from operating activities:
Net Income.................................................. $ 19,146 $ 22,382
Adjustments to reconcile to net cash
from operating activities:
Depreciation.............................................. 20,697 18,965
Deferred income taxes and investment tax credits, net..... 1,136 3,941
Amortization of nuclear fuel.............................. 9,265 7,811
Deferred return - Seabrook................................ (10,263) (14,725)
Amortization of nuclear plants return..................... 64,800 64,782
Amortization of other regulatory assets................... (684) (684)
Amortization of deferred obligation to affiliated company. (7,308) (7,308)
Other sources of cash..................................... 17,422 26,606
Other uses of cash........................................ (4,049) (11,245)
Changes in working capital:
Receivables............................................... 1,029 2,041
Materials and supplies.................................... 467 (246)
Accounts payable.......................................... 3,009 (2,175)
Accrued taxes............................................. 5,493 597
Other working capital (excludes cash)..................... 25,135 3,561
----------- -----------
Net cash provided by operating activities..................... 145,295 114,303
----------- -----------
Cash flows from financing activities:
Net decrease in short-term debt............................. - (9,950)
Reacquisitions and retirements of long-term debt............ (70,000) (20,000)
Cash dividends on common stock.............................. (50,000) (25,000)
----------- -----------
Net cash used in financing activities......................... (120,000) (54,950)
----------- -----------
Cash flows from investing activities:
Investment in plant:
Electric utility plant.................................... (4,785) (5,069)
Nuclear fuel.............................................. (8,590) (13,780)
----------- -----------
Net cash used for investments in plant...................... (13,375) (18,849)
Investment in NU System Money Pool.......................... (6,500) (35,100)
Investments in nuclear decommissioning trusts............... (5,491) (5,417)
----------- -----------
Net cash used in investing activities......................... (25,366) (59,366)
----------- -----------
Net decrease in cash.......................................... (71) (13)
Cash - beginning of period.................................... 71 13
----------- -----------
Cash - end of period.......................................... $ - $ -
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
NAEC (the company) is a wholly owned subsidiary of NU. This discussion should
be read in conjunction with NU's MD&A, consolidated financial statements and
footnotes in this Form 10-Q, the First and Second Quarter 1999 Form 10-Qs, and
the 1998 Form 10-K.
RESULTS OF OPERATIONS
Income Statement Variances
Increase/(Decrease)
Millions of Dollars
Third Nine
Quarter Percent Months Percent
Operating revenues $ 1 1% $10 5%
Fuel 1 19 1 14
Other operation - - 3 13
Maintenance - - 7 70
Taxes other than income taxes 1 35 1 10
Net income/(loss) (1) (10) (3) (14)
Comparison of the Third Quarter of 1999 to the Third Quarter of 1998
NAEC's net income was approximately $6.4 million in the third quarter of 1999
compared to $7.2 million in the third quarter of 1998. The decrease in net
income for the third quarter was primarily due to lower returns as a result
of lower net plant balances.
Operating revenues increased primarily due to higher fuel costs billed to
PSNH through the Seabrook Power Contract.
Fuel expense increased in the third quarter of 1999 primarily due to a higher
Seabrook capacity factor and a higher fuel amortization rate since the
refueling outage.
Taxes other than income taxes increased in the third quarter of 1999 as the
result of the New Hampshire change to a statewide utility property tax which
is higher than the nuclear station tax for Seabrook that was previously in
place.
Comparison of the First Nine Months of 1999 to the First Nine Months of 1998
NAEC's net income was approximately $19 million in 1999 compared to $22
million in 1998. The decrease in net income for the first nine months of
1999 was primarily due to lower returns as a result of lower net plant
balances.
Operating revenues increased primarily due to higher operating expenses billed
to PSNH through the Seabrook Power Contract.
Fuel expense increased in 1999 primarily due to a higher fuel amortization
rate since the Seabrook refueling outage.
Other O&M expenses increased primarily due to higher costs in 1999 relating
to the Seabrook refueling outage.
Taxes other than income taxes increased in 1999 as the result of the New
Hampshire change to statewide utility property tax in place of the nuclear
station tax.
Liquidity
Cash provided by operations totaled approximately $145 million in 1999, up
from $114 million in 1998. The increase is primarily due to higher working
capital. Approximately $120 million of net cash flow was used in 1999 to
reduce debt and pay cash dividends on common stock compared to approximately
$55 million in 1998. Approximately $25 million of net cash flow was used in
1999 for investment activities, including the investment in the NU System
Money Pool, plant and nuclear fuel expenditures and investment in nuclear
decommissioning trusts compared with $59 million in 1998.
See NU's MD&A in this Form 10-Q for further information on liquidity and
capital resources.
Seabrook Performance
Seabrook achieved a capacity factor of 97 percent through September 30, 1999
since returning to service on May 13, 1999, after a 48-day refueling and
maintenance outage.
