FILE NO. 70-8048 POS AMC
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
(Amendment No. 5)
to FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO:
(1) SHORT-TERM BORROWINGS EVIDENCED BY NOTES TO LENDING
INSTITUTIONS AND TO A DEALER OR DEALERS IN COMMERCIAL
PAPER,
(2) OPEN ACCOUNT ADVANCES, AND
(3) CONTINUED USE OF A SYSTEM COMPANY MONEY POOL
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NORTHEAST UTILITIES HOLYOKE WATER POWER
WESTERN MASSACHUSETTS ELECTRIC COMPANY
COMPANY Canal Street
THE QUINNEHTUK COMPANY Holyoke, MA 01040
174 Brush Hill Avenue
West Springfield, MA 01809
THE CONNECTICUT LIGHT AND POWER PUBLIC SERVICE COMPANY OF
COMPANY NEW HAMPSHIRE
NORTHEAST NUCLEAR ENERGY NORTH ATLANTIC ENERGY
COMPANY CORPORATION
THE ROCKY RIVER REALTY COMPANY 1000 Elm Street
107 Selden Street Manchester, NH 03015
Berlin, CT 06037
HEC INC.
24 Prime Parkway
Natick, MA 01760
(Names of companies filing this statement and addresses of principal executive
offices)
NORTHEAST UTILITIES
(Name of top registered holding company)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
107 Selden Street
Berlin, Connecticut 06037
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Jeffrey C. Miller, Esq. David R. McHale
Assistant General Counsel Manager- Short Term and Project Finance
Northeast Utilities Service Company Northeast Utilities Service Company
107 Selden Street 107 Selden Street
Berlin, Connecticut 06037 Berlin, Connecticut 06037
<PAGE>
The application/declaration in this proceeding, as previously amended
(the "Application"), is hereby further amended as follows:
1. The purpose of this amendment is to increase to $500 million the
aggregate amount of short-term debt that The Connecticut Light and Power
Company ("CL&P") may have outstanding at any one time through December 31,
1994 from its currently authorized level of $375 million. CL&P needs the
authorization for an additional $125 million of short-term debt to give it the
flexibility to refinance $170 million of debt represented by its Series WW
First Mortgage Bonds, which will mature on October 1, 1994, in a way that
provides the maximum financial advantage to CL&P. While CL&P could refinance
those bonds by issuing a new series of bonds prior to or upon their maturity,
market conditions in the bond market have been volatile in 1994. Hence, CL&P
believes it is prudent to be in a position so that it is not compelled to
issue new bonds immediately if market conditions near the time the Series WW
First Mortgage Bonds mature are unfavorable. Accordingly, CL&P wishes to have
the ability to use the proceeds of short-term debt to repay its Series WW
First Mortgage Bonds upon their maturity and to issue bonds to repay that
short-term debt once conditions in the bond market improve. In addition, CL&P
may also use the proceeds of short-term debt to acquire by purchase, tender or
other means any of its outstanding preferred stock or bonds.
2. The short-term debt authorizations granted in this file expire on
December 31, 1994. CL&P and the other applicants in this file intend to seek
new short-term debt authorizations to be in effect before the end of the year.
The short-term debt authorization sought by CL&P at that time would account
for any continuing need to use short-term debt to finance the capital
requirements of CL&P represented by the Series WW Bonds. Accordingly, the
increased short-term debt authorization requested in this amendment would
<PAGE>
-2-
expire along with the short-term debt authorizations of the other applicants
in this file on December 31, 1994.
3. The reference to $375,000 next to CL&P in the table in Section 3 of
the Application is changed to $500,000.
4. The reference to $375 million in the first sentence of Section 6 of
the Application is changed to $500 million.
5. The following is added after the second sentence of the second
paragraph in Section 7 of the Application:
CL&P will also use funds derived from short-term borrowings
authorized by the Commission pursuant to this
application/declaration to repay certain of its bonds upon their
maturity and/or to acquire by purchase, tender or other means any of
its preferred stock or bonds.
