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, 2000
------------------
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, 2000
------------------------ -------------------------------
Northeast Utilities
Common shares, $5.00 par value 143,630,028 shares
The Connecticut Light and Power Company
Common stock, $10.00 par value 7,584,884 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 590,093 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
Acumentrics....................... Acumentrics Corporation
CL&P.............................. The Connecticut Light and Power Company
Con Edison........................ Consolidated Edison, Inc.
Dominion.......................... Dominion Resources, Inc.
Mode 1............................ Mode 1 Communications, Inc.
NAEC.............................. North Atlantic Energy Corporation
NEON.............................. NEON Communications, Inc.
NGC............................... Northeast Generation Company
NNECO............................. Northeast Nuclear Energy Company
NU................................ Northeast Utilities
NU system......................... The Northeast Utilities system companies,
including NU and its wholly owned operating
subsidiaries: CL&P, PSNH, WMECO, NAEC,
and Yankee Gas
NUSCO............................. Northeast Utilities Service Company
PSNH.............................. Public Service Company of New Hampshire
Select Energy..................... Select Energy, Inc.
WMECO............................. Western Massachusetts Electric Company
Yankee............................ Yankee Energy System, Inc.
Yankee Gas........................ Yankee Gas Services Company
NUCLEAR UNITS
Millstone 1....................... Millstone Unit No. 1, a 660 megawatt nuclear
unit completed in 1970; Millstone 1 is
currently in decommissioning status.
Millstone 2....................... Millstone Unit No. 2, an 870 megawatt
nuclear electric generating unit completed
in 1975
Millstone 3....................... Millstone Unit No. 3, a 1,154 megawatt
nuclear electric generating unit completed
in 1986
Seabrook.......................... Seabrook Unit No. 1, a 1,148 megawatt
nuclear electric generating unit completed
in 1986; Seabrook went into service in 1990.
REGULATORS
DEP.............................. Department of Environmental Protection
DPUC............................. Connecticut Department of Public
Utility Control
DTE.............................. Massachusetts Department of
Telecommunications and Energy
NHPUC............................ New Hampshire Public Utilities Commission
NRC.............................. Nuclear Regulatory Commission
NYPSC............................ New York Public Service Commission
OTHER
CFD Payments..................... Contract for Difference Payments
DIG.............................. Derivatives Implementation Group
EPS.............................. Earnings per share
FASB............................. Financial Accounting Standards Board
Fitch............................ Fitch IBCA
MW............................... Megawatts
NU 1999 Form 10-K................ The NU system combined 1999 Form 10-K as
filed with the Securities and Exchange
Commission
O&M.............................. Operation and maintenance
SAB.............................. Staff Accounting Bulletin
Settlement Agreement............. Agreement to Settle PSNH Restructuring
SFAS............................. Statement of Financial Accounting Standards
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
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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, 2000 and December 31, 1999................ 2
Consolidated Statements of Income -
Three Months and Nine Months Ended
September 30, 2000 and 1999............................. 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2000 and 1999........... 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 6
Report of Independent Public Accountants................ 19
The Connecticut Light and Power Company and Subsidiaries
Consolidated Balance Sheets -
September 30, 2000 and December 31, 1999................ 22
Consolidated Statements of Income -
Three Months and Nine Months Ended
September 30, 2000 and 1999............................. 24
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2000 and 1999........... 25
Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 26
Public Service Company of New Hampshire
Balance Sheets -
September 30, 2000 and December 31, 1999................ 34
Statements of Income -
Three Months and Nine Months Ended
September 30, 2000 and 1999............................. 36
Statements of Cash Flows -
Nine Months Ended September 30, 2000 and 1999........... 37
Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 38
Western Massachusetts Electric Company and Subsidiary
Consolidated Balance Sheets -
September 30, 2000 and December 31, 1999................ 44
Consolidated Statements of Income -
Three Months and Nine Months Ended
September 30, 2000 and 1999............................. 46
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2000 and 1999........... 47
Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 48
North Atlantic Energy Corporation
Balance Sheets -
September 30, 2000 and December 31, 1999................ 54
Statements of Income -
Three Months and Nine Months Ended
September 30, 2000 and 1999............................. 56
Statements of Cash Flows -
Nine Months Ended September 30, 2000 and 1999........... 57
Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 58
Notes to Financial Statements (unaudited - all companies).... 61
Part II. Other Information
Item 1. Legal Proceedings................................... 70
Item 6. Exhibits and Reports on Form 8-K.................... 71
Signatures............................................................. 72
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
------
Utility Plant, at cost:
Electric................................................ $ 9,314,090 $ 9,185,272
Gas and other........................................... 847,856 226,002
------------- -------------
10,161,946 9,411,274
Less: Accumulated provision for depreciation......... 6,493,571 6,088,310
------------- -------------
3,668,375 3,322,964
Unamortized PSNH acquisition costs...................... 303,123 324,437
Construction work in progress........................... 206,513 177,504
Nuclear fuel, net....................................... 118,550 122,529
------------- -------------
Total net utility plant.............................. 4,296,561 3,947,434
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 762,686 711,910
Investments in regional nuclear generating
companies, at equity................................... 83,284 81,503
Other, at cost.......................................... 139,694 94,768
------------- -------------
985,664 888,181
------------- -------------
Current Assets:
Cash and cash equivalents............................... 237,972 255,154
Investments in securitizable assets..................... 62,635 107,620
Receivables, net........................................ 479,957 310,190
Unbilled revenues....................................... 72,003 75,728
Fuel, materials and supplies, at average cost........... 171,253 171,496
Recoverable energy costs, net - current portion......... 109,882 73,721
Prepayments and other................................... 226,863 77,371
------------- -------------
1,360,565 1,071,280
------------- -------------
Deferred Charges:
Regulatory assets:
Recoverable nuclear costs............................. 2,096,234 2,210,767
Income taxes, net..................................... 598,942 636,563
Deferred costs - nuclear plants....................... 50,287 111,588
Unrecovered contractual obligations................... 265,375 349,189
Recoverable energy costs, net......................... 197,349 228,166
Other................................................. 152,814 106,166
Unamortized debt expense................................ 33,524 39,192
Goodwill and other purchased intangible assets.......... 336,221 23,542
Other .................................................. 191,844 75,984
------------ ------------
3,922,590 3,781,157
------------ ------------
Total Assets.............................................. $ 10,565,380 $ 9,688,052
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common shareholders' equity:
Common shares, $5 par value - authorized
225,000,000 shares; 148,695,939 shares issued and
143,590,018 shares outstanding in 2000 and
137,393,829 shares issued and 131,870,284 shares
outstanding in 1999.................................. $ 743,480 $ 686,969
Capital surplus, paid in.............................. 1,094,996 940,726
Deferred contribution plan - employee stock
ownership plan...................................... (118,554) (127,725)
Retained earnings..................................... 691,164 581,817
Accumulated other comprehensive income................ 2,699 1,524
------------- -------------
Total common shareholders' equity.............. 2,413,785 2,083,311
Preferred stock not subject to mandatory redemption..... 136,200 136,200
Preferred stock subject to mandatory redemption......... 15,000 121,289
Long-term debt.......................................... 2,042,929 2,372,341
------------- -------------
Total capitalization........................... 4,607,914 4,713,141
------------- -------------
Minority Interest in Consolidated Subsidiary.............. 100,000 100,000
------------- -------------
Obligations Under Capital Leases.......................... 50,619 62,824
------------- -------------
Current Liabilities:
Notes payable to banks.................................. 1,127,338 278,000
Long-term debt and preferred stock - current portion.... 539,900 503,315
Obligations under capital leases - current portion...... 113,101 118,469
Accounts payable........................................ 481,411 347,321
Accrued taxes........................................... 144,282 158,684
Accrued interest........................................ 46,760 37,904
Other................................................... 121,259 126,768
------------- ------------
2,574,051 1,570,461
------------- ------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 1,674,587 1,688,114
Accumulated deferred investment tax credits............. 156,002 140,407
Decommissioning obligation - Millstone 1................ 683,234 702,351
Deferred contractual obligations........................ 255,816 358,387
Other................................................... 463,157 352,367
------------- ------------
3,232,796 3,241,626
------------- ------------
Commitments and Contingencies (Note 2)
Total Capitalization and Liabilities...................... $ 10,565,380 $ 9,688,052
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
(Thousands of Dollars, except share information)
<S> <C> <C> <C> <C>
Operating Revenues............................. $ 1,581,947 $ 1,240,539 $ 4,379,241 $ 3,322,515
------------- ------------- ------------- -------------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power.... 918,778 592,802 2,503,315 1,461,289
Other........................................ 233,646 189,276 628,067 575,913
Maintenance................................... 59,847 79,688 181,337 273,196
Depreciation.................................. 58,153 77,584 177,491 244,707
Amortization of regulatory assets, net........ 75,010 84,862 188,460 217,923
Federal and state income taxes................ 61,582 56,409 171,452 111,956
Taxes other than income taxes................. 59,170 70,616 178,857 202,099
Gain on sale of utility plant................. - (21,242) - (21,242)
------------- ------------- ------------- -------------
Total operating expenses............... 1,466,186 1,129,995 4,028,979 3,065,841
------------- ------------- ------------- -------------
Operating Income............................... 115,761 110,544 350,262 256,674
------------- ------------- ------------- -------------
Other Income/(Loss):
Equity in earnings of regional nuclear
generating and transmission companies..... 4,215 2,385 7,740 5,887
Nuclear related costs........................ (971) (18,372) (19,344) (21,056)
Other, net................................... 13,032 (8,529) 10,944 (7,744)
Minority interest in loss of subsidiary...... (2,325) (2,325) (6,975) (6,975)
Income taxes................................. 16,029 18,556 44,984 38,995
------------- ------------- ------------- -------------
Other income/(loss), net............... 29,980 (8,285) 37,349 9,107
------------- ------------- ------------- -------------
Income before interest charges......... 145,741 102,259 387,611 265,781
------------- ------------- ------------- -------------
Interest Charges:
Interest on long-term debt................... 47,953 62,743 156,137 195,568
Other interest, net.......................... 29,493 2,634 67,715 2,778
------------- ------------- ------------- -------------
Interest charges, net.................. 77,446 65,377 223,852 198,346
------------- ------------- ------------- -------------
Income after interest charges.......... 68,295 36,882 163,759 67,435
Preferred Dividends of Subsidiaries............ 2,752 5,664 11,423 17,545
------------- ------------- ------------- -------------
Net Income..................................... $ 65,543 $ 31,218 $ 152,336 $ 49,890
============= ============= ============= =============
Basic Earnings Per Common Share................ $ 0.46 $ 0.24 $ 1.08 $ 0.38
============= ============= ============= =============
Fully Diluted Earnings Per Common Share........ $ 0.45 $ 0.24 $ 1.08 $ 0.38
============= ============= ============= =============
Common Shares Outstanding (average)............ 143,535,147 131,525,509 140,829,337 131,317,964
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
2000 1999
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Income after interest charges............................. $ 163,759 $ 67,435
Adjustments to reconcile to net cash flows
provided by operating activities:
Depreciation............................................ 177,491 244,707
Deferred income taxes and investment tax credits, net... (28,326) (30,550)
Amortization of regulatory assets, net.................. 188,460 217,923
Amortization of recoverable energy costs................ (5,457) 7,960
Gain on sale of utility plant........................... - (21,242)
Net other sources of cash............................... 7,162 81,787
Changes in working capital:
Receivables and unbilled revenues, net.................. (62,875) (124,409)
Fuel, materials and supplies............................ 4,908 (2,048)
Accounts payable........................................ 113,576 (3,221)
Accrued taxes........................................... (37,913) 74,168
Investments in securitizable assets..................... 44,985 115,632
Prepayments and other................................... (142,792) (30,074)
Other working capital (excludes cash)................... (6,550) 12,068
----------- -----------
Net cash flows provided by operating activities............. 416,428 610,136
----------- -----------
Investing Activities:
Investments in plant:
Electric, gas and other utility plant................... (218,766) (187,650)
Nuclear fuel............................................ (38,223) (38,349)
----------- -----------
Net cash flows used for investments in plant.............. (256,989) (225,999)
Investments in nuclear decommissioning trusts............. (28,415) (54,218)
Acquisition of unregulated businesses..................... - (24,002)
Net proceeds from the sale of utility plant............... - 48,385
Other investment activities, net.......................... (46,826) (331)
Payment for purchase of Yankee, net of cash acquired...... (260,347) -
----------- -----------
Net cash flows used in investing activities................. (592,577) (256,165)
----------- -----------
Financing Activities:
Issuance of common shares................................. 2,699 2,962
Issuance of long-term debt................................ 26,477 200
Net increase in short-term debt........................... 779,338 221,100
Reacquisitions and retirements of long-term debt.......... (469,095) (331,175)
Reacquisitions and retirements of preferred stock......... (126,039) (30,250)
Cash dividends on preferred stock......................... (11,423) (17,545)
Cash dividends on common shares........................... (42,990) -
----------- -----------
Net cash flows provided by/(used in) financing activities... 158,967 (154,708)
----------- -----------
Net (decrease)/increase in cash and cash equivalents........ (17,182) 199,263
Cash and cash equivalents - beginning of period............. 255,154 136,155
----------- -----------
Cash and cash equivalents - end of period................... $ 237,972 $ 335,418
=========== ===========
Supplemental schedule of noncash investing and financing activities:
In conjunction with the Yankee acquisition on March 1, 2000, common stock was
issued and debt was assumed as follows:
Fair value of assets acquired $ 712,484
Cash paid (261,370)
NU common stock issued (217,114)
-----------
Debt assumed $ 234,000
===========
</TABLE>
The accompanying notes are an integral part of these 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 2000
Form 10-Qs, current reports on Form 8-K dated September 27, 2000, October 23,
2000, October 24, 2000, and October 31, 2000, and the 1999 Form 10-K.
FINANCIAL CONDITION
Overview
The financial improvement that began in 1999 continued through the nine months
ended September 30, 2000. Northeast Utilities' (NU) 2000 year-to-date results
benefited from strong operating performance at the Millstone 2 and 3 and
Seabrook nuclear units, continued control over operation and maintenance (O&M)
expenses and better results in NU's competitive energy subsidiaries. Those
factors more than offset lower retail rates in 2000 at The Connecticut Light
and Power Company (CL&P), moderate summer temperatures in 2000, as compared to
1999, and the effects of the acquisition of Yankee Energy System, Inc. (Yankee)
on March 1, 2000.
NU earned $65.5 million, or $0.45 per share on a fully diluted basis, for the
three months ended September 30, 2000, approximately doubling the $31.2
million, or $0.24 per share, NU earned during the same period of 1999. Nuclear
related factors were a primary reason for the improvement. Millstone 2 and 3
each operated at 100 percent capacity factors during the third quarter of 2000,
increasing the NU system's revenue and earnings. Should Millstone 2's and 3's
strong operating performance continue through the end of 2000, this factor
should continue to have a positive impact on earnings. In the third quarter
of 1999, Western Massachusetts Electric Company (WMECO) recorded an after-tax
charge of $13.8 million, or $0.11 per share, related to unrecoverable costs for
its Millstone investment. CL&P also recorded an after-tax charge of $6.6
million, or $0.05 per share, related to Millstone. NU's subsidiaries recorded
no such charges in the third quarter of 2000.
For the first nine months of 2000, NU earned $152.3 million, or $1.08 per
share, approximately three times the $49.9 million, or $0.38 per share, NU
earned during the first nine months of 1999. The primary factors for this
improvement include the return to service of Millstone 2 in May 1999, which
contributed to a 4.6 percent decrease in nonfuel O&M expenses to $809.4 million
in the first nine months of 2000, compared with $849.1 million during the
same period of 1999.
Another factor for NU's earnings improvement has been the performance of its
competitive energy subsidiaries. NU's competitive energy subsidiaries earned
$4.5 million in the third quarter of 2000, as compared to a loss of $14.9 in
the third quarter of 1999.