For information relating to the following items, refer to NU's MD&A in this
Form 10-Q:
Restructuring
Year 2000 Issue
Risk-Management Instruments
Northeast Utilities and Subsidiaries
The Connecticut Light and Power Company and Subsidiaries
Public Service Company of New Hampshire
Western Massachusetts Electric Company and Subsidiary
North Atlantic Energy Corporation
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (All Companies)
A. Presentation
The accompanying unaudited financial statements should be read in
conjunction with the MD&A in this Form 10-Q, current reports on Form
8-K dated September 14, 1999 (NU, CL&P, PSNH, and WMECO), October 13,
1999 (NU) and October 27, 1999 (NU, CL&P and WMECO) and the Annual
Reports of NU, CL&P, PSNH, WMECO, and NAEC, which were filed as part
of the NU 1998 Form 10-K and the combined Form 10-Qs for the quarters
ended March 31, 1999 and June 30, 1999 for NU, CL&P, PSNH, WMECO, and
NAEC. The accompanying financial statements contain, in the opinion of
management, all adjustments necessary to present fairly NU's and each
NU system company's financial position as of September 30, 1999, the
results of operations for the three-month and nine-month periods ended
September 30, 1999 and 1998 (restated), and the statements of cash
flows for the nine-month periods ended September 30, 1999 and 1998
(restated). All adjustments are of a normal, recurring nature except
those described in Notes 1B and 3. The results of operations for the
three-month and nine-month periods ended September 30, 1999 and 1998
are not indicative of the results expected for a full year.
Restructuring orders for CL&P and WMECO dated October 1, 1999 and
September 17, 1999, respectively, impacted certain accounting policies
of these subsidiaries. See Note 1B regarding the impact on the
accounting policies and Note 3A regarding the CL&P and WMECO
restructuring orders.
The consolidated financial statements of NU and of its subsidiaries,
include the accounts of all their respective wholly owned subsidiaries.
Significant intercompany transactions have been eliminated in
consolidation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
Certain reclassifications of prior period data have been made to
conform with the current period presentation. During the third
quarter of 1998, Mode 1 classified a change in ownership interest in
NEON as a gain in net income. Based upon new information regarding
the start-up nature of NEON's operations, in the fourth quarter of
1998, the gain was reclassified to additional paid in capital.
Amounts previously reported for the three-month and nine-month
periods ended September 30, 1998 were net income of $5 million and
a net loss of $6.7 million and earnings per common share of $0.04
and loss per common share of $0.05, respectively. The NU financial
statements for the three-month and nine-month periods ended
September 30, 1998, presented herein were restated as a result of
this adjustment.
B. Regulatory Accounting and Assets
Historically, the accounting policies of CL&P, PSNH, WMECO, and NAEC
conformed to generally accepted accounting principles applicable to
rate-regulated enterprises and reflected the effects of the ratemaking
process in accordance with Statement of Financial Accounting Standards
(SFAS) No. 71, "Accounting for the Effects of Certain Types of
Regulation." As a result of separate restructuring orders issued
during the third quarter of 1999, CL&P and WMECO discontinued the
application of SFAS No. 71 for the generation portion of their
businesses.
The accounting implication to CL&P's and WMECO's generation assets was
to reclassify nuclear plant in excess of estimated fair market value
from plant to regulatory assets. The book value of CL&P's and WMECO's
nuclear assets exceed their estimated fair value by $1.686 billion and
$330 million, respectively. These amounts are classified on the
consolidated balance sheet as Recoverable Nuclear Costs. Also
included in that line item for 1999 is $510 million, which includes
Millstone 1 recoverable nuclear costs relating to the recoverable
portion of the undepreciated plant and related balances (approximately
$154 million) and the regulatory asset associated with the
decommissioning and closure obligation (approximately $356 million).
The restructuring orders in Connecticut and Massachusetts provide for
the transmission and distribution business to continue to be cost-of-
service based and also provide for a competitive transition assesment
(CTA). Since the CTA will include recovery of the nuclear regulatory
assets, CL&P and WMECO have recorded regulatory assets for the amount
of the plant in excess of estimated fair market value. In Connecticut,
the nuclear stranded costs related to Millstone 2 and 3 are anticipated
to be collected through the CTA over the current remaining lives of
the nuclear assets which end between the years 2015 through 2026.
In Massachusetts, the nuclear stranded costs are anticipated to be
collected through the CTA over 12 years.
In addition, in the third quarter of 1999, CL&P recorded a charge to
income of approximately $11 million for the write-off of its investment
in certain capital expenditures at Millstone 2 and 3 as a result
of specifically disallowed costs under the October 1, 1999 CL&P
restructuring order. Additionally, WMECO recorded a charge to income
of approximately $18 million for the disallowance of its equity return
on the Millstone 1 nuclear regulatory assets and the disallowance of an
equity return while Millstone 2 and 3 were not operating during the
units' extended outages (see Note 3A).
The following are the classes of utility plant, with the associated
accumulated depreciation reserves, at September 30, 1999 and December
31, 1998, after taking into account the adjustments discussed above:
Transmission General
and and
Generation Distribution Intangible Total
September 30, 1999:
Original cost $5,628,106 $3,722,138 $461,383 $9,811,627
Less: Accumulated
depreciation
reserve 4,784,448 1,416,254 227,495 6,428,197
$ 843,658 $2,305,884 $233,888 $3,383,430
December 31, 1998:
Original cost $5,611,259 $3,628,044 $526,569 $9,765,872
Less: Accumulated
depreciation
reserve 2,651,607 1,378,121 194,688 4,224,416
$2,959,652 $2,249,923 $331,881 $5,541,456
In July 1999, CL&P signed an agreement to sell their fossil-fueled
generation assets in accordance with the applicable restructuring
legislation. The sale is expected to close in the fourth quarter of
1999. As part of these restructuring orders, CL&P and WMECO will also
divest of their nuclear assets (see Note 3B).
WMECO's fossil-fueled generation assets were sold to Consolidated
Edison Energy, Massachusetts, Inc. (CEEMI) on July 26, 1999 (see
Note 3A).