6. As stated in the second paragraph of Section 6 of the Application,
the aggregate amount of short-term debt that can be incurred by CL&P is
further restricted by the provisions of its preferred stock. CL&P has
authorization from the holders of its preferred stock, through March 31, 2004,
to issue securities representing unsecured short-term indebtedness up to a
maximum of 20% of its capitalization. Based on its capitalization as of June
30, 1994, CL&P is limited to approximately $675,636,000 of unsecured
indebtedness through short-term debt. (See Exhibit J.1.1 filed herewith.)
<PAGE>
-3-
7. It is estimated that the fees, commissions and expenses paid or
incurred, or to be paid or incurred, directly or indirectly, by the applicants
with respect to this post-effective amendment will not exceed $2,000. None of
such fees, commissions or expenses will be paid to any associate company or
affiliate of the applicants except for financial and other services performed
at cost by Northeast Utilities Service Company, an affiliated service company,
and except that C. Duane Blinn, a member of the firm of Day, Berry & Howard,
counsel to the applicants, is Assistant Secretary of Connecticut Yankee Atomic
Power Company, an affiliate, and the estimate of fees set forth above will
include payment to be made to that firm for legal services in connection with
the transactions proposed in this post-effective amendment.
8. Other than the approval of the Commission, no other state or federal
commission has jurisdiction over the subject matter of this post-effective
amendment.
9. The Series WW Bonds mature on October 1, 1994. The applicants
therefore respectfully request that the Department issue its order permitting
this post-effective amendment to become effective as soon as practicable, and
in any event no later than September 15, 1994. The applicants hereby waive
any recommended decision by a hearing officer or by any other responsible
officer of the Commission and waive the 30-day waiting period between issuance
of the Commission's order and the date on which it is to become effective,
since it is desired that the Commission's order, when issued, become effective
immediately. The applicants consent that the Office of Public Utility
Regulation within the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order.
<PAGE>
-4-
10. The following exhibits are filed herewith:
F.2 Opinion of Counsel
I.2 Proposed Form of Notice
J.1.1 20% Unsecured Debt Test -- CL&P
11. The following revised financial statements are filed herewith:
2. The Connecticut Light and Power Company:
2.1.1 Balance sheet, per books and pro forma, as of June 30, 1994
2.2.1 Statement of income, per books and pro forma, for the 12 months
ended June 30, 1994 and capital structure, per books and pro
forma, as of June 30, 1994
10. Northeast Utilities and subsidiaries:
10.1.2 Consolidated balance sheet, per books and pro forma, as of June
30, 1994
10.2.2 Consolidated statement of income, per books and pro forma, for
the 12 months ended June 30, 1994 and capital structure, per
books and pro forma, as of June 30, 1994
<PAGE>
-5-
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned applicants have duly caused this post-
effective amendment to be signed on their behalf by the undersigned officer
hereunto duly authorized.
Dated: July 29, 1994
Northeast Utilities
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Holyoke Water Power Company
Northeast Nuclear Energy Company
The Quinnehtuk Company
The Rocky River Realty Company
Public Service Company of New Hampshire
North Atlantic Energy Corporation
By /s/ John B. Keane
John B. Keane
Vice President and Treasurer
HEC Inc.
By /s/ John B. Keane
John B. Keane
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit F.2 Opinion of Counsel
Exhibit I.2 Proposed Form of Notice
Exhibit J.1.1 20% Unsecured Debt Test -- CL&P
Financial
Statement 2.1.1 CL&P balance sheet, per books and pro forma, as of June
30, 1994
Financial
Statement 2.2.1 CL&P statement of income, per books and pro forma, for the
12 months ended June 30, 1994 and capital structure, per
books and pro forma, as of June 30, 1994
Financial
Statement 10.1.2 Northeast Utilities Consolidated balance sheet, per books
and pro forma, as of June 30, 1994
Financial
Statement 10.2.2 Northeast Utilities Consolidated statement of income, per
books and pro forma, for the 12 months ended June 30, 1994
and capital structure, per books and pro forma, as of June
30, 1994
Exhibit F.2
OPINION OF DAY, BERRY & HOWARD,
COUNSEL FOR APPLICANTS
July 29, 1994
Securities and Exchange Commission
450 Fifth Street
Judiciary Plaza
Washington, D.C. 20549
Re: Northeast Utilities
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Holyoke Water Power Company
Northeast Nuclear Energy Company
The Quinnehtuk Company
The Rocky River Realty Company
Public Service Company of New Hampshire
North Atlantic Energy Corporation
HEC Inc.