Also, third quarter 2000 results included an after-tax gain of $10.4 million,
or $0.07 per share, as a result of NU's subsidiary, Mode 1 Communications,
Inc.'s (Mode 1) investment in NEON Communications, Inc. (NEON). This gain is
a result of investments in NEON by two unaffiliated companies.
Partially offsetting the gains associated with strong Millstone performance,
lower nonfuel O&M expenses and better results at the competitive energy
subsidiaries has been a decline in regulated retail electric revenues. The
decline in regulated retail electric revenues resulted from a 5 percent retail
rate reduction for CL&P, effective January 1, 2000, and moderate summer
temperatures in 2000, as compared to 1999. The rate reduction at CL&P reduced
third quarter 2000 revenue by $25.7 million, compared with the same period of
1999 and reduced revenue by $82.3 million for first nine months 2000, compared
with the same period of 1999. However, a sharp reduction in amortization
expense, primarily as a result of the cessation of a period of accelerated
regulatory asset amortization for CL&P, more than offset the reduced revenues.
Net regulatory asset amortization expense totaled $188.5 million for the first
nine months of 2000, compared with $217.9 million for the same period of 1999.
Similar revenue reductions are expected in the fourth quarter of 2000. Fourth
quarter 2000 results will also be negatively affected by a 5 percent reduction
in retail rates at the Public Service Company of New Hampshire (PSNH), which
was effective October 1, 2000.
NU acquired Yankee near the end of the winter heating season and near the end
of Yankee's strongest earnings period. As a result of seasonal weather
factors, Yankee lost $6.7 million during the seven months it has been part of
the NU system. In addition, NU's earnings have been negatively affected by the
additional interest expense related to the $263 million of short-term debt NU
issued to acquire Yankee and NU's earnings per share have been negatively
affected by the dilutive effect of approximately 11.1 million NU common shares
issued to former Yankee shareholders at the time of the acquisition. Yankee's
operations are expected to become profitable in the fourth quarter of 2000 as
heating-related sales increase.
Moderate summer temperatures in 2000 resulted in reduced regulated retail
sales, compared with the very hot third quarter of 1999. Third quarter 2000
retail sales were down 4.8 percent, compared with the same period of 1999.
Regulated retail sales during the nine months ended September 30, 2000, were
down 0.8 percent from the same period of 1999. However, regulated retail sales
increased by 1.2 percent and 1.4 percent for the three and nine months ended
September 30, 2000, respectively, on a weather-adjusted basis.
NU estimates that earnings will be between $1.30 per share and $1.50 per share
in 2000, compared with $0.26 per share in 1999. However, year 2000 estimates
do not include the after-tax write-off of $225 million NU will record when
electric industry restructuring for PSNH is probable. Fourth quarter results
will be driven largely by weather-related electric and natural gas sales, the
performance of the Millstone units and the performance of the competitive
energy subsidiaries in a quarter that ordinarily has modest weather-related
sales volume.
Merger Agreement with Consolidated Edison, Inc.
On October 19, 2000, the Connecticut Department of Public Utility Control
(DPUC) approved the merger of NU and Consolidated Edison, Inc., (Con Edison)
with extensive conditions. These conditions included a 3 percent rate
reduction and a $60 million pretax write-off for CL&P immediately following the
merger, a 50 percent/50 percent sharing of CL&P earnings above a return on
equity of 11.3 percent through 2003, a rate reduction for Yankee Gas Services
Company (Yankee Gas) immediately upon the merger date, and various operational,
employment, land use, and customer service conditions. On November 3, 2000,
NU and Con Edison filed a petition for reconsideration of several of the
conditions imposed by the DPUC on the merger, including the 3 percent rate
reduction, the $60 million pretax write-off and other conditions related to the
sharing of merger savings. The petition also sought reconsideration of the
Yankee Gas rate reduction and various other operational and employment
conditions. Under the Connecticut General Statutes, the DPUC has the option
to either grant or deny the petition for reconsideration. If the DPUC does not
respond to the petition within 25 days from the date the petition is received,
it is effectively denied. If the DPUC acts on the petition and agrees to
reconsider specific issues in its final decision, the DPUC would then establish
the scope and timing of the reconsideration process. The attorney general of
Connecticut has petitioned the DPUC to reject the merger. The Office of
Consumer Counsel is also opposed to the merger. The DPUC's actions on the
requests for reconsideration could have an impact upon the timing of the
merger.
On October 3, 2000, Con Edison, the staff of the New York Public Service
Commission (NYPSC) and various other parties announced the settlement of
various rate issues in New York, including recommending approval of the merger
and the sharing of merger synergies attributable to Con Edison's New York
subsidiaries. NU was a signatory to that agreement. The attorney general of
New York has petitioned the NYPSC to reject the agreement. The NYPSC's vote
on the settlement is expected in November 2000.
On August 22, 2000, the Nuclear Regulatory Commission (NRC) approved the
indirect license transfers necessary to complete the proposed merger with
Con Edison. The NRC found that the merger will not affect the qualifications
of the subsidiaries of NU and Con Edison to hold licenses for Indian Point
Units 1 and 2, Millstone 1, 2 and 3, and Seabrook. The approval order expires
on December 31, 2001.
The merger agreement calls for NU shareholders to receive a base of $25 per
share plus $0.0034 per share per day for each day that the merger does not
close after August 5, 2000. Additionally, NU shareholders will receive another
$1 per share as a result of a recommendation by the DPUC's Utility Operations
Management Analysis Unit that the DPUC accept the results of the Millstone
auction that were announced on August 7, 2000. This recommendation was
received by the DPUC on September 27, 2000. The $25 per share base price, the
$0.0034 per share per day compensation and the additional $1 per share
resulting from the Millstone auction are all subject to the collar mechanism
described in the merger proxy statement dated February 29, 2000, to the extent
NU shareholders receive Con Edison stock.
Approvals of the New Hampshire Public Utilities Commission (NHPUC), the United
State Department of Justice and the Securities and Exchange Commission also
must be obtained before the merger can proceed.
Liquidity
Net cash flows provided by operating activities decreased to $416.4 million for
the nine months ended September 30, 2000, compared with $610.1 million for the
nine months ended September 30, 1999. Industry restructuring in Connecticut
and Massachusetts which required retail rate cuts reduced cash flows from
operating activities. Industry restructuring resulted in a reduction of
depreciation and amortization expense of $96.7 million for the nine months
ended September 30, 2000, as compared to 1999. Changes in working capital,
primarily a decrease in accrued taxes and an increase in prepayments and other,
also decreased cash flows from operating activities. The increase in
prepayments and other is primarily comprised of increases in prepaid pension
and prepaid property taxes. Those factors were partially offset by a $96.3
million increase in income after interest charges in the first nine months of
2000, compared with the same period in 1999.
Including construction expenditures, investments in nuclear decommissioning
trusts and the payment for the purchase of Yankee, net cash flows used in
investing activities were $592.6 million for the nine months ended
September 30, 2000, compared with $256.2 million for the nine months ended
September 30, 1999.
Net cash flows provided by financing activities were $159 million for the nine
months ended September 30, 2000, compared with net cash flows used in financing
activities of $154.7 million for the nine months ended September 30, 1999.
The net cash flows provided by financing activities included a net increase in
short-term debt of $779.3 million for the nine months ended September 30, 2000,
compared with $221.1 million for the nine months ended September 30, 1999.
The significant increase in short-term debt resulted primarily from two
transactions, the $430 million debt financing that accompanied the transfer of
1,289 megawatts (MW) of hydroelectric generation assets to Northeast Generation
Company (NGC) in March 2000 and a $263 million debt financing that paid for the
cash portion of the merger with Yankee. Both were funded through bank debt
that management believes will be refinanced in late 2000 and early 2001.
The transfer of the 1,289 MW hydroelectric generation assets to NGC produced a
significant source of cash for CL&P and WMECO, which was primarily used to
retire their long-term debt and preferred stock. Consolidated financing
activities for the nine months ended September 30, 2000, included $595.1
million for the retirement of long-term debt and preferred stock, compared
with $361.4 million for the nine months ended September 30, 1999. Cash
dividends on common shares paid for the nine months ended September 30,
2000, were $43 million, compared with no cash dividends paid for the nine
months ended September 30, 1999. Payments made for the preferred stock
dividends were $11.4 million and $17.5 million for the nine months ended
September 30, 2000 and 1999, respectively, reflecting the ongoing reduction
of preferred stock outstanding.
In August and September 2000, PSNH repaid $109.2 million of variable-rate
taxable pollution control bonds. On October 2, 2000, PSNH paid a $50 million
common dividend to NU, the first common dividend paid by PSNH since February
1997. NU used the dividend to repay short-term borrowings. As agreed to by
the NHPUC, the dividend was paid in connection with the 5 percent rate
reduction effective October 1, 2000.
On October 4, 2000, Fitch IBCA (Fitch) upgraded the debt ratings of PSNH's
secured pollution control bonds and preferred stock and North Atlantic Energy
Corporation's (NAEC) first mortgage bonds. Almost all NU system securities
are under review for possible upgrades, or on "credit watch" with positive
implications by Standard and Poor's, Moody's Investors Service and Fitch.
On October 10, 2000, the NU Board of Trustees declared a 10 cent per share
dividend, payable on December 29, 2000, to shareholders of record as of
December 1, 2000.
In the fourth quarter of 2000, NU and its subsidiaries expect to refinance most
of the NU system's short-term debt. The $350 million line of credit for NU and
its competitive energy subsidiaries is expected to increase to $400 million to
reflect the expanding credit needs of Select Energy, Inc. (Select Energy).
The $500 million line of credit for CL&P and WMECO is expected to be reduced
to $350 million to reflect the declining cash needs of NU's regulated
businesses. Additionally, NAEC has renewed $200 million of bank borrowings
for one year and NGC must extend the $430 million borrowed in March 2000 when
former CL&P and WMECO hydroelectric generation assets were transferred.
Over the three-year period of 1999 through 2001, NU expects to complete the
restructuring of its three major operating subsidiaries; CL&P, PSNH and
WMECO. Total capitalization of each of those companies is expected to drop
significantly as a result of the sale of generation assets and the
securitization of stranded costs. Management currently expects these
regulated companies to receive in excess of $5 billion during that period.
Primary sources would include securitization of CL&P's nonnuclear stranded
costs (approximately $1.5 billion), the sale and transfer of CL&P's and WMECO's
fossil and hydroelectric generation assets (approximately $1.4 billion), the
sale of Millstone (approximately $1.2 billion), the sale of PSNH's fossil
and hydroelectric generation assets, and securitization of PSNH stranded
costs (approximately $1.0 billion). As of September 30, 2000, only the sale
and transfer of CL&P's and WMECO's fossil and hydroelectric generation assets
have occurred, though steps to complete other transactions were under way.
Management currently expects these operating subsidiaries to use proceeds
from the aforementioned transactions in four primary ways. More than $2
billion would be used to repay debt and preferred stock; more than $1 billion
to buyout and buydown high-cost nonutility generator arrangements;
approximately $600 million to pay taxes on the gains from the sale of
generation assets, and; approximately $1.2 billion that would be returned
to NU, from these operating companies. Of that $1.2 billion, CL&P and WMECO
repurchased $390 million of their common stock from NU in March 2000, the
proceeds from which NU immediately reinvested in NGC. NU will use another
$215 million to settle the forward repurchase of approximately 10 million
NU common shares that was undertaken in December 1999 and January 2000.
Depending on the status of the Con Edison merger, management will consider a
variety of uses for the remaining $500 million to $600 million, including
share repurchases and additional investments.
On November 8, 2000, the DPUC approved CL&P's request to securitize an amount
not to exceed $1.55 billion of approved, eligible stranded costs, primarily
related to above-market purchased-power contracts and generation related
regulatory assets. The NHPUC approved securitization of up to $670 million of
PSNH's stranded costs on September 8, 2000. PSNH plans to complete the
securitization process by early 2001. WMECO is seeking Massachusetts
Department of Telecommunications and Energy (DTE) approval to securitize
$160 million of stranded costs which is anticipated by the end of 2000.
Unlike several other electric transmission and distribution companies that
have implemented restructuring, CL&P and WMECO have been able to supply
electricity to their standard offer and default service customers without
deferring the collection of payments made to their suppliers, including Select
Energy. CL&P's fixed-rate supply contracts extend through the end of the
standard offer service period in 2003. WMECO will renew its standard offer
supply contracts beginning January 1, 2001, for the calendar year 2001, through
a competitive bidding solicitation process. The bidding deadline closed
at the end of October 2000. Bid results reflect an increase to the current
cost to supply standard offer service which is consistent with the current
increase in market prices for energy. As a result, WMECO will seek rate relief
under the current restructuring legislation effective January 1, 2001. Under
the "Agreement to Settle PSNH Restructuring" (Settlement Agreement), PSNH will
supply transition service for its customers from its own portfolio of
generation assets for the first nine months after restructuring takes effect.
PSNH is not expected to defer significant costs during that time.
Restructuring
For information regarding commitments and contingencies related to
restructuring matters, see Note 2A, "Commitments and Contingencies -
Restructuring," to the consolidated financial statements.
Competitive Energy Subsidiaries
NU's competitive energy subsidiaries engage in a variety of energy-related
activities, primarily in the unregulated energy retail and wholesale commodity,
marketing and services fields. In addition, these subsidiaries acquire and
manage generation facilities, as well as provide services to the electric
generation market and large commercial and industrial customers in the
Northeast.
NU's competitive energy subsidiaries earned $4.5 million in the third quarter
of 2000 and earned $14.8 million for the first nine months of 2000, compared
with a net loss of $14.9 million in the third quarter of 1999 and a net loss
of $29 million for the first nine months of 1999. In July 1999, NGC was
announced as one of the winning bidders of certain CL&P and WMECO hydroelectric
generation assets. Management expected this transaction to close by January 1,
2000. The transaction actually closed on March 14, 2000. This transaction has
allowed NU to better balance its energy purchase and supply commitments,
improving profitability. Had the transaction closed by January 1, 2000,
management estimated the competitive energy subsidiaries' earnings for the nine
months ended September 30, 2000, would have been increased by $6.9 million.
As a result of the delayed closing, CL&P and WMECO recognized the earnings
associated with the generation assets transferred from January 1, 2000, through
March 14, 2000. Unconsolidated revenues for the competitive energy
subsidiaries were $592.8 million in the third quarter of 2000 and $1.51 billion
for the nine months ended September 30, 2000. By comparison, unconsolidated
revenues for those businesses were $199.9 million in the third quarter of 1999
and $444.4 million for the nine months ended September 30, 1999. CL&P's
standard offer purchases from Select Energy, represented $485 million of total
competitive energy subsidiaries' revenues for the nine months ended
September 30, 2000.
On September 26, 2000, NU invested $10 million in Acumentrics Corporation
(Acumentrics) in return for a 5 percent share of that company. Acumentrics is
a privately owned producer of advanced power generation and power protection
technologies applicable to homes, telecommunications, commercial businesses,
industrial facilities, and the auto industry. This investment provides NU with
the entrance into the premium power and distributed generation market.
Nuclear Generation
Millstone: During the first nine months of 2000, Millstone 2 and 3 achieved
capacity factors of 76 percent and 100 percent, respectively. Millstone 3 has
been on-line for 491 consecutive days as of October 31, 2000. If the units
operate as expected, the revenues that result from the sale of their
entitlements are expected to recover CL&P's and WMECO's share of the nuclear
operating costs including a return of and on the remaining unrecovered nuclear
plant balances. As generation has been deregulated for CL&P and WMECO,
recovery of these costs is contingent upon the plants operating.
Seabrook: Seabrook achieved a capacity factor of 98 percent for the first nine
months of 2000. Seabrook was taken out of service on October 21, 2000, for a
scheduled refueling and maintenance outage.
CL&P anticipates auctioning its ownership interest in Seabrook, with the
ownership interest of its affiliate NAEC, after implementation of the
Settlement Agreement. The Settlement Agreement requires divestiture prior to
December 31, 2003.