At this time management, continues to believe that the application of
SFAS No. 71 for PSNH and NAEC remains appropriate. If the PSNH
settlement is formally approved by the NHPUC and management determines
the impacts of restructuring, then none of the NU system operating
companies' generation businesses will be rate-regulated on a cost-of-
service basis. The transmission and distribution business within each
of the NU system operating companies' jurisdictions will continue to be
rate-regulated on a cost-of-service basis and the current and future
restructuring plans allow for the recovery of regulatory assets through
this portion of their businesses.
2. FUEL-PRICE AND INTEREST-RATE RISK-MANAGEMENT (NU, CL&P, NAEC)
A. Fuel-Price Risk-Management
As of September 30, 1999, CL&P had outstanding derivative instruments
used for fuel-price risk-management with a total notional value of
approximately $344 million and a net positive mark-to-market position
of approximately $11.5 million.
The terms of CL&P's fuel-price risk-management agreements require
CL&P to post cash collateral with its counterparties in the event of
negative mark-to-market positions and lowered credit ratings. The
collateral is actively managed and is returned to CL&P when the
mark-to-market position sufficiently changes in CL&P's favor, when
CL&P meets specified credit ratings or when an agreement ends and all
open positions are properly settled. At September 30, 1999, cash
collateral in the amount of approximately $9.3 million was posted
under these agreements. This reflects that a portion of these
outstanding derivative instruments remained in a negative mark-to-
market position.
B. Interest-Rate Risk-Management
As of September 30, 1999, NAEC had outstanding derivative instruments
used for interest-rate risk-management with a total notional value of
approximately $200 million and negative mark-to-market positions of
approximately $.2 million.
3. COMMITMENTS AND CONTINGENCIES (CL&P, PSNH, WMECO)
A. Restructuring
CL&P: On October 1, 1999, the DPUC issued a final decision in the CL&P
standard offer proceeding (the Decision). Standard offer service will
be available to all customers in CL&P's service area beginning January
1, 2000, who choose to receive electric generation service through
CL&P, or who do not, or are unable to, arrange for electric generation
services with another supplier. Most of the components of the standard
offer were cost-of-service based and previously included in the total
regulated rate set when CL&P was a fully integrated utility. However,
these rates were never unbundled.
In its decision, the DPUC approved the recovery of most of CL&P's
regulatory assets and the stranded costs associated with CL&P's nuclear
investment. Additionally, CL&P's 1,670 MW of nuclear output is now
being competitively bid. CL&P's ownership interests in the Millstone
nuclear generating units are expected to be auctioned in 2000.
The DPUC also established the methodology for setting CL&P's seven
unbundled components of rates. The seven components are: transmission,
distribution, energy conservation, renewable energy charge, systems
benefits charge (SBC), CTA and generation service charge (GSC).
On October 22, 1999, as amended on November 4, 1999, CL&P made a
compliance filing which presented CL&P's implementation of the standard
offer decision. It is expected that several items will be resolved
through the compliance filing process.
On November 3, 1999, CL&P announced the results of the auction for its
standard offer service requirements. Two unaffiliated companies were
awarded 50 percent of the total standard offer service contract for
CL&P's standard offer service load. CL&P will procure the remaining
50 percent of their load from Select Energy. Rates for the CTA and
the GSC will be set this fall after the close of this transaction,
which is expected in the fourth quarter of 1999, after receiving DPUC
and FERC approvals.
In the third quarter, CL&P concluded the auction of its entitlements
to Millstone 2 and 3 and Seabrook Station. As a result, in November
1999, prices were established for nuclear output from the Millstone
units and Seabrook Station for a two-year term. Associated revenues
are expected to recover nuclear operating costs, post-1997 capital
additions and a return on remaining nuclear plant balances.
PSNH: On August 2, 1999, NU, PSNH and the state of New Hampshire signed
an "Agreement to Settle PSNH Restructuring" (the Agreement). Under
the Agreement, PSNH expects to recover approximately $1.5 billion of
stranded costs. The Agreement calls for PSNH to write off about $367
million (pre-tax) of its stranded costs (about $225 million after-tax).
The Agreement is awaiting approval from the NHPUC. The NHPUC
bifurcated the proceeding regarding the Agreement into two phases.
The first phase allowed for the proponents of the Agreement to provide
sufficient record for the NHPUC to compare the Agreement to a range of
reasonable outcomes in the other associated dockets. On November 8,
1999, the NHPUC announced that the Commission had decided to move ahead
with Phase II of the proceeding because the parties to the Agreement
met their burden of proof that there is sufficient evidence that the
Agreement may be later found to be in the public interest and in
conformance with applicable New Hampshire law and statute.
The second phase will allow the opponents of the Agreement to file
testimony concerning the Agreement and then allow proponents to
conduct discovery and to file rebuttal testimony. Testimony and
discovery for Phase II is scheduled for November and December 1999
with hearings in January 2000. During the hearings for Phase I, the
NHPUC determined that the Consolidated Edison merger (see Note 8) is
relevant to the Agreement and intervening parties should have
discovery in Phase II to evaluate the impact of the merger on the
Agreement.
WMECO: On September 17, 1999, the DTE issued its decision on WMECO's
restructuring plan (the Plan). WMECO's Plan was submitted in response
to the Massachusetts Electric Utility Restructuring Act, Chapter 164 of
the Acts of 1997. Under the Plan, the DTE permitted WMECO to recover,
as a stranded cost, the following:
* Non-nuclear generation-related asset balance;
* Nuclear generation-related assets; and
* Its nuclear decommissioning costs, its "unavoidable" costs at
Millstone Station, and costs for nuclear plant materials and
supplies.