File No. 70-8048
Ladies and Gentlemen:
We have acted as counsel to Northeast Utilities, The Connecticut Light
and Power Company ("CL&P"), Western Massachusetts Electric Company, Holyoke
Water Power Company, Northeast Nuclear Energy Company, The Quinnehtuk
Company, The Rocky River Realty Company, Public Service Company of New
Hampshire, North Atlantic Energy Corporation and HEC Inc. in connection with
those transactions contemplated by Post-Effective Amendment No. 3 (Amendment
No. 5) to their application/declaration in the above-referenced file (the
"Amendment"). This opinion is given to you with respect to such transactions
pursuant to your Instructions as to Exhibits to applications and declarations
filed on Form U-1. Except as otherwise defined herein, terms used herein
shall have the meanings given them in the Amendment.
We have examined such documents, corporate records and other instruments
as we have deemed necessary or advisable for the purposes of this opinion.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of documents submitted to us as
copies.
The opinions set forth herein are qualified in their entirety as
follows: (a) every opinion rendered herein is expressly subject to the
consummation of such transactions in accordance with the Amendment; (b) no
opinion is expressed as to any laws other than the federal laws of the United
States and the laws of the State of Connecticut; (c) the opinion expressed in
paragraph 3 is based solely upon the opinion of Jeffrey C. Miller, Assistant
General Counsel for Northeast Utilities Service Company, and we express no
opinion as to such matters except to the extent covered by such opinion and
subject to the qualifications and assumptions contained in such opinion; and
(d) insofar as any opinion relates to the Certificate of Incorporation or
Bylaws of CL&P, we have assumed that that Certificate and those Bylaws will
<PAGE>
-2-
not be amended between now and the time the short-term debt authorization for
CL&P is increased.
Based on and subject to the foregoing, we are of the opinion that:
1. All state laws applicable to the increase in the short-term debt
authorization for CL&P will have been complied with at the time the
Commission issues an order permitting the Amendment to become effective.
2. CL&P is validly incorporated and duly existing.
3. The increase in the short-term debt authorization for CL&P will not
violate the legal rights of the holders of any securities issued by CL&P or
any associate company thereof.
This opinion may be relied on by the Commission in connection with the
preparation of its decision in this matter.
Very truly yours,
/s/ Day, Berry & Howard
CDB:PNB
EXHIBIT I.2
PROPOSED FORM OF NOTICE
[RELEASE NO. _____________]
PROPOSED INCREASE IN SHORT-TERM DEBT AUTHORIZATION
FOR THE CONNECTICUT LIGHT AND POWER COMPANY
________________, 1994
Northeast Utilities ("NU"), a public utility holding company registered
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
and its subsidiary companies, Western Massachusetts Electric Company, The
Quinnehtuk Company, all located in West Springfield, Massachusetts, The
Connecticut Light and Power Company ("CL&P"), Northeast Nuclear Energy
Company, The Rocky River Realty Company, all located in Berlin, Connecticut,
Holyoke Water Power Company, located in Holyoke, Massachusetts, Public
Service Company of New Hampshire, North Atlantic Energy Corporation, both
located in Manchester, New Hampshire, and HEC Inc., located in Natick,
Massachusetts, have filed with this Commission a post-effective amendment
(the "Amendment") to their application/declaration in File No. 70-8048
pursuant to Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 43 and
45 thereunder.