Market Risk and Risk Management Instruments
Competitive Energy Subsidiaries' Market Risk: NU's competitive energy
subsidiaries, as major providers of electricity and natural gas, have certain
market risks inherent in their business activities. Market risk represents
the risk of loss that may impact the companies' financial statements due to
adverse changes in commodity market prices. Through September 30, 2000, the
competitive energy subsidiaries increased their volume of electricity and gas
marketing activities, increasing these risks. The servicing of CL&P's
standard offer load is a significant risk for Select Energy, as this contract
is for a 4-year period, ending December 31, 2003, at fixed prices. This risk
is partially mitigated by Select Energy entering into purchase contracts with
other energy providers to supply a portion of the standard offer requirement,
including its contracts with NGC, the purchase of 850 MW of output from the
Millstone and Seabrook nuclear units through 2001 and other resources in the
energy marketplace. If Select Energy is unable to source its remaining load
requirement at prices below the standard offer contract price as a result of
energy price increases, Select Energy's earnings would be adversely impacted.
Select Energy has also entered into contracts with various retail customers
to provide energy services at fixed rates. Under these retail contracts,
Select Energy has the option to have the host utility provide energy services
and is obligated to compensate the customer as defined in the contracts (CFD
Payments). For the nine months ended September 30, 2000, these CFD Payments
totaled approximately $2.7 million. These CFD Payments may increase in the
future. Policies and procedures have been established to manage these
exposures, including the use of risk management instruments and the
purchase of insurance for the output from the Millstone nuclear entitlements.
Gas Supply Risk Management Instruments: Yankee Gas has gas service agreements
with certain customers to supply gas at fixed prices for a 10-year term
extending through 2005. Yankee Gas has hedged its gas price risk under these
agreements through commodity swap agreements. Under these commodity swap
agreements, the purchase price of a specified quantity of gas is effectively
fixed over the term of the gas service agreements, which also extend through
2005.
Other Matters
Other Commitments and Contingencies: For further information regarding other
commitments and contingencies, see Note 2, "Commitments and Contingencies," to
the consolidated financial statements.
Forward Looking Statements: This discussion and analysis includes forward
looking statements, which are statements of future expectations and not facts
including, but not limited to, statements regarding future earnings,
refinancings, the use of proceeds from restructuring, and the recovery of
operating costs. Words such as estimates, expects, anticipates, intends,
plans, and similar expressions identify forward looking statements. Actual
results or outcomes could differ materially as a result of further actions by
state and federal regulatory bodies, competition and industry restructuring,
changes in economic conditions, changes in historical weather patterns, changes
in laws, developments in legal or public policy doctrines, technological
developments, and other presently unknown or unforeseen factors.
RESULTS OF OPERATIONS
The components of significant income statement variances for the third quarter
of 2000 and the first nine months of 2000 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2000 over/(under) 1999
----------------------
Third Nine
Quarter Percent Months Percent
------- ------- ------ -------
Operating Revenues $341 28% $1,057 32%
Fuel, purchased and net
interchange power 326 55 1,042 71
Other operation 44 23 52 9
Maintenance (20) (25) (92) (34)
Depreciation (19) (25) (67) (27)
Amortization of regulatory
assets, net (10) (12) (29) (14)
Federal and state income taxes 8 20 54 73
Taxes other than income taxes (11) (16) (23) (12)
Gain on sale of utility plant 21 100 21 100
Nuclear related costs (17) (95) (2) (8)
Other, net 22 (a) 19 (a)
Interest on long-term debt (15) (24) (39) (20)
Other interest, net 27 (a) 65 (a)
Net Income 34 (a) 102 (a)
(a) Percent greater than 100.
Comparison of the Third Quarter of 2000 to the Third Quarter of 1999
--------------------------------------------------------------------
Operating Revenues
Total operating revenues increased by $341 million or 28 percent in the third
quarter of 2000, as compared to the same period of 1999, primarily due to
increased revenues of NU's competitive energy subsidiaries ($396 million), as
a result of an expansion of their electric and gas businesses and revenues from
Yankee ($42 million), partially offset by lower regulated retail sales ($17
million), a 5 percent CL&P rate reduction ($26 million), lower CL&P and
PSNH wholesale revenues ($23 million), and lower transmission revenues
($13 million).
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in 2000, primarily
due to higher purchased energy and capacity costs for Select Energy ($344
million) and Yankee expenses ($20 million), partially offset by lower purchased
power for the regulated subsidiaries ($38 million).
Other Operation and Maintenance
Other operation expenses increased in 2000, primarily due to the deferral of
1999 costs associated with restructuring ($35 million), higher expenses for the
unregulated businesses ($25 million), primarily due to business expansion, and
the addition of Yankee operation expenses ($14 million), partially offset by
higher pension income ($10 million), lower expenses due to the sale of certain
CL&P and WMECO fossil generation assets ($8 million), and lower spending at
the nuclear units ($5 million).
Other maintenance expenses decreased in 2000, primarily due to lower spending
at the nuclear units ($10 million), lower expenses due to the sale of certain
CL&P and WMECO fossil generation assets ($6 million) and lower transmission
expense ($5 million).
Depreciation
Depreciation expense decreased in 2000, primarily due to the effect of
discontinuing Statement of Financial Accounting Standards (SFAS) No. 71 for
the generation portion of the business for CL&P and WMECO and the resulting
reclassification of depreciable nuclear plant balances to regulatory assets
($21 million).
Amortization of Regulatory Assets, Net
Amortization of regulatory assets, net decreased in 2000, primarily due to
changes in amortization levels as a result of industry restructuring ($15
million) and the amortization of the 1999 gain on the sale of certain
generation assets ($14 million). These decreases were partially offset by
higher amortization associated with the reclassified nuclear plant balances
($21 million).
Federal and State Income Taxes
Federal and state income taxes increased in 2000, primarily due to higher
taxable income.
Taxes Other Than Income Taxes
Taxes other than income taxes decreased in 2000, primarily due to lower
Connecticut gross earnings taxes ($6 million) and lower local property taxes
($3 million).
Gain on Sale of Utility Plant
WMECO had a third quarter 1999 gain due to the sale of certain fossil and
hydroelectric generation assets to an unaffiliated company. The gain, net
of income tax expense, was offset by the amortization of regulatory assets.
Nuclear Related Costs
Nuclear related costs decreased in 2000, primarily due to the 1999 write-off
of CL&P's capital projects as a result of its 1999 standard offer order
($11 million) and the 1999 write-off of WMECO's unrecoverable Millstone 1
investment as a result of its restructuring order ($7 million).
Other, Net
Other, net increased in 2000, primarily due to a gain related to Mode 1's
investment in NEON ($20 million).
Interest on Long-Term Debt
Interest on long-term debt decreased in 2000, primarily due to reacquisitions
and retirements of long-term debt in 2000 and 1999.
Other Interest, Net
Other interest, net expense increased in 2000, primarily due to higher
short-term borrowings associated with the NGC asset transfer and the
Yankee merger.
Comparison of the First Nine Months of 2000 to the First Nine Months of 1999
----------------------------------------------------------------------------
Operating Revenues
Total operating revenues increased by $1,057 million or 32 percent for the
first nine months of 2000, as compared to the same period of 1999, primarily
due to increased revenues of NU's competitive energy subsidiaries ($1,065
million), as a result of an expansion of their electric and gas businesses,
and revenues from Yankee ($141 million), partially offset by lower CL&P and
PSNH wholesale revenues ($74 million) and lower regulated retail revenues
($58 million).
The regulated retail revenues are lower as a result of a 5 percent CL&P rate
reduction ($79 million) and lower retail sales ($24 million), partially offset
by the impact of Millstone 2 being returned to CL&P's rate base ($33 million).
Regulated retail sales were lower by 0.8 percent in 2000, as compared to 1999.
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in 2000, primarily
due to higher purchased energy and capacity costs for Select Energy ($952
million), Yankee expenses ($67 million) and higher purchased power for the
regulated subsidiaries ($23 million).
Other Operation and Maintenance
Other operation expenses increased in 2000, primarily due to higher expenses
for the unregulated businesses ($52 million), primarily due to business
expansion, the addition of Yankee operation expenses ($39 million), the
deferral of 1999 costs associated with WMECO restructuring ($35 million),
partially offset by lower spending at the nuclear units ($37 million), higher
pension income ($26 million) and lower expenses due to the sale of certain
CL&P and WMECO fossil generation assets ($24 million).
Other maintenance expenses decreased in 2000, primarily due to lower spending
at the nuclear units ($68 million), lower expenses due to the sale of certain
CL&P and WMECO fossil generation assets ($19 million) and lower transmission
expense ($8 million).
Depreciation
Depreciation expense decreased in 2000, primarily due to the effect of
discontinuing SFAS No. 71 for the generation portion of the business for CL&P
and WMECO and the resulting reclassification of depreciable nuclear plant
balances to regulatory assets ($63 million).
Amortization of Regulatory Assets, Net
Amortization of regulatory assets, net decreased in 2000, primarily due to
changes in amortization levels as a result of industry restructuring ($73
million) and the amortization of the 1999 gain on the sale of certain
generation assets ($22 million). These decreases were partially offset by
higher amortization associated with the reclassified nuclear plant balances
($63 million) and the amortization in 1999 of a net operating loss carryforward
for PSNH ($11 million).
Federal and State Income Taxes
Federal and state income taxes increased in 2000, primarily due to higher
taxable income.
Taxes Other Than Income Taxes
Taxes other than income taxes decreased in 2000, primarily due to lower
Connecticut gross earnings taxes ($12 million) and lower general services
overhead taxes ($7 million).
Gain on Sale of Utility Plant
WMECO had a third quarter 1999 gain due to the sale of certain fossil and
hydroelectric generation assets to an unaffiliated company. The gain, net of
income tax expense, was offset by the amortization of regulatory assets.
Other, Net
Other, net increased in 2000, primarily due to a gain related to Mode 1's
investment in NEON ($20 million).
Interest on Long-Term Debt
Interest on long-term debt decreased in 2000, primarily due to reacquisitions
and retirements of long-term debt in 2000 and 1999.
Other Interest, Net
Other interest, net expense increased in 2000, primarily due to higher
short-term borrowings associated with the NGC asset transfer and the
Yankee merger.
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, 2000,
and the related consolidated statements of income for the three and nine-month
periods ended September 30, 2000 and 1999, and the consolidated statements of
cash flows for the nine-month periods ended September 30, 2000 and 1999.
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 accounting principles generally accepted in the United States.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1999 and the
related consolidated statements of income, comprehensive income, shareholder's
equity and cash flows for the year then ended (not presented separately
herein), and in our report dated January 25, 2000, 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, 1999,
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 9, 2000
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
------
Utility Plant, at original cost:
Electric................................................ $ 5,722,708 $ 5,811,126
Less: Accumulated provision for depreciation......... 4,202,763 4,234,771
------------- -------------
1,519,945 1,576,355
Construction work in progress........................... 112,624 115,529
Nuclear fuel, net....................................... 73,520 80,766
------------- -------------
Total net utility plant.............................. 1,706,089 1,772,650
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 549,373 516,796
Investments in regional nuclear generating
companies, at equity................................... 55,907 54,472
Other, at cost.......................................... 30,882 36,696
------------- -------------
636,162 607,964
------------- -------------
Current Assets:
Cash.................................................... 5,242 364
Investment in securitizable assets...................... 62,635 107,620
Notes receivable from affiliated companies.............. 80,400 -
Receivables, net........................................ 36,232 19,680
Accounts receivable from affiliated companies........... 135,821 3,390
Fuel, materials and supplies, at average cost........... 40,206 37,603
Prepayments and other................................... 197,864 148,628
------------- -------------
558,400 317,285
------------- -------------
Deferred Charges:
Regulatory assets:
Recoverable nuclear costs............................. 1,128,135 1,781,929
Income taxes, net..................................... 377,209 399,467
Unrecovered contractual obligations................... 177,257 228,944
Recoverable energy costs, net......................... 85,445 89,422
Other................................................. 66,213 64,333
Unamortized debt expense................................ 14,977 16,323
Other................................................... 34,486 19,967
------------- -------------
1,883,722 2,600,385
------------- -------------
Total Assets.............................................. $ 4,784,373 $ 5,298,284
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock, $10 par value - authorized
24,500,000 shares; 7,584,884 shares outstanding in 2000
and 12,222,930 shares outstanding in 1999................ $ 75,849 $ 122,229
Capital surplus, paid in.................................. 412,993 665,598
Retained earnings......................................... 208,816 153,254
Accumulated other comprehensive income.................... 802 416
------------- -------------
Total common stockholder's equity................ 698,460 941,497
Preferred stock not subject to mandatory redemption....... 116,200 116,200
Preferred stock subject to mandatory redemption........... - 79,789
Long-term debt............................................ 1,069,615 1,241,051
------------- -------------
Total capitalization............................. 1,884,275 2,378,537
------------- -------------
Minority Interest in Consolidated Subsidiary................ 100,000 100,000
------------- -------------
Obligations Under Capital Leases............................ 42,459 50,969
------------- -------------
Current Liabilities:
Notes payable to banks.................................... 110,000 90,000
Notes payable to affiliated company....................... - 11,700
Long-term debt and preferred stock - current portion...... 160,000 178,755
Obligations under capital leases - current portion........ 90,023 93,431
Accounts payable.......................................... 155,217 101,106
Accounts payable to affiliated companies.................. 123,167 3,215
Accrued taxes............................................. 70,166 169,214
Accrued interest.......................................... 16,652 18,640
Other..................................................... 29,065 26,347
------------- -------------
754,290 692,408
------------- -------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes......................... 980,728 999,473
Accumulated deferred investment tax credits............... 101,594 107,064
Decommissioning obligation - Millstone 1.................. 592,552 580,320
Deferred contractual obligations.......................... 167,698 238,142
Other..................................................... 160,777 151,371
------------- -------------
2,003,349 2,076,370
------------- -------------
Commitments and Contingencies (Note 2)
Total Capitalization and Liabilities........................ $ 4,784,373 $ 5,298,284
============= =============
</TABLE>
The accompanying notes are an integral part of these 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,
------------------- -----------------------
2000 1999 2000 1999
--------- --------- ----------- -----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues................................. $748,143 $667,349 $2,179,704 $1,839,415
--------- --------- ----------- -----------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power..... 421,155 268,603 1,243,865 743,859
Other......................................... 105,753 121,024 306,789 357,515
Maintenance...................................... 35,012 47,660 101,713 170,467
Depreciation..................................... 27,836 53,191 89,232 161,501
Amortization of regulatory assets, net........... 30,505 41,342 56,944 114,309
Federal and state income taxes................... 41,212 36,418 107,162 61,175
Taxes other than income taxes.................... 34,726 47,142 103,311 133,838
--------- --------- ----------- -----------
Total operating expenses................... 696,199 615,380 2,009,016 1,742,664
--------- --------- ----------- -----------
Operating Income................................... 51,944 51,969 170,688 96,751
--------- --------- ----------- -----------
Other Income/(Loss):
Equity in earnings of regional nuclear
generating companies........................... 2,448 1,108 3,979 2,628
Nuclear related costs............................ (972) (12,024) (15,536) (14,709)
Other, net....................................... (1,617) (4,508) (17) (5,195)
Minority interest in income of subsidiary........ (2,325) (2,325) (6,975) (6,975)
Income taxes..................................... 3,246 9,272 18,968 21,163
--------- --------- ----------- -----------
Other income/(loss), net................... 780 (8,477) 419 (3,088)
--------- --------- ----------- -----------
Income before interest charges............. 52,724 43,492 171,107 93,663
--------- --------- ----------- -----------
Interest Charges:
Interest on long-term debt....................... 21,821 31,022 67,950 96,317
Other interest................................... 2,995 2,597 6,420 7,993
--------- --------- ----------- -----------
Interest charges, net...................... 24,816 33,619 74,370 104,310
--------- --------- ----------- -----------
Net Income/(Loss).................................. $ 27,908 $ 9,873 $ 96,737 $ (10,647)
========= ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------
2000 1999
----------- ----------
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net income/(loss)......................................... $ 96,737 $ (10,647)
Adjustments to reconcile to net cash flows
provided by operating activities:
Depreciation............................................ 89,232 161,501
Deferred income taxes and investment tax credits, net... 4,824 (25,041)
Amortization of regulatory assets, net.................. 56,944 114,309
Amortization of demand-side-management costs, net....... - 19,143
Amortization of recoverable energy costs................ 3,977 (20,126)
Nuclear related costs................................... 15,536 -
Amortization of gain on transfer of utility plant....... 19,083 -
Allocation of ESOP benefits............................. (163) (30,351)
Net other (uses)/sources of cash........................ (29,579) 106,749
Changes in working capital:
Receivables............................................. (148,983) (97,794)
Fuel, materials and supplies............................ (2,603) (9,852)
Accounts payable........................................ 174,063 (7,066)
Accrued taxes........................................... (99,048) 40,469
Investments in securitizable assets..................... 44,985 139,130
Prepayments and other................................... (49,236) (52,582)
Other working capital (excludes cash)................... 730 32,577
----------- ----------
Net cash flows provided by operating activities............. 176,499 360,419
----------- ----------
Investing Activities:
Investments in plant:
Electric utility plant.................................. (127,857) (112,489)
Nuclear fuel............................................ (18,794) (24,004)
----------- ----------
Net cash flows used for investments in plant.............. (146,651) (136,493)
Investment in NU system Money Pool........................ (80,400) (64,200)
Investments in nuclear decommissioning trusts............. (18,615) (39,348)
Other investment activities, net.......................... (1,440) 2,450
Net proceeds from the transfer of utility plant........... 686,807 -
----------- ----------
Net cash flows provided by/(used in) investing activities... 439,701 (237,591)
----------- ----------
Financing Activities:
Net increase in short-term debt........................... 8,300 150,000
Reacquisitions and retirements of long-term debt.......... (179,071) (214,010)
Reacquisitions and retirements of preferred stock......... (99,539) (3,750)
Repurchase of common shares............................... (300,000) -
Cash dividends on preferred stock......................... (6,012) (9,675)
Cash dividends on common stock............................ (35,000) -
----------- ----------
Net cash flows used in financing activities................. (611,322) (77,435)
----------- ----------
Net increase in cash for the period......................... 4,878 45,393
Cash - beginning of period.................................. 364 434
----------- ----------
Cash - end of period........................................ $ 5,242 $ 45,827
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
CL&P is a wholly owned subsidiary of NU. This discussion should be read in
conjunction with NU's management's discussion and analysis of financial
condition and results of operations, consolidated financial statements and
footnotes in this Form 10-Q, the First and Second Quarter 2000 Form 10-Qs,
and the NU 1999 Form 10-K.