The DTE also approved WMECO's requested 11 percent return on equity on
its transition costs.
In addition, the DTE approved the proposed sale of WMECO's Millstone
assets with the Millstone assets of its affiliate, CL&P. However, the
DTE disallowed any recovery of an equity return on the balance of
WMECO's Millstone 1 net book value. The DTE also determined that
WMECO should earn no equity return on its share of its Millstone 3
nuclear unit from the date of retail access (March 1, 1998) until the
date it returned to service from its extended outage (July 15, 1998),
and earn no equity return on its share of its Millstone 2 nuclear unit
from the date of retail access until the date it returned to service
(May 19, 1999).
The DTE also found that all nuclear capital additions after 1991 must
be reviewed for prudence before these costs can be certified as a
stranded cost and securitized. The post-1991 capital additions will
be adjudicated by the DTE in the second phase of the restructuring
proceeding. Further, the DTE has directed the parties to initiate
discussions to reach a settlement on this issue, and WMECO must issue
a report to the DTE by December 1, 1999 on the progress of such
discussions.
The DTE allowed the recovery of above-market purchased power contract
costs, and allowed the full recovery of the difference between the
historical standard offer rate (2.8 cents/kWh in 1998 and 3.1 cents/kWh
in 1999) and the cost to provide standard offer service to customers.
On a going forward basis, however, WMECO is directed to obtain standard
offer service through a competitive solicitation and charge customers
for the cost of this service. Due to the legislatively mandated rate
cap, charging standard offer service at the market rate may require
adjusting downward the transition charge and/or establishing a deferral
of certain costs.
As required by the DTE, WMECO submitted a compliance filing on October
18, 1999. It is expected that several items will be resolved through
the compliance filing process.
Additionally, as a result of the fossil and hydroelectric generation
assets sold to CEEMI on July 26, 1999, as part of WMECO's Plan, a gain
of $21 million was recognized and regulatory assets were reduced by a
corresponding amount.
B. Nuclear Auction
On September 15, 1999, NU announced that the Millstone Station nuclear
power plant assets of its subsidiaries, CL&P and WMECO, will be put up
for auction as soon as practical.
On November 8, 1999, CL&P filed its divestiture plan for the Millstone
Station with the DPUC. Following regulatory approvals, the auction is
expected to begin early next year with a successful bidder chosen by
mid-2000. The plan calls for auctioning all three units at the station
as a single package. CL&P and WMECO have joint ownership interests of
81 percent and 19 percent, respectively, in Millstone 1 and 2. CL&P,
WMEC and PSNH have joint ownership interests of 52.93 percent, 12.24
percent and 2.85 percent, respectively, in Millstone 3. No NU
subsidiary will participate as a bidder in the auction process.
The 35.98 percent share of the Seabrook Nuclear Station in New
Hampshire owned by NU's subsidiary, NAEC, may also be put up for
public auction, however, no date is set at this time due to the
ongoing settlement hearings. NU anticipates that CL&P's 4.06 percent
share of Seabrook will also be sold in the auction.
C. Long-Term Contractual Arrangements - New Hampshire Electric Cooperative
(NHEC)
On September 30, 1999, PSNH and NHEC entered into a settlement that
resolves all outstanding disputes between the parties, terminates
the Amended Partial Requirements Agreement, provides for payments
in liquidation of all contractual and stranded cost claims, and
establishes a delivery charge for competitively procured power
delivered by PSNH to NHEC. PSNH will receive an $18 million contract
termination fee which will be used to reduce PSNH's stranded costs.
The effective date of the settlement is January 1, 2000. Both the
FERC and the NHPUC must take action to implement the settlement.
D. Long-Term Contractual Arrangements
Select Energy maintains long-term agreements to purchase and sell both
wholesale and retail energy in the normal course of business. The
notional amounts of the purchase and sale contracts are $527.7 million
and $644.2 million at September 30, 1999, respectively. These
contracts extend through 2004 as follows (thousands of dollars):
Purchase Sales
Year Contracts Contracts
2000 $460,213 $482,877
2001 59,499 71,169
2002 7,972 45,213
2003 - 32,827
2004 - 12,162
Total $527,684 $644,248
4. COMPREHENSIVE INCOME (NU, CL&P, PSNH, WMECO)
The total comprehensive income/(loss), which includes all comprehensive
income items, for the NU system is as follows:
Nine Months Ended September 30,
1999 1998
(Thousands of Dollars)
NU Consolidated $ 50,008 $(13,463)
CL&P (20,285) (87,888)
PSNH 66,330 61,145
WMECO 17,843 (5,043)
5. EARNINGS PER SHARE (NU)
Basic earnings per share is computed based upon the weighted average number
of common shares outstanding during each period. Diluted earnings per share
is computed on the basis of the weighted average number of common shares
outstanding plus the potential dilution effect if certain securities are
converted into common stock.