The purpose of the Amendment is to increase to $500 million the
aggregate amount of short-term debt that CL&P may have outstanding at any one
time through December 31, 1994 from its currently authorized level of $375
million. CL&P needs the authorization for an additional $125 million of
short-term debt to give it the flexibility to refinance $170 million of debt
represented by its Series WW First Mortgage Bonds, which will mature on
October 1, 1994, in a way that provides the maximum financial advantage to
CL&P. While CL&P could refinance those bonds by issuing a new series of
bonds prior to or upon their maturity, market conditions in the bond market
have been volatile in 1994. Hence, CL&P believes it is prudent to be in a
position so that it is not compelled to issue new bonds immediately if market
conditions near the time the Series WW First Mortgage Bonds mature are
unfavorable. Accordingly, CL&P wishes to have the ability to use the
proceeds of short-term debt to pay its Series WW First Mortgage Bonds upon
their maturity and to issue bonds to repay that short-term debt once
conditions in the bond market improve. In addition, CL&P may also use the
proceeds of short-term debt to acquire by purchase, tender or other means any
of its outstanding preferred stock or bonds.
The short-term debt authorizations granted in this file expire on
December 31, 1994. CL&P and the other applicants in this file intend to seek
new short-term debt authorizations to be in effect before the end of the
year. The short-term debt authorization sought by CL&P at that time would
account for the any continuing need to use short-term debt to finance the
capital requirements of CL&P represented by the Series WW Bonds.
Accordingly, the increased short-term debt authorization requested in this
amendment would expire along with the short-term debt authorizations of the
other applicants in this file on December 31, 1994.
The applicants state that they intend to request the Commission's
approval, pursuant to the Amendment, of all transactions connected to the
increase of CL&P's short-term debt authorization, whether under the
enumerated sections of the Act and the rules thereunder or otherwise.
<PAGE>
-2-
The Amendment and any further amendments in this file are available for
public inspection through the Commission's Office of Public Reference. Any
interested persons wishing to comment or request a hearing on the Amendment
should submit their views in writing by _____________, 1994, to the
Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and
serve a copy on the Applicants. Proof of service (by affidavit or, in the
case of an attorney at law, by certificate) should be filed with the request.
Any request for hearing shall identify specifically the issues of fact or law
that are disputed. A person who so requests will be notified of any hearing,
if ordered, and will receive a copy of any notice or order issued in this
matter. After said date, the Amendment, as filed or as it may be further
amended, may be permitted to become effective.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
<TABLE>
EXHIBIT J.1.
THE CONNECTICUT LIGHT AND POWER COMPANY
20% UNSECURED DEBT CALCULATION TEST
30-Jun-94
-($000)-
<CAPTION>
ACTUAL
<S> <C>
Common Equity $1,520,493