RESULTS OF OPERATIONS
The components of significant income statement variances for the third quarter
of 2000 and the first nine months of 2000 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2000 over/(under) 1999
----------------------
Third Nine
Quarter Percent Months Percent
------- ------- ------ -------
Operating revenues $ 81 12% $340 18%
Fuel, purchased and net
interchange power 153 57 500 67
Other operation (15) (13) (51) (14)
Maintenance (13) (27) (69) (40)
Depreciation (25) (48) (72) (45)
Amortization of regulatory
assets, net (11) (26) (57) (50)
Federal and state income taxes 11 40 48 (a)
Taxes other than income taxes (12) (26) (31) (23)
Nuclear related costs (11) (92) 1 6
Other, net 3 64 5 100
Interest on long-term debt (9) (30) (28) (29)
Net Income 18 (a) 107 (a)
(a) Percent greater than 100.
Comparison of the Third Quarter of 2000 to the Third Quarter of 1999
--------------------------------------------------------------------
Operating Revenues
Total operating revenues increased by $81 million or 12 percent in the third
quarter of 2000, as compared to the same period of 1999, primarily due to
higher wholesale revenues ($129 million), as a result of the sale of the
output from Millstone 2 and 3, partially offset by lower retail revenues
($35 million).
Retail revenues were lower primarily as a result of a 5 percent rate reduction
($26 million) and lower retail sales. Retail sales decreased by 4.7 percent in
2000, compared with the same period of 1999.
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in 2000, primarily
due to the transition, under industry restructuring, of purchasing full
requirements for customers from standard offer suppliers, in addition to the
remaining fuel costs of the nuclear units and cogenerators.
Other Operation and Maintenance
Other O&M expenses decreased in 2000, primarily due to lower expenses as a
result of the sale of certain fossil generation assets and the transfer of
certain hydroelectric generation assets ($14 million), lower spending at the
nuclear units ($14 million), lower transmission expense ($11 million), lower
administrative and general expenses ($10 million), partially offset by higher
customer service expenses ($11 million).
Depreciation
Depreciation expense decreased in 2000, primarily due to the effect of
discontinuing SFAS No. 71 for the generation portion of the business and the
resulting reclassification of depreciable nuclear plant balances to regulatory
assets ($17 million), the sale of certain fossil generation assets and the
transfer of certain hydroelectric generation assets.
Amortization of Regulatory Assets, Net
Amortization of regulatory assets, net decreased in 2000, primarily due to
changes in amortization levels as a result of industry restructuring
($24 million). This decrease was partially offset by higher amortization
associated with the reclassified nuclear plant balances ($17 million).
Federal and State Income Taxes
Federal and state income taxes increased in 2000, primarily due to higher
taxable income.
Taxes Other Than Income Taxes
Taxes other than income taxes decreased in 2000, primarily due to lower
Connecticut gross earnings taxes and lower local property taxes.
Nuclear Related Costs
Nuclear related costs decreased in 2000, primarily due to the 1999 write-off
of capital projects as a result of the standard offer order ($11 million).
Other, Net
Other, net increased in 2000, primarily due to higher miscellaneous income.
Interest on Long-Term Debt
Interest on long-term debt decreased in 2000, primarily due to reacquisitions
and retirements of long-term debt in 2000 and 1999.
Comparison of the First Nine Months of 2000 to the First Nine Months of 1999
----------------------------------------------------------------------------
Operating Revenues
Total operating revenues increased by $340 million or 18 percent for the first
nine months of 2000, as compared to the same period of 1999, primarily due to
higher wholesale revenues ($378 million), as a result of the sale of the output
from Millstone 2 and 3, and the amortization of the gain on the transfer of
certain hydroelectric generation assets ($9 million), partially offset by lower
retail revenues ($59 million).
Retail revenues were lower primarily as a result of a 5 percent rate reduction
($82 million) and lower retail sales ($18 million). Retail sales decreased by
1.1 percent in 2000. These decreases were partially offset by the impact of
Millstone 2 being returned to rate base ($33 million).
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in 2000, primarily
due to the transition, under industry restructuring, of purchasing full
requirements for customers from standard offer suppliers, in addition to the
remaining fuel costs of the nuclear units and cogenerators.
Other Operation and Maintenance
Other O&M expenses decreased in 2000, primarily due to lower spending at the
nuclear units ($76 million), lower expenses due to the sale of certain fossil
generation assets ($48 million) and lower administrative and general expenses
($20 million), partially offset by higher customer service expenses
($27 million).
Depreciation
Depreciation expense decreased in 2000, primarily due to the effect of
discontinuing SFAS No. 71 for the generation portion of the business and the
resulting reclassification of depreciable nuclear plant balances to regulatory
assets ($53 million), the sale of certain fossil generation assets and the
transfer of certain hydroelectric generation assets.
Amortization of Regulatory Assets, Net
Amortization of regulatory assets, net decreased in 2000, primarily due to
changes in amortization levels as a result of industry restructuring ($92
million), the amortization in 1999 of the gain on the sale of fossil plants
($9 million) and the completion of the amortization of CL&P's cogeneration
deferral in the first quarter of 1999 ($6 million). These decreases were
partially offset by higher amortization associated with the reclassified
nuclear plant balances ($53 million).
Federal and State Income Taxes
Federal and state income taxes increased in 2000, primarily due to higher
taxable income.
Taxes Other Than Income Taxes
Taxes other than income taxes decreased in 2000, primarily due to lower
Connecticut gross earnings taxes and lower local property taxes.
Other, Net
Other, net increased in 2000, primarily due to higher miscellaneous income.
Interest on Long-Term Debt
Interest on long-term debt decreased in 2000, primarily due to reacquisitions
and retirements of long-term debt in 2000 and 1999.
LIQUIDITY
Net cash flows provided by operating activities decreased to $176.5 million for
the nine months ended September 30, 2000, compared with $360.4 million for the
nine months ended September 30, 1999. Industry restructuring reduced cash
flows from operating activities. Industry restructuring resulted in a
reduction of depreciation and amortization expense of $129.6 million for the
nine months ended September 30, 2000, as compared to 1999. Changes in other
uses/sources of cash and changes in working capital, primarily changes in
accounts payable, accrued taxes and a reduced level of investment in
securitizable assets, also decreased cash flows from operating activities.
Those factors were partially offset by a $107.4 million increase in net
income in the first nine months of 2000, compared with the same period in 1999.
Including construction expenditures and investments in nuclear decommissioning
trusts, net cash flows provided by investing activities were $439.7 million for
the nine months ended September 30, 2000, compared with net cash flows used in
investing activities of $237.6 million for the nine months ended September 30,
1999. The primary reason for the increase was the net proceeds from the
transfer of utility plant to NGC.
Net cash flows used in financing activities were $611.3 million for the nine
months ended September 30, 2000, compared with $77.4 million for the nine
months ended September 30, 1999. The net cash flows included a net increase
in short-term debt of $8.3 million for the nine months ended September 30,
2000, compared with $150 million for the nine months ended September 30, 1999.
The transfer of the 1,289 MW hydroelectric generation assets to NGC produced a
significant source of cash for CL&P, which was primarily used to retire
short-term debt, long-term debt and preferred stock, as well as repurchase
common stock. Financing activities for the nine months ended September 30,
2000, included $578.6 million for the retirement of long-term debt and
preferred stock and the repurchase of common stock, compared with $217.8
million for the nine months ended September 30, 1999. Cash dividends on common
shares paid for the nine months ended September 30, 2000, were $35 million,
compared with no cash dividends paid for the nine months ended September 30,
1999. Payments made for the preferred stock dividends were $6 million and $9.7
million for the nine months ended September 30, 2000 and 1999, respectively,
reflecting the ongoing reduction of preferred stock outstanding.
In the fourth quarter of 2000, CL&P expects to refinance its short-term debt.
The $500 million line of credit for CL&P and WMECO is expected to be reduced to
$350 million to reflect the declining cash needs of NU's regulated businesses.
Over the three-year period of 1999 through 2001, NU expects to complete the
restructuring of its three major operating subsidiaries; CL&P, PSNH and WMECO.
Total capitalization of each of those companies is expected to drop
significantly as a result of the sale of generation assets and the
securitization of stranded costs. Management currently expects these regulated
companies to receive in excess of $5 billion during that period. Primary
sources would include securitization of CL&P nonnuclear stranded costs
(approximately $1.5 billion), the sale and transfer of CL&P's and WMECO's
fossil and hydroelectric generation assets (approximately $1.4 billion), the
sale of Millstone (approximately $1.2 billion), the sale of PSNH's fossil
and hydroelectric generation assets, and securitization of PSNH stranded
costs (approximately $1.0 billion). As of September 30, 2000, only the sale
and transfer of CL&P's and WMECO's fossil and hydroelectric generation assets
have occurred, though steps to complete other transactions were under way.
Management currently expects these operating subsidiaries to use proceeds from
the aforementioned transactions in four primary ways. More than $2 billion
would be used to repay debt and preferred stock; more than $1 billion to buyout
and buydown high-cost nonutility generator arrangements; approximately $600
million to pay taxes on the gains from the sale of generation assets, and;
approximately $1.2 billion that would be returned to NU from these operating
companies. Of that $1.2 billion, CL&P and WMECO repurchased $390 million of
their common stock from NU in March 2000, the proceeds from which NU
immediately reinvested in NGC. NU will use another $215 million to settle the
forward repurchase of approximately 10 million NU common shares that was
undertaken in December 1999 and January 2000. Depending on the status of the
Con Edison merger, management will consider a variety of uses for the remaining
$500 million to $600 million, including share repurchases and additional
investments.
On November 8, 2000, the DPUC approved CL&P's request to securitize an amount
not to exceed $1.55 billion of approved, eligible stranded costs, primarily
related to above-market purchased-power contracts and generation related
regulatory assets.