The following table sets forth the components of basic and diluted earnings
per share:
(Thousands of Dollars, Nine Months Ended September 30,
except per share data) 1999 1998
Income after interest charges $ 67,435 $ 5,530
Preferred dividends of
subsidiaries 17,545 20,281
Net income/(loss) $ 49,890 $(14,751)
Basic EPS common shares
outstanding (average) 131,317,964 130,462,708
Dilutive effect of employee
stock options 462,353 - (a)
Diluted EPS common shares
outstanding (average) 131,780,317 130,462,708
Basic earnings/(loss) per share $0.38 $(0.11)
Diluted earnings/(loss) per share $0.38 $(0.11) (a)
(a) The addition of dilutive potential common shares would be anti-
dilutive for the 1998 period shown and, therefore, is not included.
6. SEGMENT INFORMATION (NU)
Effective January 1, 1999, NU system companies adopted SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information."
The NU system is organized between regulated utilities and unregulated
energy services. The regulated utilities segment represents approximately
88 percent of the NU system's total revenue and is comprised of several
business units including: generation, transmission and distribution.
The unregulated energy services segment in the following table includes:
Select Energy, a corporation engaged in the marketing, transportation,
storage and sale of energy commodities, at wholesale, in designated
geographical areas and in the marketing of electricity to retail customers;
NGC, a corporation that acquires and manages generation facilities; NGS,
a corporation that will maintain and service any fossil or hydro facility
that is acquired or contracted with for fossil or hydro generation
services; and HEC, a provider of energy management, demand-side
management and related consulting services for commercial, industrial
and institutional electric companies and electric utility companies.
Other in the following table includes the results for Mode 1, an investor
in a fiber-optic communications network. Mode 1 had a net loss of
approximately $3.9 million for the nine months ended September 30, 1999.
Also included in Other is NU's investment in COE which has an investment
in a foreign utility company. NU is in the process of selling COE.
Interest expense included in Other primarily relates to the debt of NU
parent. Inter-segment eliminations of revenues and expenses are also
included in Other.
Regulated utilities revenues primarily are derived from residential,
commercial and industrial customers. The regulated utilities segment is
not dependent on any single customer. The unregulated energy services
segment has a major customer whose purchases represent approximately 52
percent of its total revenues for the nine months ended September 30, 1999.
For the Nine Months Ended September 30, 1999
Unregulated
Regulated Energy
(Thousands of Dollars) Utilities Services Other Total
Operating revenues $ 2,926,379 $ 413,528 $(17,392) $ 3,322,515
Operating expenses (2,646,876) (445,502) 26,537 (3,065,841)
Operating income/(loss) 279,503 (31,974) 9,145 256,674
Interest expense (185,985) (1,417) (10,944) (198,346)
Other income/(expense) 12,002 (701) (2,194) 9,107
Preferred dividends (17,545) - - (17,545)
Net income/(loss) $ 87,975 $ (34,092) $(3,993) $ 49,890
Total assets $ 9,998,271 $ 196,855 $69,820 $10,264,946
Prior to 1999, the NU system evaluated management performance using a
cost-based budget, therefore business segment reporting on a comparative
basis will not be available until the year 2000.
7. MERGER AGREEMENT WITH YANKEE (NU)
On October 12, 1999, Yankee shareholders approved the proposed merger.
The proposed merger is still awaiting regulatory approval. NU expects
the transaction to close in early to mid-year 2000.
8. SUBSEQUENT EVENTS
A. Merger Agreement with Consolidated Edison (All Companies)
On October 13, 1999, NU and Consolidated Edison announced that they
have agreed to a merger to combine the two companies. The shareholders
of NU will receive $25 per share in a combination of cash and
Consolidated Edison common stock.
NU shareholders also have the right to receive an additional $1 per
share if a definitive agreement to sell its interests (other than those
held by its New Hampshire subsidiary) in Millstone 2 and 3 is entered
into and recommended by the Utility Operations and Management Unit of
the DPUC on or prior to the later of December 31, 2000 or the closing
of the merger. Further, the value of the amount of cash or stock to be
received by NU shareholders is subject to increase by an amount of
$0.0034 per share per day for each day that the transaction does not
close after August 5, 2000.
Upon completion of the merger, NU will become a wholly owned subsidiary
of Consolidated Edison. The purchase is subject to the approval of the
shareholders of both companies and several regulatory agencies. The
companies anticipate that these regulatory procedures can be completed
in 12 to 18 months from the date of the announcement.
For further information regarding this matter, see NU Form 8-K dated
October 13, 1999, Item 5. Other Events, (a).
B. Joint Owner Litigation Settlement (Settlement) (NU, CL&P, WMECO)
The non-NU joint owners of Millstone 3 filed demands for arbitration
with CL&P and WMECO as well as lawsuits in Massachusetts Superior
Court against NU and its current and former Trustees related to the
companies' operation of Millstone 3. On October 27, 1999, NU and its
subsidiaries, CL&P and WMECO, agreed in principle to settle with two
of the joint owners, who own approximately 51 percent of the non-NU
percentage of Millstone 3.
As of September 30, 1999, no amounts have been recorded as an
obligation. The Settlement provides for the payment to the claimants
of approximately $31.5 million and contingent payments dependent upon
future events and circumstances which NU cannot currently predict.
The impact of the Settlement will be recognized for financial
reporting purposes in the fourth quarter. Arbitration and litigation
claims, totaling approximately $150 million, remain outstanding for
the non-NU joint owners who have not agreed to settle.
For further information regarding the Settlement, see NU the
Form 8-K dated October 27, 1999, Item 5. Other Events, (a).