Preferred Stock: Non-Redeemable 166,200
Redeemable 230,000
Total First Mortgage Bonds 1,160,176
Total Other Long-Term Debt 524,838
Due Within One Year
Long-Term Debt 177,546
Preferred Stock 0
Unamortized Debt Discount and Premium (8,931)
3,770,322
X 20% Unsecured Debt Limit 754,064
Less Unsecured Debt:
Seabrook Pollution Control Bonds 46,400
CRRA Financing 31,910
Other - Montville /Hopmeadow 118
Money Pool 27,500
Commercial Paper 69,500
Bank Borrowings 144,500
319,928
Additional Available Unsecured Debt 434,136
Add Back Short-Term Debt
Outstanding on 6/30/94 241,500
Total Available Short-Term Debt $675,636
</TABLE>
<TABLE>
CONNECTICUT LIGHT AND POWER COMPANY
BALANCE SHEET
AS OF JUNE 30, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.1.1 PAGE 1 OF 2
<CAPTION>
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
----------- ----------------- ----------------
<S> <C> <C> <S> <C>
ASSETS
UTILITY PLANT, AT ORIGINAL COST:
ELECTRIC $6,002,962 $6,002,962
LESS: ACCUMULATED PROVISION FOR
DEPRECIATION 2,103,643 2,103,643
----------- ----------------- --------------
3,899,319 0 3,899,319
CONSTRUCTION WORK IN PROGRESS 105,161 105,161
NUCLEAR FUEL, NET 161,097 161,097
----------- ----------------- ----------------
TOTAL NET UTILITY PLANT 4,165,577 0 4,165,577
----------- ----------------- ----------------
OTHER PROPERTY AND INVESTMENTS:
NUCLEAR DECOMMISSIONING TRUST, AT MARKET 164,038 164,038
INVESTMENTS IN REGIONAL NUCLEAR
GENERATING COMPANIES, AT EQUITY 54,605 54,605
INVESTMENTS IN TRANSMISSION COMPANIES, AT 0
OTHER, AT COST 14,165 14,165
----------- ----------------- ----------------
232,808 0 232,808
----------- ----------------- ----------------
CURRENT ASSETS:
CASH AND SPECIAL DEPOSITS 604 258,500 (a) 259,104
RECEIVABLES, NET 198,087 198,087
RECEIVABLES FROM AFFILIATED COMPANIES 4,101 4,101
ACCRUED UTILITY REVENUES 86,612 86,612
FUEL, MATERIAL AND SUPPLIES, AT
AVERAGE COST 64,014 64,014
RECOVERABLE ENERGY COSTS, NET-CURRENT POSI 1,972 1,972
PREPAYMENTS AND OTHER 32,492 32,492
----------- ----------------- ----------------
TOTAL CURRENT ASSETS 387,882 258,500 646,382
----------- ----------------- ----------------
DEFERRED CHARGES:
REGULATORY ASSET-INCOME TAXES, NET 990,087 990,087
UNAMORTIZED DEBT EXPENSE 8,453 8,453
RECOVERABLE ENERGY COSTS, NET 28,678 28,678
DEFERRED CONSERVATION AND LOAD-
MANAGEMENT COSTS 107,755 107,755
DEFERRED DOE ASSESSMENT 37,033 37,033
DEFERRED COSTS - NUCLEAR PLANTS 144,297 144,297
AMORTIZABLE PROPERTY INVESTMENT - 4,983 4,983
UNRECOVERED CONTRACT OBLIGATION-YEAC 77,919 77,919
OTHER 63,892 63,892
----------- ----------------- ----------------
TOTAL DEFERRED CHARGES 1,463,097 0 1,463,097
----------- ----------------- ----------------
TOTAL ASSETS $6,249,364 $258,500 $6,507,864
========== ============== =============
* EXPLANATION AT FINANCIAL STATEMENT 2.2.1 PAGE 3 OF 3
</TABLE>
<PAGE>
<TABLE>
CONNECTICUT LIGHT AND POWER COMPANY
BALANCE SHEET
AS OF JUNE 30, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.1.1 PAGE 2 OF 2
<CAPTION>
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
----------- ----------------- ----------------
<S> <C> <C> <S> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON SHARES $122,229 $122,229
CAPITAL SURPLUS, PAID IN 631,213 631,213