Unlike several other electric transmission and distribution companies that have
implemented restructuring, CL&P has been able to supply electricity to its
standard offer and default service customers without deferring the collection
of payments made to suppliers, including Select Energy. CL&P's fixed-rate
supply contracts extend through the end of the standard offer period in 2003.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
------
Utility Plant, at cost:
Electric................................................ $ 1,977,284 $ 1,939,856
Less: Accumulated provision for depreciation......... 704,992 674,155
------------- -------------
1,272,292 1,265,701
Unamortized acquisition costs........................... 303,123 324,437
Construction work in progress........................... 20,509 17,160
Nuclear fuel, net....................................... 1,267 1,734
------------- -------------
Total net utility plant.............................. 1,597,191 1,609,032
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 7,809 6,880
Investments in regional nuclear generating
companies and subsidiary company, at equity............ 18,529 18,855
Other, at cost.......................................... 4,073 3,149
------------- -------------
30,411 28,884
------------- -------------
Current Assets:
Cash and cash equivalents............................... 170,638 182,588
Receivables, net........................................ 75,824 79,290
Accounts receivable from affiliated companies........... 2,338 9,091
Taxes receivable from affiliated companies.............. 6,926 11,661
Accrued utility revenues................................ 37,346 48,822
Fuel, materials and supplies, at average cost........... 32,244 38,076
Recoverable energy costs - current portion.............. 110,436 73,721
Prepayments and other................................... 23,157 18,121
------------- -------------
458,909 461,370
------------- -------------
Deferred Charges:
Regulatory assets:
Recoverable energy costs............................... 93,426 120,721
Income taxes, net...................................... 153,408 166,155
Deferred costs - nuclear plant......................... 64,640 144,418
Unrecovered contractual obligations.................... 43,766 56,544
Other.................................................. 5,430 3,083
Deferred receivable from affiliated company............. 5,676 12,984
Unamortized debt expense................................ 9,117 11,896
Other................................................... 9,467 7,346
------------- -------------
384,930 523,147
------------- -------------
Total Assets.............................................. $ 2,471,441 $ 2,622,433
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock, $1 par value - authorized
100,000,000 shares; 1,000 shares outstanding
in 2000 and 1999....................................... $ 1 $ 1
Capital surplus, paid in................................ 424,867 424,654
Retained earnings....................................... 326,983 319,938
Accumulated other comprehensive income.................. 1,756 1,074
------------- -------------
Total common stockholder's equity.............. 753,607 745,667
Preferred stock subject to mandatory redemption......... - 25,000
Long-term debt.......................................... 407,285 516,485
------------- -------------
Total capitalization........................... 1,160,892 1,287,152
------------- -------------
Obligations Under Seabrook Power Contracts
and Other Capital Leases................................. 566,936 624,477
------------- -------------
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....................... 94,645 101,676
Accounts payable........................................ 27,022 38,685
Accounts payable to affiliated companies................ 44,951 38,229
Accrued taxes........................................... 55,056 33,443
Accrued interest........................................ 12,224 6,294
Accrued pension benefits................................ 42,404 45,504
Other................................................... 61,330 10,184
------------- -------------
362,632 299,015
------------- -------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 238,712 266,644
Accumulated deferred investment tax credits............. 27,924 12,532
Deferred contractual obligations........................ 43,766 56,544
Deferred revenue from affiliated company................ 5,676 12,984
Other................................................... 64,903 63,085
------------- -------------
380,981 411,789
------------- -------------
Commitments and Contingencies (Note 2)
Total Capitalization and Liabilities...................... $ 2,471,441 $ 2,622,433
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ----------------------
2000 1999 2000 1999
---------- ---------- ---------- -----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues................................. $ 337,865 $ 310,739 $ 993,017 $ 884,362
---------- ---------- ---------- -----------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power..... 232,169 187,339 655,508 527,161
Other......................................... 29,584 32,350 93,126 91,679
Maintenance...................................... 9,913 13,979 34,479 42,564
Depreciation..................................... 10,312 11,868 33,361 35,825
Amortization of regulatory assets, net........... 11,468 11,481 34,407 23,414
Federal and state income taxes................... 5,275 7,204 31,087 29,349
Taxes other than income taxes.................... 10,964 11,852 33,193 34,836
---------- ---------- ---------- -----------
Total operating expenses................... 309,685 276,073 915,161 784,828
---------- ---------- ---------- -----------
Operating Income................................... 28,180 34,666 77,856 99,534
---------- ---------- ---------- -----------
Other Income/(Loss):
Equity in earnings of regional nuclear
generating companies and subsidiary company.... 553 404 1,144 1,011
Other, net....................................... 2,257 3,985 10,031 10,288
Income taxes..................................... 6,507 (2,494) 1,319 (6,696)
---------- ---------- ---------- -----------
Other income, net.......................... 9,317 1,895 12,494 4,603
---------- ---------- ---------- -----------
Income before interest charges............. 37,497 36,561 90,350 104,137
---------- ---------- ---------- -----------
Interest Charges:
Interest on long-term debt....................... 8,793 10,450 29,897 32,027
Other interest................................... (29) 527 37 550
---------- ---------- ---------- -----------
Interest charges, net...................... 8,764 10,977 29,934 32,577
---------- ---------- ---------- -----------
Net Income......................................... $ 28,733 $ 25,584 $ 60,416 $ 71,560
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
2000 1999
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Operating activities:
Net income............................................... $ 60,416 $ 71,560
Adjustments to reconcile to net cash flows
provided by operating activities:
Depreciation........................................... 33,361 35,825
Deferred income taxes and investment tax credits, net.. (10,193) 12,472
Amortization of recoverable energy costs, net.......... (9,420) 22,683
Amortization of regulatory assets, net................. 34,407 23,414
Allocation of ESOP benefits............................ (58) (10,524)
Net other uses of cash................................. (40,404) (6,876)
Changes in working capital:
Receivables and accrued utility revenues............... 21,695 (3,400)
Fuel, materials and supplies........................... 5,832 3,648
Accounts payable....................................... (4,941) 27,679
Accrued taxes.......................................... 21,613 (17,202)
Other working capital (excludes cash).................. 53,675 2,375
----------- -----------
Net cash flows provided by operating activities............ 165,983 161,654
----------- -----------
Investing Activities:
Investments in plant:
Electric utility plant................................. (39,098) (31,727)
Nuclear fuel........................................... (254) (1,057)
----------- -----------
Net cash flows used for investments in plant............. (39,352) (32,784)
Investment in nuclear decommissioning trust.............. (470) (504)
Other investment activities, net......................... (598) (386)
----------- -----------
Net cash flows used in investing activities................ (40,420) (33,674)
----------- -----------
Financing Activities:
Reacquisitions and retirements of long-term debt......... (109,200) -
Reacquisitions and retirements of preferred stock........ (25,000) (25,000)
Cash dividends on preferred stock........................ (3,313) (5,300)
----------- -----------
Net cash flows used in financing activities................ (137,513) (30,300)
----------- -----------
Net (decrease)/increase in cash and cash equivalents....... (11,950) 97,680
Cash and cash equivalents - beginning of period............ 182,588 60,885
----------- -----------
Cash and cash equivalents - end of period.................. $ 170,638 $ 158,565
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
Management's Discussion and Analysis of
Financial Condition and Results of Operations
PSNH is a wholly owned subsidiary of NU. This discussion should be read in
conjunction with NU's management's discussion and analysis of financial
condition and results of operations, consolidated financial statements and
footnotes in this Form 10-Q, the First and Second Quarter 2000 Form 10-Qs,
and the NU 1999 Form 10-K.
RESULTS OF OPERATIONS
The components of significant income statement variances for the third quarter
of 2000 and the first nine months of 2000 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2000 over/(under) 1999
----------------------
Third Nine
Quarter Percent Months Percent
------- ------- ------ -------
Operating revenues $27 9% $109 12%
Fuel, purchased and net
interchange power 45 24 128 24
Other operation (3) (9) 1 2
Maintenance (4) (29) (8) (19)
Amortization of regulatory
assets, net - - 11 47
Federal and state income taxes (11) (a) (6) (17)
Net Income 3 12 (11) (16)
(a) Percent greater than 100.
Comparison of the Third Quarter of 2000 to the Third Quarter of 1999
--------------------------------------------------------------------
Operating Revenues
Total operating revenues increased by $27 million or 9 percent in the third
quarter of 2000, as compared to the same period of 1999, primarily due to the
higher wholesale revenues from higher capacity and energy sales ($62 million),
partially offset by lower wholesale revenues from the loss of NAEC as a
customer ($17 million), lower retail sales ($7 million) and lower transmission
revenues ($5 million).
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in 2000, primarily
due to higher wholesale energy sales.
Other Operation and Maintenance
Other O&M expenses decreased in 2000, primarily due to lower transmission and
distribution expenses ($4 million), lower expenses associated with the fossil
plants ($2 million) and lower administrative and general expenses ($1 million).
Federal and State Income Taxes
Federal and state income taxes decreased in 2000, primarily due to the
amortization of investment tax credits in the third quarter 2000.
Comparison of the First Nine Months of 2000 to the First Nine Months of 1999
----------------------------------------------------------------------------
Operating Revenues
Total operating revenues increased by $109 million or 12 percent for the first
nine months of 2000, as compared to the same period of 1999, primarily due to
higher wholesale energy sales ($200 million), partially offset by lower
capacity sales ($46 million) and lower firm wholesale revenues ($47 million).
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in 2000, primarily
due to higher wholesale energy sales.
Other Operation and Maintenance
Other O&M expenses decreased in 2000, primarily due to lower administrative and
general expenses ($3 million), lower transmission and distribution expenses
($2 million) and lower expenses associated with the fossil plants ($1 million).
Amortization of Regulatory Assets, Net
Amortization of regulatory assets, net increased in 2000, primarily due to the
amortization in 1999 of a net operating loss carryforward.
Federal and State Income Taxes
Federal and state income taxes decreased in 2000, primarily due to the
amortization of investment tax credits in the third quarter 2000.
LIQUIDITY
Net cash flows provided by operating activities increased to $166 million for
the nine months ended September 30, 2000, compared with $161.7 million for the
nine months ended September 30, 1999. The primary reasons for the increase
were due to changes in working capital, including receivables and unbilled
revenues, accounts payable, accrued taxes, and other working capital. The
increase in net cash flows provided by operating activities was offset by a
change in the amortization of recoverable energy costs, net, net other uses
of cash and a decrease in net income of $11.1 million for the first nine months
of 2000, compared with the same period in 1999.
Net cash flows used in investing activities were $40.4 million for the nine
months ended September 30, 2000, compared with $33.7 million for the nine
months ended September 30, 1999, primarily as a result of increased investments
in plant.
Net cash flows used in financing activities were $137.5 million for the nine
months ended September 30, 2000, compared with $30.3 million for the nine
months ended September 30, 1999. The net cash flows included $134.2 million
for the retirement of long-term debt and preferred stock, compared with $25
million for the nine months ended September 30, 1999.
In August and September 2000, PSNH repaid $109.2 million of variable-rate
taxable pollution control bonds. On October 2, 2000, PSNH paid a $50 million
common dividend to NU, the first common dividend paid by PSNH since February
1997. As agreed to by the NHPUC, the dividend was paid in connection with the
5 percent rate reduction effective October 1, 2000.
On October 4, 2000, Fitch upgraded the debt ratings of PSNH's secured pollution
control bonds and preferred stock. Almost all NU system securities are under
review for possible upgrades, or on "credit watch" with positive implications
by Standard and Poor's, Moody's Investors Service and Fitch.
Over the three-year period of 1999 through 2001, NU expects to complete the
restructuring of its three major operating subsidiaries; CL&P, PSNH and WMECO.
Total capitalization of each of those companies is expected to drop
significantly as a result of the sale of generation assets and the
securitization of stranded costs. Management currently expects these regulated
companies to receive in excess of $5 billion during that period. Primary
sources would include securitization of CL&P nonnuclear stranded costs
(approximately $1.5 billion), the sale and transfer of CL&P's and WMECO's
fossil and hydroelectric generation assets (approximately $1.4 billion), the
sale of Millstone (approximately $1.2 billion), the sale of PSNH's fossil
and hydroelectric generation assets, and securitization of PSNH stranded costs
(approximately $1.0 billion). As of September 30, 2000, only the sale and
transfer of CL&P's and WMECO's fossil and hydroelectric generation assets have
occurred, though steps to complete other transactions were under way.
Management currently expects these operating subsidiaries to use proceeds from
the aforementioned transactions in four primary ways. More than $2 billion
would be used to repay debt and preferred stock; more than $1 billion to buyout
and buydown high-cost nonutility generator arrangements; approximately $600
million to pay taxes on the gains from the sale of generation assets, and;
approximately $1.2 billion that would be returned to NU from these operating
companies. Of that $1.2 billion, CL&P and WMECO repurchased $390 million of
their common stock from NU in March 2000, the proceeds from which NU
immediately reinvested in NGC. NU will use another $215 million to settle the
forward repurchase of approximately 10 million NU common shares that was
undertaken in December 1999 and January 2000. Depending on the status of the
Con Edison merger, management will consider a variety of uses for the remaining
$500 million to $600 million, including share repurchases and additional
investments.
The NHPUC approved securitization of up to $670 million of PSNH stranded costs
on September 8, 2000. PSNH plans to complete the securitization process by
early 2001.
Under the Settlement Agreement, PSNH will supply transition service for its
customers from its own portfolio of generation assets for the first nine months
after restructuring takes effect. PSNH is not expected to defer significant
costs during that time.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- ------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
------
Utility Plant, at original cost:
Electric................................................ $ 1,107,511 $ 1,175,954
Less: Accumulated provision for depreciation......... 792,208 813,978
------------- ------------
315,303 361,976
Construction work in progress........................... 20,240 21,181
Nuclear fuel, net....................................... 17,013 18,880
------------- ------------
Total net utility plant.............................. 352,556 402,037
------------- ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 152,960 144,567
Investments in regional nuclear generating
companies, at equity................................... 15,121 14,723
Other, at cost.......................................... 6,356 6,232
------------- ------------
174,437 165,522
------------- ------------
Current Assets:
Cash.................................................... 112 950
Receivables, net........................................ 34,076 31,692
Accounts receivable from affiliated companies........... 16,249 3,918
Taxes receivable........................................ 2,212 1,912
Accrued utility revenues................................ 14,784 13,485
Fuel, materials and supplies, at average cost........... 1,640 3,097
Prepayments and other................................... 47,104 30,119
------------- ------------
116,177 85,173
------------- ------------
Deferred Charges:
Regulatory assets:
Recoverable nuclear costs.............................. 258,937 428,838
Income taxes, net...................................... 50,359 49,008
Unrecovered contractual obligations.................... 44,352 63,701
Recoverable energy costs, net.......................... 7,168 16,319
Other.................................................. 43,932 36,934
Unamortized debt expense................................ 1,689 1,926
Other................................................... 4,500 4,146
------------- ------------
410,937 600,872
------------- ------------
Total Assets.............................................. $ 1,054,107 $ 1,253,604
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- ------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock, $25 par value - 1,072,471 shares
authorized; 590,093 shares outstanding in 2000
and 1,072,471 shares outstanding in 1999............... $ 14,752 $ 26,812
Capital surplus, paid in................................ 93,945 171,691
Retained earnings....................................... 52,223 38,712
Accumulated other comprehensive income.................. 267 160
------------- ------------
Total common stockholder's equity.............. 161,187 237,375
Preferred stock not subject to mandatory redemption..... 20,000 20,000
Preferred stock subject to mandatory redemption......... 15,000 16,500
Long-term debt.......................................... 138,699 290,279
------------- ------------
Total capitalization........................... 334,886 564,154
------------- ------------
Obligations Under Capital Leases.......................... 6,550 8,106
------------- ------------
Current Liabilities:
Notes payable to banks.................................. 110,000 123,000
Notes payable to affiliated company..................... 16,600 9,400
Long-term debt and preferred stock - current portion.... 61,500 1,500
Obligations under capital leases - current portion...... 21,003 21,866
Accounts payable........................................ 28,689 12,974
Accounts payable to affiliated companies................ 5,099 3,208
Accrued taxes........................................... 1,705 589
Accrued interest........................................ 2,998 6,046
Other................................................... 11,030 14,384
------------- ------------
258,624 192,967
------------- ------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 225,322 242,942
Accumulated deferred investment tax credits............. 17,918 19,765
Decommissioning obligation - Millstone 1................ 138,999 136,130
Deferred contractual obligations........................ 44,352 63,701
Other................................................... 27,456 25,839
------------- ------------
454,047 488,377
------------- ------------
Commitments and Contingencies (Note 2)
Total Capitalization and Liabilities...................... $ 1,054,107 $ 1,253,604
============= ============
</TABLE>
The accompanying notes are an integral part of these 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,
------------------- ---------------------
2000 1999 2000 1999
--------- --------- --------- -----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues............................. $130,400 $107,776 $379,900 $ 314,291
--------- --------- --------- -----------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power. 61,245 62,974 185,873 120,863
Other..................................... 24,651 (6,154) 55,544 51,352
Maintenance.................................. 7,064 14,469 25,112 41,561
Depreciation................................. 4,389 3,904 13,334 22,967
Amortization of regulatory assets............ 8,322 10,667 33,227 16,084
Federal and state income taxes............... 6,728 15,559 14,923 23,166
Taxes other than income taxes................ 4,061 4,778 13,191 15,702
Gain on sale of utility plant................ - (21,242) - (21,242)
--------- --------- --------- -----------
Total operating expenses............... 116,460 84,955 341,204 270,453
--------- --------- --------- -----------
Operating Income............................... 13,940 22,821 38,696 43,838
--------- --------- --------- -----------
Other Income/(Loss):
Equity in earnings of regional nuclear
generating companies....................... 669 300 1,081 718
Nuclear related costs........................ - (6,348) (2,808) (6,348)
Other, net................................... 335 (2,584) 1,107 (3,291)
Income taxes................................. 592 4,583 5,192 5,418
--------- --------- --------- -----------
Other income/(loss), net............... 1,596 (4,049) 4,572 (3,503)
--------- --------- --------- -----------
Income before interest charges......... 15,536 18,772 43,268 40,335
--------- --------- --------- -----------
Interest Charges:
Interest on long-term debt................... 2,968 5,944 11,076 18,337
Other interest............................... 2,930 1,460 8,545 1,595
--------- --------- --------- -----------
Interest charges, net.................. 5,898 7,404 19,621 19,932
--------- --------- --------- -----------
Net Income..................................... $ 9,638 $ 11,368 $ 23,647 $ 20,403
========= ========= ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
2000 1999
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net income.................................................... $ 23,647 $ 20,403
Adjustments to reconcile to net cash flows
provided by/(used in) operating activities:
Depreciation................................................ 13,334 22,967
Deferred income taxes and investment tax credits, net....... (10,450) 1,631
Amortization of recoverable energy costs, net............... 9,151 4,102
Amortization of regulatory assets, net...................... 33,227 16,084
Nuclear related costs....................................... 2,809 -
Amortization of gain on transfer of utility plant........... 3,849 -
Allocation of ESOP benefits................................. (36) (6,857)
Buyout of IPP contract...................................... - (19,700)
Gain on sale of utility plant............................... - (21,242)
Net other uses of cash...................................... (18,442) (10,143)
Changes in working capital:
Receivables and accrued utility revenues.................... (16,014) (63,252)
Fuel, materials and supplies................................ 1,457 1,930
Accounts payable............................................ 17,606 (8,072)
Accrued taxes............................................... 1,116 2,634
Investments in securitizable assets......................... - 21,865
Prepayments and other....................................... (16,985) (4,194)
Other working capital (excludes cash)....................... (6,702) 23,798
----------- -----------
Net cash flows provided by/(used in) operating activities....... 37,567 (18,046)
----------- -----------
Investing Activities:
Investments in plant:
Electric utility plant...................................... (15,084) (21,106)
Nuclear fuel................................................ (4,005) (5,343)
----------- -----------
Net cash flows used for investments in plant.................. (19,089) (26,449)
Investments in nuclear decommissioning trusts................. (3,031) (8,875)
Other investment activities, net.............................. (522) 1,053
Net proceeds from the transfer/sale of utility plant.......... 185,787 48,385
----------- -----------
Net cash flows provided by investing activities................. 163,145 14,114
----------- -----------
Financing Activities:
Net (decrease)/increase in short-term debt.................... (5,800) 28,400
Reacquisitions and retirements of long-term debt.............. (94,150) (40,000)
Reacquisitions and retirements of preferred stock............. (1,500) (1,500)
Repurchase of common shares................................... (90,000) -
Cash dividends on preferred stock............................. (2,098) (2,570)
Cash dividends on common stock................................ (8,002) -
Capital contribution.......................................... - 20,000
----------- -----------
Net cash flows (used in)/provided by financing activities....... (201,550) 4,330
----------- -----------
Net (decrease)/increase in cash for the period.................. (838) 398
Cash - beginning of period...................................... 950 106
----------- -----------
Cash - end of period............................................ $ 112 $ 504
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
WMECO is a wholly owned subsidiary of NU. This discussion should be read in
conjunction with NU's management's discussion and analysis of financial
condition and results of operations, consolidated financial statements and
footnotes in this Form 10-Q, the First and Second Quarter 2000 Form 10-Qs,
and the NU 1999 Form 10-K.