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
1. NRC Office of Investigations and U.S. Attorney Investigations and Related
Matters
(NU) On September 27, 1999, NUSCO pled guilty to six counts of violating
the federal Clean Water Act at the Millstone and Devon Facilities. On the
same date, NNECO pled guilty to 19 counts of violating the Atomic Energy
Act by submitting false and inaccurate operator license applications to the
NRC. Each company was ordered to pay a $3.35 million fine and was placed
on probation for three years. Each company also agreed to make $1.65
million in non-deductible charitable contributions. NU, NUSCO and NNECO
also entered into a compliance agreement with the EPA under which they
will implement an environmental management system for all operational NU
facilities. This resolves all pending federal criminal investigations of
NU system companies.
For more information regarding this matter, see "Part I, Item 3 - Legal
Proceedings" in NU's 1998 Annual Report on Form 10-K.
2. Shareholder Lawsuits - Proposed Merger with Consolidated Edison.
(NU) On October 13, 1999, a NU shareholder class action complaint was
filed in New York Supreme Court for the County of New York. An additional
class action complaint was filed with the same court on October 18, 1999.
The complaints name as defendants NU and ten individual Trustees of NU.
The complaints allege that the defendant Trustees of NU breached their
duties to NU's shareholders by agreeing to be acquired by Consolidated
Edison without fully considering other possible offers for NU. The
plaintiffs seek equitable relief, including an order that NU consider
other offers for NU. The plaintiffs also seek to recover costs and
attorneys' fees incurred in this action. NU intends to vigorously oppose
the complaints.
For more information regarding this matter, see NU's Current Report on Form
8-K dated October 13, 1999, File No. 1-5324.
3. Joint Owner Litigation Settlement
(NU, CL&P, WMECO) On October 27, 1999, NU and its subsidiaries CL&P
and WMECO agreed in principle with New England Power Company (NEP), a
subsidiary of New England Electric System and Montaup Electric Company
(MEC), a subsidiary of Eastern Utilities Associates, to settle various
arbitration and litigation claims arising out of the operation of the
Millstone 3 nuclear power plant.
For more information regarding this matter, see NU's Current Report on Form
8-K dated October 27, 1999, File No. 1-5324.
ITEM 5. OTHER INFORMATION
1. NRC - Section 2.206 Petitions - Connecticut Yankee nuclear plant
(NU, CL&P, PSNH, WMECO) On September 9, 1999, the NRC issued a final
decision on a petition filed in March 1997 by the Citizens Awareness
Network and others seeking enforcement action and the placement of certain
restrictions on decommissioning activities at CY. The NRC's decision
relied on a previous NRC enforcement action issued to CY as the basis for
partially granting the petitioners' requests, and denied that aspect of
the petition which sought imposition of a civil monetary penalty for
radiation protection issues at the plant. In September 1997, the NRC
issued a partial decision which denied the petitioners' requests that CY
be placed on the NRC's Watch List and that decommissioning activities at
the plant be delayed for six months.
For more information regarding this matter, see "Part I, Item 3 - Legal
Proceedings" in NU's 1997 Annual Report on Form 10-K.
2. FERC - Holyoke Water Power Company
(NU) On August 20, 1999, FERC issued a new forty-year license to HWP,
a wholly owned subsidiary of NU, for the Holyoke hydroelectric project.
HWP was the successful applicant in a contested license application for
the project, winning over co-applicants the City of Holyoke Gas and
Electric Department, the Massachusetts Municipal Wholesale Electric
Company and the Ashburnham Municipal Light Plant. HWP has appealed
various aspects of the license, including certain environmental
conditions with both FERC and the Massachusetts Department of
Environmental Protection. HWP also requested that the FERC stay
contested state and federal license conditions pending state and
federal appeals.
Various other parties also requested a rehearing by the FERC of certain
aspects of the licensing decision. The FERC granted the rehearing requests
on October 13, 1999.
For more information regarding this matter, see "Part I, Item 1 - Business
- Other Regulatory and Environmental Matters - FERC Hydro Project
Licensing" in NU's 1998 Annual Report on Form 10-K.
3. WMECO's Fuel Charge
(WMECO) On August 31, 1999, the DTE issued its decision in WMECO's
pending fuel charge proceeding. When the fuel charge was terminated
in Massachusetts in March 1998, WMECO had a net under-recovery of
approximately $23 million. This amount included an over-recovery of
approximately $1.5 million for the month of March 1998 resulting from
a DTE directive on rate restructuring transition. The DTE ordered
(1) the $1.5 million plus interest be returned to rate payers in October,
November and December 1999 and (2) the remainder of the under-recovery
($24.5 million) would be resolved in WMECO's outstanding generating unit
performance proceedings.
For more information regarding this matter, see "Part I, Item 1 - Business
- Massachusetts Restructuring" in NU's 1998 Annual Report on Form 10-K.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Listing of Exhibits
Exhibit No. Description
10.1 Agreement and Plan of Merger (See Exhibit 1 to
NU's Current Report on Form 8-K dated October 13,
1999, File No. 1-5324).
10.2 Amendment to Rights Agreement (See Exhibit 3 to NU's
Current Report on Form 8-K dated October 13, 1999,
File No. 1-5324).
10.3 Amendment to Special Severance Program
10.4 Amendment to Employment Agreement
10.5 Amendment to Employment Agreement
15 Arthur Andersen LLP Letter Regarding Unaudited
Financial Information
27.1 NU Financial Data Schedule
27.2 CL&P Financial Data Schedule
27.3 PSNH Financial Data Schedule
27.4 WMECO Financial Data Schedule
27.5 NAEC Financial Data Schedule
(b) Reports on Form 8-K:
NU filed a Form 8-K dated September 14, 1999, disclosing:
* On September 14, 1999, the NU Board of Trustees approved the payment
of the NU's first common stock dividend since March 1997.