RETAINED EARNINGS 767,051 (10,947) 756,104
----------- ----------------- ----------------
TOTAL COMMON STOCKHOLDER'S EQUITY 1,520,493 (10,947) 1,509,546
PREFERRED STOCK NOT SUBJECT TO
MANDATORY REDEMPTION 166,200 166,200
PREFERRED STOCK SUBJECT TO MANDATORY
REDEMPTION 230,000 230,000
LONG-TERM DEBT, NET 1,676,083 1,676,083
----------- ----------------- ----------------
TOTAL CAPITALIZATION 3,592,776 (10,947) 3,581,829
OBLIGATIONS UNDER CAPITAL LEASES 129,293 129,293
CURRENT LIABILITIES:
NOTES PAYABLE TO BANKS 144,500 258,500 (a) 403,000
NOTES PAYABLE TO AFFILIATED COMPANY 27,500 27,500
COMMERCIAL PAPER 69,500 69,500
LONG-TERM DEBT AND PREFERRED STOCK -
CURRENT PORTION 177,546 177,546
OBLIGATIONS UNDER CAPITAL LEASES -
CURRENT PORTION 55,037 55,037
ACCOUNTS PAYABLE 74,691 74,691
ACCOUNTS PAYABLE TO AFFILIATED
COMPANIES 28,755 28,755
ACCRUED TAXES 23,705 (7,794)(c) 15,911
ACCRUED INTEREST 28,734 18,741 (b) 47,475
OTHER 29,335 29,335
----------- ---------------- ----------------
TOTAL CURRENT LIABILITIES 659,303 269,447 928,750
DEFERRED CREDITS:
ACCUMULATED DEFERRED INCOME TAXES 1,559,096 1,559,096
ACCUMULATED DEFERRED INVESTMENT
TAX CREDITS 151,131 151,131
DEFERRED CONTRACT OBLIGATION-YEAC 77,919 77,919
DEFERRED DOE OBLIGATION 28,702 28,702
OTHER 51,144 51,144
----------- ----------------- ----------------
TOTAL DEFERRED CREDITS 1,867,992 0 1,867,992
----------- ----------------- ----------------
TOTAL CAPITALIZATION AND
LIABILITIES $6,249,364 $258,500 $6,507,864
========== ============== =============
* EXPLANATION AT FINANCIAL STATEMENT 2.2.1 PAGE 3 OF 3
</TABLE>
<TABLE>
CONNECTICUT LIGHT AND POWER COMPANY
INCOME STATEMENT
FOR 12 MONTHS ENDED JUNE 30, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.2.1 PAGE 1 OF 3
<CAPTION>
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
----------- ----------------- ----------------
<S> <C> <C> <S> <C>
OPERATING REVENUE $2,349,971 $0 $2,349,971
----------- ----------------- ----------------
OPERATING EXPENSES:
OPERATION -
FUEL PURCHASED AND INTERCHANGE
POWER 586,328 586,328
OTHER 622,576 622,576
MAINTENANCE 182,350 182,350
DEPRECIATION 222,659 222,659
AMORTIZATION/DEFERRALS OF REGULATORY
ASSETS, NET 117,600 117,600
FEDERAL AND STATE INCOME TAXES 178,337 (7,794)(c) 170,543
TAXES OTHER THAN INCOME TAXES 168,017 168,017
----------- ----------------- ----------------
TOTAL OPERATING EXPENSES 2,077,867 (7,794) 2,070,073
----------- ----------------- ----------------
OPERATING INCOME: 272,104 7,794 279,898
----------- ----------------- ----------------
OTHER INCOME:
ALLOWANCE FOR OTHER FUNDS USED
DURING CONSTRUCTION (16) (16)
DEFERRED NUCLEAR PLANTS RETURN-OTHER
FUNDS 17,364 17,364
EQUITY IN EARNINGS OF REGIONAL NUCLEAR
GENERATING COMPANIES 7,010 7,010
WRITE OFF OF PLANT COSTS 0 0
OTHER, NET 13,862 13,862
INCOME TAXES - CREDIT 5,239 5,239
----------- ----------------- ----------------
OTHER INCOME, NET 43,459 0 43,459
----------- ----------------- ----------------
INCOME BEFORE INTEREST CHARGES 315,563 7,794 323,357
----------- ----------------- ----------------
INTEREST CHARGES:
INTEREST ON LONG-TERM DEBT 126,369 126,369
OTHER INTEREST 7,764 18,741 (b) 26,505
ALLOWANCE FOR BORROWED FUNDS USED
DURING CONSTRUCTION (1,851) (1,851)
DEFERRED NUCLEAR PLANTS RETURN -