RESULTS OF OPERATIONS
The components of significant income statement variances for the third quarter
2000 and the first nine months of 2000 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2000 over/(under) 1999
----------------------
Third Nine
Quarter Percent Months Percent
------- ------- ------ -------
Operating revenues $23 21% $66 21%
Fuel, purchased and net
interchange power (2) (3) 65 54
Other operation 31 (a) 4 8
Maintenance (7) (51) (16) (40)
Depreciation - - (10) (42)
Amortization of regulatory
assets, net (2) (22) 17 (a)
Federal and state income taxes (5) (44) (8) (45)
Gain on sale of utility plant 21 100 21 100
Nuclear related costs (6) (100) (4) (56)
Other, net 3 (a) 4 (a)
Interest on long-term debt (3) (50) (7) (40)
Other interest 1 (a) 7 (a)
Net Income (2) (15) 3 16
(a) Percent greater than 100.
Comparison of the Third Quarter of 2000 to the Third Quarter of 1999
--------------------------------------------------------------------
Operating Revenues
Total operating revenues increased by $23 million or 21 percent in the third
quarter of 2000, as compared to the same period of 1999, primarily due to
higher wholesale revenues ($22 million), as a result of the sale of the
output from Millstone 2 and 3.
Other Operation and Maintenance
Other operation expenses increased in 2000, primarily due to the deferral of
1999 costs as a result of restructuring ($35 million).
Other maintenance expenses decreased in 2000, primarily due to lower spending
at the nuclear units ($6 million).
Federal and State Income Taxes
Federal and state income taxes increased in 2000, primarily due to higher
taxable income.
Gain on Sale of Utility Plant
WMECO had a third quarter 1999 gain due to the sale of certain fossil and
hydroelectric generation assets to an unaffiliated company. The gain, net
of income tax expense, was offset by the amortization of regulatory assets.
Nuclear Related Costs
Nuclear related costs decreased in 2000, primarily due to the 1999 write-off
of WMECO's unrecoverable Millstone 1 investment as a result of its
restructuring order ($7 million).
Other, Net
Other, net increased in 2000, primarily due to an increase in the environmental
reserve in 1999 ($3 million).
Interest on Long-Term Debt
Interest on long-term debt decreased in 2000, primarily due to reacquisitions
and retirements of long-term debt in 2000 and 1999.
Comparison of the First Nine Months of 2000 to the First Nine Months of 1999
----------------------------------------------------------------------------
Operating Revenues
Total operating revenues increased by $66 million or 21 percent for the first
nine months of 2000, as compared to the same period of 1999, primarily due to
higher wholesale revenues ($68 million), as a result of the sale of the output
from Millstone 2 and 3 and the amortization of the gain on the transfer of
certain hydroelectric generation assets ($2 million), partially offset by lower
retail sales ($6 million).
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in 2000, primarily
due to the transition, under industry restructuring, of purchasing full
requirements for customers from standard offer suppliers, in addition to the
remaining fuel costs of the nuclear units and cogenerators.
Other Operation and Maintenance
Other operation expenses increased in 2000, primarily due to the deferral of
1999 costs associated with restructuring ($35 million), partially offset by
lower administrative and general expenses ($14 million), lower spending at the
nuclear units ($8 million) and lower transmission expenses ($6 million).
Other maintenance expenses decreased in 2000, primarily due to lower spending
at the nuclear units ($13 million).
Depreciation
Depreciation expense decreased in 2000, primarily due to the effect of
discontinuing SFAS No. 71 for the generation portion of the business and the
resulting reclassification of depreciable nuclear plant balances to regulatory
assets ($10 million), the sale of certain fossil generation assets and the
transfer of certain hydroelectric generation assets.
Amortization of Regulatory Assets, Net
Amortization of regulatory assets, net increased in 2000, primarily due to
changes in amortization levels as a result of industry restructuring ($19
million) and higher amortization associated with the reclassified nuclear
plant balances ($10 million), partially offset by the amortization in 1999
of the gain on the sale of the fossil plants ($12 million).
Federal and State Income Taxes
Federal and state income taxes increased in 2000, primarily due to higher
taxable income.
Gain on Sale of Utility Plant
WMECO had a third quarter 1999 gain due to the sale of certain fossil and
hydroelectric generation assets to an unaffiliated company. The gain, net of
income tax expense, was offset by the amortization of regulatory assets.
Nuclear Related Costs
Nuclear related costs decreased in 2000, primarily due to the 1999 write-off
of WMECO's unrecoverable Millstone 1 investment as a result of its
restructuring order ($7 million), partially offset by the 2000 settlement of
Millstone-related litigation, net of insurance proceeds ($3 million).
Other, Net
Other, net increased in 2000, primarily due to an increase in the environmental
reserve in 1999 ($3 million).
Interest on Long-Term Debt
Interest on long-term debt decreased in 2000, primarily due to reacquisitions
and retirements of long-term debt in 2000 and 1999.
Other Interest
Other interest expense increased in 2000, primarily due to higher average
short-term debt outstanding in 2000.
LIQUIDITY
Net cash flows provided by operating activities increased to $37.6 million for
the nine months ended September 30, 2000, compared with net cash flows used
in operating activities of $18 million for the nine months ended September 30,
1999. The 1999 buyout of a certain IPP contract and the 1999 gain on the sale
of utility plant primarily increased cash flows from operating activities in
2000. Changes in working capital, primarily changes in receivables and accrued
utility revenues, accounts payable, a reduced level of investment in
securitizable assets, prepayments and other, and other working capital, also
increased cash flows from operating activities. A $3.2 million increase in net
income in the first nine months of 2000, compared with the same period in 1999
also increased net cash flows from operating activities.
Including construction expenditures and investments in nuclear decommissioning
trusts, net cash flows provided by investing activities were $163.1 million
for the nine months ended September 30, 2000, compared with $14.1 million for
the nine months ended September 30, 1999. The primary reasons for the
increase were the net proceeds from the transfer of utility plant to NGC and
lower investments in plant and decommissioning trusts.
Net cash flows used in financing activities were $201.6 million for the nine
months ended September 30, 2000, compared with net cash flows provided by
financing activities of $4.3 million for the nine months ended September 30,
1999. The net cash flows included a net decrease in short-term debt of $5.8
million for the nine months ended September 30, 2000, compared with an increase
in short-term debt of $28.4 million for the nine months ended September 30,
1999.
The transfer of the 1,289 MW hydroelectric generation assets to NGC produced
a significant source of cash for WMECO, which was primarily used to retire
short-term debt, long-term debt and preferred stock, as well as repurchase
common stock. Financing activities for the nine months ended September 30,
2000, included $185.7 million for the retirement of long-term debt and
preferred stock and the repurchase of common stock, compared with $41.5 million
for the nine months ended September 30, 1999. Cash dividends on common shares
paid for the nine months ended September 30, 2000, were $8 million, compared
with no cash dividends paid for the nine months ended September 30, 1999.
Payments made for the preferred stock dividends were $2.1 million and $2.6
million for the nine months ended September 30, 2000 and 1999, respectively,
reflecting the ongoing reduction of preferred stock outstanding.
In the fourth quarter of 2000, WMECO expects to refinance its short-term debt.
The $500 million line of credit for WMECO and CL&P is expected to be reduced to
$350 million to reflect the declining cash needs of NU's regulated businesses.
Over the three-year period of 1999 through 2001, NU expects to complete the
restructuring of its three major operating subsidiaries; CL&P, PSNH and WMECO.
Total capitalization of each of those companies is expected to drop
significantly as a result of the sale of generation assets and the
securitization of stranded costs. Management currently expects these regulated
companies to receive in excess of $5 billion during that period. Primary
sources would include securitization of CL&P nonnuclear stranded costs
(approximately $1.5 billion), the sale and transfer of CL&P's and WMECO's
fossil and hydroelectric generation assets (approximately $1.4 billion), the
sale of Millstone (approximately $1.2 billion), the sale of PSNH's fossil
and hydroelectric generation assets, and securitization of PSNH stranded
costs (approximately $1.0 billion). As of September 30, 2000, only the sale
and transfer of CL&P's and WMECO's fossil and hydroelectric generation assets
have occurred, though steps to complete other transactions were under way.
Management currently expects these operating subsidiaries to use proceeds from
the aforementioned transactions in four primary ways. More than $2 billion
would be used to repay debt and preferred stock; more than $1 billion to buyout
and buydown high-cost nonutility generator arrangements; approximately $600
million to pay taxes on the gains from the sale of generation assets, and;
approximately $1.2 billion that would be returned to NU from these operating
companies. Of that $1.2 billion, CL&P and WMECO repurchased $390 million of
their common stock from to NU in March 2000, the proceeds from which NU
immediately reinvested in NGC. NU will use another $215 million to settle the
forward repurchase of approximately 10 million NU common shares that was
undertaken in December 1999 and January 2000. Depending on the status of the
Con Edison merger, management will consider a variety of uses for the remaining
$500 million to $600 million, including share repurchases and additional
investments.
WMECO is seeking DTE approval to securitize $160 million of stranded costs
which is anticipated by the end of 2000.
Unlike several other electric transmission and distribution companies that have
implemented restructuring, WMECO has been able to supply electricity to its
standard offer and default service customers without deferring the collection
of payments made to suppliers, including Select Energy. WMECO will renew its
standard offer supply contracts beginning January 1, 2001, for the calendar
year 2001, through a competitive bidding solicitation process. The bidding
deadline closed at the end of October 2000. Bid results reflect an increase
to the current cost to supply standard offer service which is consistent with
the current increase in market prices for energy. As a result, WMECO will seek
rate relief under the current restructuring legislation effective January 1,
2001.
NORTH ATLANTIC ENERGY CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
------
Utility Plant, at original cost:
Electric................................................ $ 724,005 $ 736,472
Less: Accumulated provision for depreciation......... 220,427 196,694
------------- -------------
503,578 539,778
Construction work in progress........................... 8,473 10,274
Nuclear fuel, net....................................... 26,371 21,149
------------- -------------
Total net utility plant.............................. 538,422 571,201
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 52,544 43,667
------------- -------------
52,544 43,667
------------- -------------
Current Assets:
Cash.................................................... 44 -
Special deposits........................................ 3,624 7
Notes receivable from affiliated companies.............. 35,000 56,400
Accounts receivable from affiliated companies........... 22,278 22,840
Taxes receivable........................................ - 11,717
Materials and supplies, at average cost................. 13,562 13,088
Prepayments and other................................... 84 1,766
------------- -------------
74,592 105,818
------------- -------------
Deferred Charges:
Regulatory assets:
Deferred costs - Seabrook.............................. 40,137 88,545
Income taxes, net...................................... 26,980 35,605
Recoverable energy costs............................... 1,540 1,703
Unamortized loss on reacquired debt.................... - 3,788
Unamortized debt expense................................ 1,057 1,780
Prepaid property tax.................................... 1,377 -
Other................................................... 44 -
------------- -------------
71,135 131,421
------------- -------------
Total Assets.............................................. $ 736,693 $ 852,107
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
NORTH ATLANTIC ENERGY CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock, $1 par value - 1,000 shares
authorized and outstanding in 2000 and 1999............ $ 1 $ 1
Capital surplus, paid in................................ 160,999 160,999
Retained earnings....................................... 1,840 12,752
------------- -------------
Total common stockholder's equity.............. 162,840 173,752
Long-term debt.......................................... 65,000 135,000
------------- -------------
Total capitalization........................... 227,840 308,752
------------- -------------
Current Liabilities:
Long-term debt - current portion........................ 270,000 270,000
Accounts payable........................................ 7,060 11,694
Accounts payable to affiliated companies................ 963 806
Accrued taxes........................................... 3,380 -
Accrued interest........................................ 4,649 2,340
Other................................................... 297 272
------------- -------------
286,349 285,112
------------- -------------
Deferred Credits and Other Long-term Liabilities:
Accumulated deferred income taxes....................... 192,326 222,601
Deferred obligation to affiliated company............... 5,676 12,984
Other................................................... 24,502 22,658
------------- -------------
222,504 258,243
------------- -------------
Commitments and Contingencies (Note 2)
Total Capitalization and Liabilities...................... $ 736,693 $ 852,107
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
NORTH ATLANTIC ENERGY CORPORATION
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues................................. $ 66,921 $ 69,779 $ 199,303 $ 217,271
---------- ---------- ---------- ----------
Operating Expenses:
Operation -
Fuel.......................................... 4,195 4,248 12,261 11,347
Other......................................... 9,396 9,090 27,701 30,322
Maintenance...................................... 3,242 2,818 8,499 16,938
Depreciation..................................... 6,944 6,844 20,833 20,697
Amortization of regulatory assets, net........... 21,294 21,372 63,882 64,116
Federal and state income taxes................... 9,504 8,758 26,899 26,170
Taxes other than income taxes.................... 1,876 4,527 5,916 10,781
---------- ---------- ---------- ----------
Total operating expenses................... 56,451 57,657 165,991 180,371
---------- ---------- ---------- ----------
Operating Income................................... 10,470 12,122 33,312 36,900
---------- ---------- ---------- ----------
Other Income/(Loss):
Deferred Seabrook return - other funds........... 456 1,037 1,805 3,518
Other, net....................................... (1,922) (2,113) (4,821) (5,601)
Income taxes..................................... 4,837 3,867 16,890 11,886
---------- ---------- ---------- ----------
Other income, net.......................... 3,371 2,791 13,874 9,803
---------- ---------- ---------- ----------
Income before interest charges............. 13,841 14,913 47,186 46,703
---------- ---------- ---------- ----------
Interest Charges:
Interest on long-term debt....................... 7,076 10,576 27,328 34,691
Other interest................................... (493) (115) (1,046) (389)
Deferred Seabrook return - borrowed funds........ (805) (1,990) (3,184) (6,745)
---------- ---------- ---------- ----------
Interest charges, net...................... 5,778 8,471 23,098 27,557
---------- ---------- ---------- ----------
Net Income......................................... $ 8,063 $ 6,442 $ 24,088 $ 19,146
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
NORTH ATLANTIC ENERGY CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
2000 1999
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net income.................................................. $ 24,088 $ 19,146
Adjustments to reconcile to net cash flows
provided by operating activities:
Depreciation.............................................. 20,833 20,697
Deferred income taxes and investment tax credits, net..... (21,724) 1,136
Amortization of nuclear fuel.............................. 9,733 9,265
Deferred return - Seabrook................................ (4,989) (10,263)
Amortization of regulatory assets, net.................... 63,882 64,116
Deferred obligation to affiliated company................. (7,308) (7,308)
Net other sources of cash................................. 13,472 13,373
Changes in working capital:
Receivables............................................... 562 1,029
Materials and supplies.................................... (474) 467
Accounts payable.......................................... (4,477) 3,009
Accrued taxes............................................. 3,380 5,493
Other working capital (excludes cash)..................... 12,116 25,135
----------- -----------
Net cash flows provided by operating activities............... 109,094 145,295
----------- -----------
Investing Activities:
Investments in plant:
Electric utility plant.................................... (4,359) (4,785)
Nuclear fuel.............................................. (14,792) (8,590)
----------- -----------
Net cash flows used for investments in plant................ (19,151) (13,375)
Investment in NU system Money Pool.......................... 21,400 (6,500)
Investments in nuclear decommissioning trusts............... (6,299) (5,491)
----------- -----------
Net cash flows used in investing activities................... (4,050) (25,366)
----------- -----------
Financing Activities:
Reacquisitions and retirements of long-term debt............ (70,000) (70,000)
Cash dividends on common stock.............................. (35,000) (50,000)
----------- -----------
Net cash flows used in financing activities................... (105,000) (120,000)
----------- -----------
Net increase/(decrease) in cash for the period................ 44 (71)
Cash - beginning of period.................................... - 71
----------- -----------
Cash - end of period.......................................... $ 44 $ -
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
NORTH ATLANTIC ENERGY CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
NAEC is a wholly owned subsidiary of NU. This discussion should be read in
conjunction with NU's management's discussion and analysis of financial
condition and results of operations, consolidated financial statements and
footnotes in this Form 10-Q, the First and Second Quarter 2000 Form 10-Qs,
and the NU 1999 Form 10-K.