NU, CL&P, PSNH, and WMECO filed Form 8-Ks dated September 14, 1999
disclosing:
* On September 15, 1999, NU announced that the Millstone Station nuclear
power plant assets of its subsidiaries, CL&P and WMECO, will be put up
for public auction as soon as practical. The 35.98 percent share of
the Seabrook Nuclear Station in New Hampshire owned by NU's subsidiary
NAEC also will be put up for public auction.
NU filed a Form 8-K dated October 13, 1999, disclosing:
* On October 13, 1999, NU and Consolidated Edison announced that they
have agreed to a merger to combine the two companies.
* On October 13, 1999, a NU shareholder class action complaint was filed
in New York Supreme Court for the County of New York. An additional
class action complaint was filed with the same court on October 18,
1999. The complaints name as defendants NU and ten individual Trustees
of NU.
NU, CL&P and WMECO filed Form 8-Ks dated October 27, 1999, disclosing:
* On October 27, 1999, NU and its subsidiaries, CL&P and WMECO, agreed to
settle various arbitration and litigation claims arising out of the
operation of the Millstone 3 nuclear power plant.
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 hereunto duly authorized.
NORTHEAST UTILITIES
Registrant
Date: November 10, 1999 By /s/ John H. Forsgren
John H. Forsgren
Executive Vice President
and Chief Financial Officer
Date: November 10, 1999 By /s/ John J. Roman
John J. Roman
Vice President and Controller
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 hereunto duly authorized.
THE CONNECTICUT LIGHT AND POWER COMPANY
Registrant
Date: November 10, 1999 By /s/ Randy A. Shoop
Randy A. Shoop
Treasurer
Date: November 10, 1999 By /s/ John P. Stack
John P. Stack
Controller
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 hereunto duly authorized.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
Registrant
Date: November 10, 1999 By /s/ David R. McHale
David R. McHale
Vice President and Treasurer
Date: November 10, 1999 By /s/ John J. Roman
John J. Roman
Vice President and Controller
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 hereunto duly authorized.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
Registrant
Date: November 10, 1999 By /s/ David R. McHale
David R. McHale
Vice President and Treasurer
Date: November 10, 1999 By /s/ John J. Roman
John J. Roman
Vice President and Controller
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 hereunto duly authorized.
NORTH ATLANTIC ENERGY CORPORATION
Registrant
Date: November 10, 1999 By /s/ David R. McHale
David R. McHale
Vice President and Treasurer
Date: November 10, 1999 By /s/ John J. Roman
John J. Roman
Vice President and Controller
EXHIBIT 10.3
SECOND AMENDMENT TO SPECIAL SEVERANCE PROGRAM
FOR OFFICERS OF NORTHEAST UTILITIES SYSTEM COMPANIES
The Special Severance Program for Officers of Northeast Utilities System
Companies, as amended, is further amended, effective September 14, 1999, by
amending Section III(a) to read in its entirety as follows:
(a) Benefits Following Termination Upon a Change of Control. So long
as a Participant executes a written release substantially in the form of
Annex 2 hereto, upon such Participant's Termination upon a Change of Control,
(i) the Company will pay to Participant, in a single cash payment within 30
days after the later of the Termination Date and the date the Participant
executes such release, an amount equal to two times the Participant's Base
Compensation, (ii) each of the Participants, his or her eligible spouse and
dependents shall be eligible for a continuation of all employee health plan
benefits as then in effect for such persons, as if the Participant had
remained actively employed by the Company, such benefits to continue until
the earlier of two years following the Termination Date or the date such
person has coverage through another group health plan or plans and to count
as "continuation coverage" pursuant to the requirements of Section 4980B of
the Code, (iii) if as of the Termination Date the Participant has attained at
least age 50, and the sum of the Participant's age and credited service under
the Company's Retirement Plan in whole months equals or exceeds 65 years, the
Participant shall be eligible for benefits under the Company's retiree health
plan beginning at age 55, with cost sharing under such plan based on the
greater of age 55 or Participant's actual age on the Termination Date, and
Participant shall, as of the expiration of the benefits continuation period
provided for in (ii) above, be eligible to purchase health benefits at COBRA
rates until Participant attains age 55, at which time Participant shall be
eligible for benefits under the Company's retiree health plan, (iv) if as of
the Termination Date the Participant has attained at least age 50 and the sum
of the Participant's age and credited service under the Company's Retirement
Plan in whole months equals or exceeds 65 years, the Participant shall be
entitled to the Make-Whole Benefit under the Supplemental Executive
Retirement Plan for Officers of Northeast Utilities System Companies, if any,
commencing the first day of any month following the Termination Date, whether
or not the Participant has then satisfied the requirements for early, normal,
or deferred retirement under the Company's Retirement Plan, using the
Termination Date as the "date of retirement" contemplated by Section IV(b) of
the Supplemental Plan, and the reduction to reflect early commencement of
such Benefit shall be 2% for each year younger than age 65 to age 60, if
applicable, 3% for each year younger than age 60 to age 55 and 4% for each
year younger than 55, unless actuarial reduction factors more favorable to
Participant are adopted in the Retirement Plan, in which case those factors
shall apply, and (v) on such Participant's Termination Date, all performance
share units, stock options or restricted shares previously granted to the
Participant, to the extent not already vested prior to the Termination Date,
shall be fully vested and exercisable or paid as if the Participant had
remained actively employed by the Company, including the right of exercise,
where appropriate, within 36 months after the Termination Date; provided,
however, that the performance share units shall be paid as if the Company had
met all performance targets during the applicable performance period.