BORROWED FUNDS, NET OF INCOME TAX (10,549) (10,549)
----------- ----------------- ----------------
TOTAL INTEREST CHARGES 121,733 18,741 140,474
----------- ----------------- ----------------
NET INCOME 193,830 (10,947) 182,883
* EXPLANATION AT FINANCIAL STATEMENT 2.2.1 PAGE 3 OF 3
</TABLE>
<PAGE>
<TABLE>
CONNECTICUT LIGHT AND POWER COMPANY
CAPITAL STRUCTURE AS OF JUNE 30, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.2.1 PAGE 2 OF 3
<CAPTION>
PER BOOK
ADJUSTED TO
PRO FORMA REFLECT
% PER BOOK ADJUSTMENT PRO FORMA %
<S> <C> <C> <C> <C> <C>
DEBT:
LONG-TERM DEBT, NET 49.2% 1,853,629 0 1,853,629 49.3%
PREFERRED STOCK:
NOT SUBJECT TO REDEMPTION 166,200 166,200
SUBJECT TO REDEMPTION 230,000 230,000
------------ ------------ ------------
TOTAL PREFERRED STOCK 10.5% 396,200 0 396,200 10.5%
COMMON EQUITY:
COMMON SHARES 122,229 122,229
CAPITAL SURPLUS, PAID IN 631,213 631,213
RETAINED EARNINGS 767,051 (10,947) 756,104
------------ ------------ ------------
TOTAL COMMON STOCKHOLDER'S EQUI 40.3% 1,520,493 (10,947) 1,509,546 40.2%
------------ ------------ ------------
TOTAL CAPITAL 100.0% 3,770,322 (10,947) 3,759,375 100.0%
</TABLE>
<PAGE>
<TABLE>
CONNECTICUT LIGHT AND POWER COMPANY
EXPLANATION OF ADJUSTMENTS
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.2.1 PAGE 3 OF 3
<CAPTION>
DEBIT CREDIT
<S> <C> <C>
(a) CASH 258,500
NOTES PAYABLE 258,500
To record the additional borrowing up to the entire $500 million proposed in this filing.
(b) OTHER INTEREST EXPENSE 18,741
ACCRUED INTEREST 18,741
To record the interest expense on the additional proposed borrowing at Prime:
$258,500 x 7.25% = 18,741
(c) ACCRUED TAXES 7,794
FEDERAL AND STATE INCOME TAX EXPENSE 7,794
To record the reduction in Federal and State income taxes due to the higher interest and fee expenses:
$18,741 x 41.59% = 7,794
</TABLE>
<TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 10.1.2 PAGE 1 OF 2
<CAPTION>
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
----------- ----------------- ----------------
<S> <C> <C> <S> <C>
ASSETS
UTILITY PLANT, AT ORIGINAL COST:
ELECTRIC $9,392,696 $9,392,696
LESS: ACCUMULATED PROVISION FOR
DEPRECIATION 3,163,003 3,163,003
----------- ----------------- --------------
6,229,693 0 6,229,693
CONSTRUCTION WORK IN PROGRESS 180,211 180,211
NUCLEAR FUEL, NET 222,705 222,705
----------- ----------------- ----------------
TOTAL NET UTILITY PLANT 6,632,609 0 6,632,609
----------- ----------------- ----------------
OTHER PROPERTY AND INVESTMENTS:
NUCLEAR DECOMMISSIONING TRUST, AT MARKET 229,307 229,307
INVESTMENTS IN REGIONAL NUCLEAR
GENERATING COMPANIES, AT EQUITY 81,856 81,856
INVESTMENTS IN TRANSMISSION COMPANIES, AT 26,057 26,057
OTHER, AT COST 35,164 35,164
----------- ----------------- ----------------
372,384 0 372,384
----------- ----------------- ----------------
CURRENT ASSETS:
CASH AND SPECIAL DEPOSITS 30,456 258,500 (a) 288,956
RECEIVABLES, NET 348,894 348,894
RECEIVABLES FROM AFFILIATED COMPANIES 0 0
ACCRUED UTILITY REVENUES 134,462 134,462
FUEL, MATERIAL AND SUPPLIES, AT
AVERAGE COST 200,216 200,216
RECOVERABLE ENERGY COSTS, NET-CURRENT POSI 21,041 21,041
PREPAYMENTS AND OTHER 44,802 44,802
----------- ----------------- ----------------
TOTAL CURRENT ASSETS 779,871 258,500 1,038,371
----------- ----------------- ----------------