RESULTS OF OPERATIONS
The components of significant income statement variances for the third quarter
of 2000 and the first nine months of 2000 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2000 over/(under) 1999
----------------------
Third Nine
Quarter Percent Months Percent
------- ------- ------ -------
Operating revenues $(3) (4)% $(18) (8)%
Other operation - - (3) (9)
Maintenance - - (8) (50)
Federal and state income taxes - - (4) (30)
Taxes other than income taxes (3) (59) (5) (45)
Interest on long-term debt (4) (33) (7) (21)
Net Income 2 25 5 26
Comparison of the Third Quarter of 2000 to the Third Quarter of 1999
--------------------------------------------------------------------
Operating Revenues
Total operating revenues decreased by $3 million or 4 percent in the third
quarter of 2000, as compared to the same period of 1999, primarily due to lower
O&M costs billed to PSNH through the Seabrook Power Contracts.
Taxes Other Than Income Taxes
Taxes other than income taxes decreased in 2000, primarily due to the tax
true-up in the third quarter of 1999 as a result of a change to the statewide
utility property tax.
Interest on Long-Term Debt
Interest on long-term debt decreased in 2000, primarily due to lower long-term
debt outstanding in 2000.
Comparison of the First Nine Months of 2000 to the First Nine Months of 1999
----------------------------------------------------------------------------
Operating Revenues
Total operating revenues decreased by $18 million or 8 percent for the first
nine months of 2000, as compared to the same period of 1999, primarily due to
lower O&M costs billed to PSNH through the Seabrook Power Contracts.
Other Operation and Maintenance
Other O&M expenses decreased in 2000, primarily due to the 1999 refueling
outage.
Federal and State Income Taxes
Federal and state income taxes decreased in 2000, primarily due to lower
taxable income.
Taxes Other Than Income Taxes
Taxes other than income taxes decreased in 2000, primarily due to the tax
true-up in the third quarter of 1999 as a result of a change to the statewide
utility property tax.
Interest on Long-Term Debt
Interest on long-term debt decreased in 2000, primarily due to lower long-term
debt outstanding in 2000.
LIQUIDITY
Net cash flows provided by operating activities decreased to $109.1 million
for the nine months ended September 30, 2000, compared with $145.3 million for
the nine months ended September 30, 1999. The primary reasons for the
reduction were changes in working capital, including changes in accounts
payable and other working capital, and the change in deferred income taxes and
investment tax credits, net, partially offset by an increase in net income of
$4.9 million for the first nine months of 2000, compared with the same period
in 1999, and the Seabrook deferred return.
Net cash flows used in investing activities were $4.1 million for the nine
months ended September 30, 2000, compared with $25.4 million for the nine
months ended September 30, 1999, primarily as a result of the change on the
investment in the NU system Money Pool, offset by increased investments in
plant.
Net cash flows used in financing activities were $105 million for the nine
months ended September 30, 2000, compared with $120 million for the nine
months ended September 30, 1999, as a result of a decrease in cash dividends
on common stock.
On October 4, 2000, Fitch upgraded the debt ratings of NAEC's first mortgage
bonds. Almost all NU system securities are under review for possible upgrades,
or on "credit watch" with positive implications by Standard and Poor's,
Moody's Investors Service and Fitch.
In the fourth quarter of 2000, NU and its subsidiaries expect to refinance most
of the NU system's short-term debt. NAEC has renewed $200 million of bank
borrowings for one year.
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 management's discussion and analysis of financial
condition and results of operations in this Form 10-Q, the First and
Second Quarter 2000 Form 10-Qs, the Annual Reports of Northeast
Utilities (NU), The Connecticut Light and Power Company (CL&P),
Public Service Company of New Hampshire (PSNH), Western Massachusetts
Electric Company (WMECO), and North Atlantic Energy Corporation
(NAEC), which were filed as part of the NU 1999 Form 10-K, and the
current reports on Form 8-K dated September 27, 2000, October 23,
2000, October 24, 2000, and October 31, 2000. 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, 2000, the results
of operations for the three-month and nine-month periods ended
September 30, 2000 and 1999, and statements of cash flows for the
nine-month periods ended September 30, 2000 and 1999. All
adjustments are of a normal, recurring nature except those described
in Note 2. The results of operations for the three-month and nine-
month periods ended September 30, 2000 and 1999, are not indicative
of the results expected for a full year.
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.
B. Regulatory Accounting and Assets
The accounting policies of the NU system operating companies and the
accompanying consolidated financial statements conform to generally
accepted accounting principles applicable to rate-regulated
enterprises and historically reflect the effects of the rate-making
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 final restructuring orders issued in
1999, CL&P and WMECO discontinued the application of SFAS No. 71 for
the generation portion of their businesses. Their transmission and
distribution businesses will continue to be cost-of-service based.
At this time, management continues to believe that the application of
SFAS No. 71 for PSNH and NAEC remains appropriate. If the "Agreement
to Settle PSNH Restructuring" (Settlement Agreement) becomes probable
of implementation, PSNH will discontinue the application of SFAS
No. 71 for the generation portion of its business and record an
after-tax write-off of $225 million. The remaining contingencies
include certain appeals of restructuring legislation and other
matters. Management hopes these contingencies will be resolved
favorably in the fourth quarter of 2000. Management also currently
believes that until these contingencies are resolved it is unlikely
industry restructuring will proceed as contemplated in the Settlement
Agreement. PSNH's transmission and distribution business will
continue to be rate-regulated on a cost-of-service basis, as the
Settlement Agreement allows for the recovery of the remaining
regulatory assets through that portion of the business. See Note 2A
for further information related to New Hampshire restructuring.
C. Recently Issued Accounting Standards
Derivative Instruments: Upon adoption of SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended by SFAS
No. 138, on January 1, 2001, the derivative instruments utilized by
the NU system companies will be recognized on the balance sheets as
assets or liabilities at fair value. Management continues to evaluate
the impact of the adoption of the new derivative accounting on its
financial statements. The Financial Accounting Standards Board (FASB)
Derivatives Implementation Group (DIG) is currently addressing two
significant items for energy companies related to the definition of
"normal purchases and sales" as defined by SFAS No. 138. The
conclusions reached by the DIG on these accounting interpretations
will have an impact on the implications of adopting the new derivative
accounting. Management believes there may be an impact of adopting
the new derivative accounting, but has not estimated this impact
pending final interpretation of those issues by the DIG.
Transfers of Financial Assets: In September 2000, the FASB issued
SFAS No. 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities - a Replacement of FASB
Statement No. 125." SFAS No. 140 revises the criteria for accounting
for securitizations, other financial asset transfers and collateral
and introduces new disclosures, but otherwise carries forward most
of the provisions of SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities,"
without amendment. SFAS No. 140 is effective for transfers and
servicing of financial assets and extinguishments of liabilities
occurring after March 31, 2001, and is effective for recognition and
reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending
after December 15, 2000. Management has not evaluated the impact
SFAS No. 140 will have on NU's consolidated financial statements.
Revenue Recognition: In December 1999, the Securities and Exchange
Commission issued Staff Accounting Bulletin (SAB) No. 101, "Revenue
Recognition." NU is required to adopt this new accounting guidance,
as amended by SAB No. 101A and SAB No. 101B, through a cumulative
charge to retained earnings in accordance with Accounting Principles
Board Opinion No. 20, "Accounting Changes," no later than the fourth
quarter of 2000. Management does not expect SAB No. 101, as amended,
to have a material impact on NU's consolidated financial statements.
2. COMMITMENTS AND CONTINGENCIES
A. Restructuring (CL&P, PSNH, WMECO)
Connecticut: The 1999 restructuring orders allowed for securitization
of CL&P's nonnuclear regulatory assets and the costs to buyout or
buydown the various purchased-power contracts. CL&P filed an
application with the Connecticut Department of Public Utility Control
(DPUC) on May 31, 2000, requesting authorization to securitize $1.4
billion of its stranded costs. On November 8, 2000, the DPUC approved
CL&P's request to securitize an amount not to exceed $1.55 billion of
approved, eligible stranded costs.
New Hampshire: On September 8, 2000, the New Hampshire Public
Utilities Commission (NHPUC) issued an order addressing various
motions for clarification and the rehearing of its April 19, 2000,
order. In its order, the NHPUC rejected motions for rehearing by the
various parties, granted the relief requested by PSNH related to
certain regulatory obligations and authorized PSNH to securitize up
to $670 million, less $6 million for each month beginning October 2000
until competition begins. The NHPUC also issued an order addressing
specific issues related to securitization permitted under the
Settlement Agreement. In addition to the $225 million after-tax
write-off, the Settlement Agreement reduces PSNH's rates by another
10.5 percent in addition to the 5 percent rate decrease implemented
on October 1, 2000, and among other things, requires PSNH to divest of
its generation assets and offer retail choice to its more than 420,000
electric customers.
However, in October 2000, the securitization process and the
implementation of the Settlement Agreement were delayed by two
appeals of the NHPUC's order to the New Hampshire Supreme Court.
These two appeals are based on the argument that it may be
unconstitutional for customers' rates to include repayment of PSNH's
stranded costs. The appeals remain outstanding. The New Hampshire
Supreme Court issued an order on October 31, 2000, scheduling briefs
regarding the appeals in November 2000 and oral arguments in December
2000.
These appeals could substantially delay the securitization process,
affect the rating of the bonds to be issued and the feasibility of the
securitization process and substantially delay the implementation of
the Settlement Agreement. If the appeals are successful and the
Settlement Agreement is terminated, management believes the regulatory
assets would still be recoverable.
Massachusetts: A Massachusetts Department of Telecommunications and
Energy (DTE) decision on the securitization plan was originally
anticipated in August 2000. The DTE postponed its decision in this
docket based on the announcement of the results of the Millstone
nuclear generation asset auction on August 7, 2000. Based on those
results, WMECO revised its original $261 million securitization plan
downward to $160 million. Additionally, a settlement has been reached
with the Massachusetts attorney general finalizing the securitization
plan. WMECO is seeking DTE approval of its securitization plan which
is anticipated by the end of 2000.
B. Long-Term Contractual Arrangements (Select Energy)
Select Energy, Inc. (Select Energy) maintains long-term agreements to
purchase energy in the normal course of business as part of its
portfolio of resources to meet its actual or expected sales
commitments. The aggregate amount of these purchase contracts was
$2.9 billion at September 30, 2000. These contracts extend through
2004 as follows (millions of dollars):
Year
----
2000 $ 612.2
2001 1,002.4
2002 494.5
2003 463.1
2004 281.4
--------
Total $2,853.6
========
C. Nuclear Generation Assets Auction (NU, CL&P, PSNH, WMECO)
On August 7, 2000, CL&P, WMECO and certain other joint owners reached
an agreement to sell substantially all of the Millstone nuclear units,
located in Waterford, Connecticut, to Dominion Resources, Inc.
(Dominion), for approximately $1.3 billion, including approximately
$105 million for nuclear fuel. Dominion has also agreed to assume
responsibility for decommissioning the three units.
Various federal and state regulatory approvals are needed before the
transaction can be finalized. Filings were made in August and
September 2000 and approvals are expected to be obtained by April
2001.
If the transaction is approved and finalized as proposed, CL&P and
WMECO would receive gross proceeds of approximately $843.2 million and
$196.2 million on a pretax basis for their respective ownership
interests. The net gain from the sale of these interests will be used
to reduce the companies' stranded costs under restructuring and the
net proceeds will be used to repay subsidiary debt and capital lease
obligations and to return equity capital to the parent company.
PSNH will receive $26 million on a pretax basis which will be
reflected as a gain in accordance with the Settlement Agreement.
3. GAS SUPPLY RISK MANAGEMENT INSTRUMENTS (Yankee Gas)
Yankee Gas Services Company (Yankee Gas) maintains gas service agreements
with certain customers to supply gas at fixed prices for a 10-year term
extending through 2005. Yankee Gas has hedged its gas supply risk under
these agreements through commodity swap agreements. Under these commodity
swap agreements, the purchase price of a specified quantity of gas is
effectively fixed over the term of the gas service agreements, which also
extend through 2005. As of September 30, 2000, the commodity swap
agreements had a notional value of $18 million and a positive mark-to-
market position of $2.9 million.
4. COMMODITY DERIVATIVES (Select Energy)
Select Energy, primarily through trading and marketing, manages its
exposure to risk from existing contractual commitments and provides risk
management services to its customers through forward contracts, futures,
over-the-counter swap agreements, and options (collectively, "commodity
derivatives"). Select Energy engages in the trading of commodity
derivatives, and therefore experiences net open positions. Select Energy
manages these open positions with strict policies which limit its exposure
to market risk and requires daily reporting to management of potential
financial exposure. Commodity derivatives utilized for trading purposes
are accounted for using the mark-to-market method, under Emerging Issues
Task Force Issue No. 98-10, "Accounting for Energy Trading and Risk
Management Activities." Under this methodology, these instruments are
adjusted to market value, and the unrealized gains and losses are
recognized in income in the current period in the consolidated statements
of income as operating expenses - other and in the consolidated balance
sheets as prepayments and other. The mark-to-market position at
September 30, 2000, was a positive $7 million.
5. 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,
-------------------------------
2000 1999
---- ----
(Millions of Dollars)
NU Consolidated $153.5 $ 50.0
CL&P 91.1 (20.3)
PSNH 57.8 66.3
WMECO 21.7 17.8
6. EARNINGS PER SHARE (NU)
Earnings per share (EPS) is computed based upon the weighted average
number of common shares outstanding during each period. Diluted EPS
is computed on the basis of the weighted average number of common shares
outstanding plus the potential dilutive effect if certain securities are
converted into common stock.