EXHIBIT 10.4
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated as of September 14, 1999, is to the Employment Agreement,
dated as of February 1, 1996, as amended, (the "Agreement") by and between
Northeast Utilities Service Company (the "Company") and John H. Forsgren
("Executive"), as amended.
In consideration of Executive's continued employment by the Company, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, the Company and Executive agree that
Section 5.4(b)(vi) of the Agreement is amended to read in its entirety as
follows:
(vi) Under the Supplemental Plan, Executive shall be entitled to
receive a Target Benefit and a Make-Whole Benefit commencing the first day
of any month following Executive's Termination, whether or not Executive
has then satisfied the requirements for early, normal or deferred
retirement under, or is then entitled to receive a vested benefit under,
the Company's Retirement Plan, using the Termination Date as the "date of
retirement" contemplated by Section IV(b) of the Supplemental Plan;
Executive's years of service with the Company through the 24th month
following the Termination Date shall be taken into account in determining
the amount of the Target Benefit and the Make-Whole Benefit and 24 months
shall be added to Executive's age for purposes of determining the
reduction in such Benefits, if any, to reflect early commencement,
utilizing the early commencement factor for Executive's age and years of
service, each as so modified, set forth in the Company's Retirement Plan
as in effect on the Termination Date; and
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Amendment as of the date first above written.
NORTHEAST UTILITIES SERVICE COMPANY
By /s/ John H. Forsgren
Its Executive
EXHIBIT 10.5
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated as of September 14, 1999, is to the Employment Agreement,
dated as of February 25, 1997, as amended, by and between Northeast Utilities
Service Company (the "Company") and Cheryl W. Grise ("Executive"), as
amended.
In consideration of Executive's continued employment by the Company, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, the Company and Executive agree as follows:
A. That Section 5.4(b)(vi) is amended to read in its entirety as follows:
(vi) Under the Supplemental Plan, Executive shall be entitled to receive
a Target Benefit and a Make-Whole Benefit commencing the first day of any month
following Executive's Termination, whether or not Executive has then satisfied
the requirements for early, normal or deferred retirement under, or is then
entitled to receive a vested benefit under, the Company's Retirement Plan,
using the Termination Date as the "date of retirement" contemplated by
Section IV(b) of the Supplemental Plan; Executive's years of service with the
Company through the 24th month following the Termination Date shall be taken
into account in determining the amount of the Target Benefit and the Make-Whole
Benefit and 24 months shall be added to Executive's age for purposes of
determining the reduction in such Benefits, if any, to reflect early
commencement, utilizing the early commencement factor for Executive's age and
years of service, each as so modified, set forth in the Company's Retirement
Plan as in effect on the Termination Date or, if there is no such factor for
Executive's age as so modified as of the Termination Date, a full actuarial
reduction for Executive's age as so modified, as determined by the enrolled
actuary for the Retirement Plan; and
B. That the first two sentences of Section 6.4(a) are amended to read in their
entirety as follows:
Under the Supplemental Plan, Executive shall be entitled to a Target Benefit
and a Make-Whole Benefit commencing as provided below with an actuarial
reduction in the event the Target Benefit and Make-Whole Benefit commence prior
to age 65 (age 60 if Executive has attained age 60 and completed at least 30
years of service at the Termination Date), whether or not Executive has then
satisfied the requirements for early, normal or deferred retirement under, or
is then entitled to receive a vested benefit under the Company's Retirement
Plan or has attained age 60, using the Termination Date as the "date of
retirement" contemplated by Section IV(b) of the Supplemental Plan. The
actuarial reduction shall be 2% for each year younger than age 65 to age 60,
if applicable, 3% for each year younger than age 60 to age 55 and 4% for each
year younger than 55, unless actuarial reduction factors more favorable to
Executive are adopted in the Retirement Plan, in which case those factors shall
apply.
C. That Section 6.4 (b) is amended to read in its entirety as follows:
Executive's age and years of service with the Company through the 36th month
following the Termination Date shall be taken into account in determining
Executive's eligibility for benefits under the Company's retiree health plan.
Cost sharing under the Company's retiree health plan shall be based on the
greater of age 55 or the Executive's actual age on the Termination Date. If
the additional 36 months of age and service do not qualify Executive to receive
benefits under the Company's retiree health plan, Executive shall, as of the
expiration of the benefits continuation period provided for in Section 6.3, be
eligible to purchase health benefits at COBRA rates until Executive attains
age 55, at which time Executive shall be eligible for benefits under the
Company's retiree health plan.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Amendment as of the date first above written.
NORTHEAST UTILITIES SERVICE COMPANY
By /s/ Cheryl W. Grise
Its Executive
Exhibit 15
November 10, 1999
To Northeast Utilities:
We are aware that Northeast Utilities has incorporated by reference in its
Registration Statements No. 33-34622, No. 33-40156, No. 33-44814, No. 33-63023,
No. 33-55279, No. 33-56537, No. 333-52413, No. 333-52415, No. 001-05324, and
No. 333-85613, its Form 10-Q for the quarter ended September 30, 1999, which
includes our report dated November 10, 1999 covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of the
registration statement prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
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