The following table sets forth the components of basic and diluted EPS:
--------------------------------------------------------------------------
(Millions of Dollars, Nine Months Ended September 30,
except share information) 2000 1999
--------------------------------------------------------------------------
Income after interest charges $163.7 $67.4
Preferred dividends of subsidiaries 11.4 17.5
--------------------------------------------------------------------------
Net income $152.3 $49.9
Basic EPS common shares
outstanding (average) 140,829,337 131,317,964
Dilutive effect of employee
stock options 620,065 462,353
--------------------------------------------------------------------------
Diluted EPS common shares
outstanding (average) 141,449,402 131,780,317
--------------------------------------------------------------------------
Basic and Fully Diluted EPS $1.08 $0.38
--------------------------------------------------------------------------
7. SEGMENT INFORMATION (NU)
The NU system is organized between regulated utilities (electric and gas
for the nine months ended September 30, 2000, and electric only for the
nine months ended September 30, 1999) and competitive energy subsidiaries.
The regulated utilities segment represents approximately 84 percent and
87 percent of the NU system's total revenues for the nine months ended
September 30, 2000 and 1999, respectively, and is comprised of several
business units.
Regulated utilities revenues primarily are derived from residential,
commercial and industrial customers and are not dependent on any single
customer. The competitive energy subsidiaries segment has two major
customers, one unaffiliated company and CL&P. Their purchases represented
approximately 4 percent and 32 percent, respectively, of total competitive
energy subsidiaries' revenues for the nine months ended September 30,
2000. Purchases from the unaffiliated company represented approximately
48 percent of total competitive energy subsidiaries' revenues for the nine
months ended September 30, 1999. There were no purchases from CL&P in
1999.
The competitive energy subsidiaries segment in the following table
includes HEC Inc., a provider of energy management, demand-side management
and related consulting services for commercial, industrial and
institutional electric companies and electric utility companies; Holyoke
Water Power Company, a company engaged in the production and distribution
of electric power; Northeast Generation Company, a corporation that
acquires and manages generation facilities; Northeast Generation Services
Company, a corporation that maintains and services any fossil or
hydroelectric facility that is acquired or contracted with for fossil or
hydroelectric generation services, and; 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.
Other in the following table includes the results for Mode 1
Communications, Inc. (Mode 1), an investor in a fiber-optic communications
network. Mode 1 had earnings of $5.9 million and a net loss of $3.9
million for the nine months ended September 30, 2000 and 1999,
respectively. See Note 8 for further information related to Mode 1's
earnings for the nine months ended September 30, 2000. Other also
includes the results of the nonenergy related subsidiaries of Yankee
Energy System, Inc. 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.
For the Nine Months Ended September 30, 2000
------------------------------------------------------------
Competitive Eliminations
(Millions of Regulated Utilities Energy and
Dollars) Electric Gas Subsidiaries Other Total
--------- --------- ------------ ------------ -----
Operating
revenues $ 3,550.3 $131.7 $1,508.9 $ (811.6) $ 4,379.3
Operating
expenses (3,229.2) (125.2) (1,466.8) 792.2 (4,029.0)
Operating
income/
(loss) 321.1 6.5 42.1 (19.4) 350.3
Other
income/
(loss) 30.8 (2.9) 2.9 6.5 37.3
Interest
expense (147.0) (8.7) (37.1) (31.1) (223.9)
Preferred
dividends (11.4) - - - (11.4)
--------- ------ -------- --------- ---------
Net income/
(loss) $ 193.5 $ (5.1) $ 7.9 $ (44.0) $ 152.3
========= ====== ======== ========= =========
Total assets $ 9,757.1 $873.7 $ 700.5 $ (765.9) $10,565.4
========= ====== ======== ========= =========
For the Nine Months Ended September 30, 1999
------------------------------------------------------------
Regulated Competitive Eliminations
(Millions of Electric Energy and
Dollars) Utilities Subsidiaries Other Total
--------- ------------ ------------ -----
Operating
revenues $2,895.5 $444.4 $(17.4) $ 3,322.5
Operating
expenses (2,617.8) (474.6) 26.6 (3,065.8)
-------- ------ ------ ---------
Operating
income/
(loss) 277.7 (30.2) 9.2 256.7
Other
income/
(loss) 7.1 4.2 (2.2) 9.1
Interest
expense (184.4) (3.0) (11.0) (198.4)
Preferred
dividends (17.5) - - (17.5)
-------- ------ ------ ---------
Net income/
(loss) $ 82.9 $(29.0) $ (4.0) $ 49.9
======== ====== ====== =========
Total assets $9,909.3 $285.9 $ 69.7 $10,264.9
======== ====== ====== =========
8. MODE 1 (NU)
On November 23, 1999, NEON Communications, Inc. (NEON) entered into
agreements with two unaffiliated companies. Under the terms of the
agreements, NEON will provide network transport and carrier services in
its service areas and that of the two unaffiliated companies and each
company will provide connectivity from the backbone system to their
respective local loops. Additionally, each company will manage their
local distribution into their respective end-users' locations. NEON will
also develop, operate and market the combined telecommunications
infrastructure created under the two agreements. As the agreements are
implemented, the two unaffiliated companies will ultimately obtain a total
of approximately 4.6 million shares of NEON common stock or approximately
12 percent and 10 percent ownership interests, respectively. Each
unaffiliated company will also nominate one member to the NEON Board of
Directors. Prior to the implementation of these agreements, Mode 1 had
approximately a 29 percent ownership interest in the common shares of
NEON.
In conjunction with the consummation of the agreements on September 14,
2000, a portion of the total common shares to be issued were issued to
the two unaffiliated companies. The remainder of these shares will be
issued as the two unaffiliated companies complete certain milestones,
as defined in their respective agreements.
The issuance of these shares had the effect of decreasing Mode 1's
ownership interest in NEON's outstanding common shares to approximately
25 percent. However, these shares were issued at an amount greater than
Mode 1's investment, resulting in a $19.8 million pretax increase to
Mode 1's equity. NU's accounting policy is to recognize the gain or loss
from this type of change in ownership interest in net income.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
1. Millstone 3 - Damage to Fish Population Lawsuits
(NU, CL&P, PSNH, and WMECO) On April 20, 2000, two lawsuits were filed in
New London Superior Court against Northeast Nuclear Energy Company (NNECO)
and Northeast Utilities Service Company (NUSCO) seeking to enjoin operations
at Millstone due to alleged damage caused to the winter flounder population
in the Niantic River and Long Island Sound. The first action, brought by
certain citizens groups, seeks a temporary injunction to suspend Millstone 3
operations through the second week of June 2000. On August 30, 2000, NNECO
filed a motion to dismiss on the grounds that the plaintiffs failed to
exhaust their administrative remedies before resorting to the court. The
motion also contended that the action should be dismissed as moot since
plaintiffs only sought to enjoin the operation of Millstone 3 through
June 2000. On October 16, 2000, NNECO's motion to dismiss this action was
granted.
On April 24, 2000, a third lawsuit was filed in Hartford Superior Court
against NUSCO, NNECO and the Commissioner of the Department of Environmental
Protection (DEP) challenging the validity of previously issued DEP emergency
and temporary authorizations allowing Millstone to discharge wastewater not
expressly authorized by the facility's National Pollution Discharge Elimination
System permit. The suit seeks a temporary and permanent injunction against
operations at Millstone 1, 2 and 3. On August 30, 2000, NNECO filed a motion
to dismiss, and on October 16, 2000, NNECO's motion was granted.
For more information regarding these matters, see "Part II, Item 1 - Legal
Proceedings" in NU's 2000 First Quarter Report on Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Listing of Exhibits
Exhibit No. Description
----------- -----------
3.1 NAEC's Amendment to By-Laws
15 Arthur Andersen LLP Letter Regarding Unaudited
Financial Information
27 NU Financial Data Schedule
27.1 CL&P Financial Data Schedule
27.2 PSNH Financial Data Schedule
27.3 WMECO Financial Data Schedule
27.4 NAEC Financial Data Schedule
(b) Reports on Form 8-K:
NU filed a current report on Form 8-K dated September 27, 2000,
disclosing:
o The Utility Operations Management Analysis Unit of the DPUC recommended
that the DPUC approve the results of the recently completed auction of
the Millstone nuclear units.
NU filed a current report on Form 8-K dated October 23, 2000, disclosing:
o Consolidated Edison, Inc. (Con Edison) issued a press release on
October 23, 2000, regarding the DPUC's decision on October 19, 2000,
which approved the proposed merger between NU and Con Edison, subject
to a number of conditions.
NU filed a current report on Form 8-K dated October 24, 2000, disclosing:
o NU's earnings press release for the third quarter of 2000.
NU filed a current report on Form 8-K dated October 31, 2000, disclosing:
o NU's and Con Edison's presentation dated October 31, 2000, entitled
"The Northeast's Energy Company."
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 9, 2000 By /s/ John H. Forsgren
-----------------------------------
John H. Forsgren
Executive Vice President
and Chief Financial Officer
Date: November 9, 2000 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 9, 2000 By /s/ Randy A. Shoop
-----------------------------------
Randy A. Shoop
Treasurer
Date: November 9, 2000 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 9, 2000 By /s/ David R. McHale
-----------------------------------
David R. McHale
Vice President and Treasurer
Date: November 9, 2000 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 9, 2000 By /s/ David R. McHale
-----------------------------------
David R. McHale
Vice President and Treasurer
Date: November 9, 2000 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 9, 2000 By /s/ David R. McHale
-----------------------------------
David R. McHale
Vice President and Treasurer
of Northeast Utilities as
Agent for North Atlantic Energy
Corporation
Date: November 9, 2000 By /s/ John J. Roman
-----------------------------------
John J. Roman
Vice President and Controller
of Northeast Utilities as
Agent for North Atlantic Energy
Corporation
Exhibit 3.1
BY-LAWS
OF
NORTH ATLANTIC ENERGY CORPORATION
Adopted
June 15, 1992
Amended
June 1, 2000
NORTH ATLANTIC ENERGY CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of New Hampshire as may be designated by
the Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
before the date of the meeting, to each shareholder of record on the books of
the Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice in writing. Notice of
a special meeting of shareholders shall state also the general purpose or
purposes of such meeting and no business other than that of which notice has
been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of Common Stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than fifty days and not less than ten days immediately
preceding the date of such meeting. In such case only such shareholders or
their legal representatives as shall be shareholders on the record date so
fixed shall be entitled to such notice and to vote at such meeting or any
adjournment thereof, notwithstanding the transfer of any shares of stock on
the books of the Company after any such record date so fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Within these limits, the number of positions on the Board of Directors for
any year shall be the number fixed by resolution of the shareholders or of
the Board of Directors, or, in the absence of such a resolution, shall be the
number of Directors elected at the preceding Annual Meeting of Shareholders.
The Directors so elected shall continue in office until their successors have
been elected and qualified, except that a Director shall cease to be in
office upon his death, resignation, lawful removal or court order decreeing
that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. Any one or more Directors may be removed from office at a
meeting of Shareholders expressly called for that purpose with or without any
showing of cause by an affirmative vote of the holders of a majority of the
Company's issued and outstanding shares entitled to vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the annual meeting of the
shareholders, or as soon as practicable thereafter, for the election of
officers and the transaction of other business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine.
Special meetings of the Board may be held at any place upon call of the
Chairman (if there be one) or the President, or, in the event of the absence
or inability of either to act, of a Vice President, or upon call of any three
or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting,
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the number of directors as fixed in accordance
with Section 1 of Article II of these By-Laws shall constitute a quorum. A
number less than a quorum may adjourn from time to time until a quorum is
present. In the event of such an adjournment, notice of the adjourned
meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally and collectively, shall have the same force and effect as if such
action were authorized at a meeting of the Board of Directors duly called and
held for that purpose, and such resolution, together with the Directors'
written approval thereof, shall be recorded by the Secretary in the minute
book of the Company.
Section 7. One or more Directors or members of a committee of the Board
of Directors may participate in a meeting of the Board of Directors or of
such committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President and a Secretary, and, if the Board shall so determine, a Chairman
and a Treasurer, each of whom shall, subject to the provisions of Article IV,
Section 3, hold office until the next annual election of officers and until
his successor shall have been elected and qualified. Any two or more offices
may be held by the same person except that the offices of the President and
Secretary may not be simultaneously held by the same person. The Board shall
also elect at such annual meeting, and may elect at any regular or special
meeting, such other officers as may be required for the prompt and orderly
transaction of the business of the Company, and each such officer shall have
such authority and shall perform such duties as may be assigned to him from
time to time by the Board of Directors. Any vacancy occurring in any office
may be filled at any regular meeting of the Board or at any special meeting
of the Board held for that purpose. Section 2. In addition to such
powers and duties as these By-Laws and the Board of Directors may prescribe,
and except as may be otherwise provided by the Board, each officer shall have
the powers and perform the duties which by law and general usage appertain to
his particular office. Section 3. Any officer may be removed, with or
without cause, at any time by the Board in its discretion. Vacancies among
the officers by reason of death, resignation, removal (with or without cause)
or other reason shall be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the stockholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors. Section 2. If the Chairman shall be absent or unable to
perform the duties of his office, or if the office of the Chairman shall not
have been filled by the Directors, the President shall preside at meetings of
the Board of Directors and of the stockholders. He shall have such other
authority and shall perform such additional duties as may be assigned to him
from time to time by the Board of Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers
and perform the duties of the President in the absence of the President or if
the President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice President(s).
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors. He shall give notice of all
meetings of the stockholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law. He shall be the registered
agent of the Company. Section 2. He shall have the custody of the
Corporate Seal of the Company and shall affix the same to all instruments
requiring a seal except as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer, if such office shall be filled by the
Directors, shall have charge of all receipts and disbursements of the
Company, and shall be the custodian of the Company's funds. He shall have
full authority to receive and give receipts for all moneys due and payable to
the Company from any source whatever, and give full discharge for the same,
and to endorse checks, drafts and warrants in its name and on its behalf. He
shall sign all checks, notes, drafts and similar instruments, except as
otherwise provided for the Board of Directors.
Section 2. The Treasurer shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the President or
by law.
Section 3. In the absence of the appointment of a Treasurer by the
Board of Directors, the duties of the Treasurer may be performed by the
Treasurer of Northeast Utilities Service Company, as agent for the Company.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers, if such offices shall be
filled by the Directors, shall perform the duties of the Treasurer if the
Treasurer shall be absent or unable to perform the duties of his office. The
Assistant Treasurers shall perform such additional duties as may be assigned
to them from time to time by the Board of Directors, the President or the
Treasurer.
Section 2. In the absence of the appointment of an Assistant Treasurer
by the Board of Directors, the duties of the Assistant Treasurer may be
performed by the Assistant Treasurer of Northeast Utilities Service Company,
as agent for the Company.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate, by resolution adopted
by a majority of the full Board of Directors, two or more Directors to
constitute an executive committee or other committees, which committees shall
have and may exercise all such authority of the Board of Directors as may be
delegated to such committees in accordance with law. At the time of such
appointment, the Board of Directors may also appoint, in respect to each
member of any such committee, another Director to serve as his alternate at
any meeting of such committee which such member is unable to attend. Each
alternate shall have, during his attendance at a meeting of such committee,
all the rights and obligations of a regular member thereof. Any vacancy on
any committee or among alternate members thereof shall be filled by the Board
of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures of
the President or a Vice President and the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer and a facsimile seal of the
Company, or may be signed by the President or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed by one of such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1. The Board of Directors may, as and to the extent permitted
by law, indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit.
ARTICLE XV
AMENDMENTS
Section 1. These By-Laws may be altered, amended, added to or
repealed from time to time by an affirmative vote of the holders of a
majority of the voting powers of shares entitled to vote thereon at any
meeting of the shareholders called for the purpose or by an affirmative vote
of Directors holding a majority of the number of directorships at any meeting
of the Board of Directors called for that purpose.
I HEREBY CERTIFY that the foregoing copy of "North Atlantic Energy
Corporation By-Laws" is a true and correct copy of said By-Laws in full force
and effect as of this day of , .
/s/ Assistant Secretary
Exhibit 15
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, and
No. 333-85613, its Form 10-Q for the quarter ended September 30, 2000, which
includes our report dated November 9, 2000, 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 or a report prepared
or certified by our firm within the meaning of Sections 7 and 11 of the Act.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Hartford, Connecticut
November 9, 2000