DEFERRED CHARGES:
REGULATORY ASSET-INCOME TAXES, NET 1,160,810 1,160,810
REGULATORY ASSET-PSNH 724,453 724,453
UNAMORTIZED DEBT EXPENSE 35,581 35,581
RECOVERABLE ENERGY COSTS, NET 166,048 166,048
DEFERRED CONSERVATION AND LOAD-
MANAGEMENT COSTS 107,755 107,755
DEFERRED DOE ASSESSMENT 50,433 50,433
DEFERRED COSTS - NUCLEAR PLANTS 271,099 271,099
AMORTIZABLE PROPERTY INVESTMENT - 27,383 27,383
UNRECOVERED CONTRACT OBLIGATION-YEAC 119,882 119,882
OTHER 129,408 129,408
----------- ----------------- ----------------
TOTAL DEFERRED CHARGES 2,792,852 0 2,792,852
----------- ----------------- ----------------
TOTAL ASSETS $10,577,716 $258,500 $10,836,216
========== ============== =============
* EXPLANATION AT FINANCIAL STATEMENT 10.2.2 PAGE 3 OF 3
</TABLE>
<PAGE>
<TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 10.1.2 PAGE 2 OF 2
<CAPTION>
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
----------- ----------------- ----------------
<S> <C> <C> <S> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON SHARES $671,048 $671,048
CAPITAL SURPLUS, PAID IN 903,137 903,137
DEFERRED BENEFIT PLAN-EMPLOYEE STOCK
OWNERSHIP PLAN (221,047) (221,047)
RETAINED EARNINGS 927,032 (10,947) 916,085
----------- ----------------- ----------------
TOTAL COMMON STOCKHOLDER'S EQUITY 2,280,170 (10,947) 2,269,223
PREFERRED STOCK NOT SUBJECT TO
MANDATORY REDEMPTION 239,700 239,700
PREFERRED STOCK SUBJECT TO MANDATORY
REDEMPTION 379,000 379,000
LONG-TERM DEBT, NET 3,910,661 3,910,661
----------- ----------------- ----------------
TOTAL CAPITALIZATION 6,809,531 (10,947) 6,798,584
OBLIGATIONS UNDER CAPITAL LEASES 179,224 179,224
CURRENT LIABILITIES:
NOTES PAYABLE TO BANKS 233,000 258,500 (a) 491,500
COMMERCIAL PAPER 69,500 69,500
LONG-TERM DEBT AND PREFERRED STOCK -
CURRENT PORTION 284,027 284,027
OBLIGATIONS UNDER CAPITAL LEASES -
CURRENT PORTION 72,388 72,388
ACCOUNTS PAYABLE 205,445 205,445
ACCOUNTS PAYABLE TO AFFILIATED
COMPANIES 0 0
ACCRUED TAXES 57,696 (7,794)(c) 49,902
ACCRUED INTEREST 68,435 18,741 (b) 87,176
ACCRUED PENSION BENEFITS 83,586 83,586
OTHER 80,458 80,458
----------- ---------------- ----------------
TOTAL CURRENT LIABILITIES 1,154,535 269,447 1,423,982
DEFERRED CREDITS:
ACCUMULATED DEFERRED INCOME TAXES 1,939,156 1,939,156
ACCUMULATED DEFERRED INVESTMENT
TAX CREDITS 196,967 196,967
DEFERRED CONTRACT OBLIGATION-YEAC 119,882 119,882
DEFERRED DOE OBLIGATION 39,530 39,530
OTHER 138,891 138,891
----------- ----------------- ----------------
TOTAL DEFERRED CREDITS 2,434,426 0 2,434,426
----------- ----------------- ----------------
TOTAL CAPITALIZATION AND
LIABILITIES $10,577,716 $258,500 $10,836,216
========== ============== =============
* EXPLANATION AT FINANCIAL STATEMENT 10.2.2 PAGE 3 OF 3
</TABLE>
<TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
FOR 12 MONTHS ENDED JUNE 30, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 10.2.2 PAGE 1 OF 3
<CAPTION>
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
----------- ----------------- ----------------
<S> <C> <C> <S> <C>
OPERATING REVENUE $3,637,933 $0 $3,637,933
----------- ----------------- ----------------
OPERATING EXPENSES:
OPERATION -
FUEL PURCHASED AND INTERCHANGE
POWER 827,682 827,682
OTHER 959,082 959,082
MAINTENANCE 282,628 282,628
DEPRECIATION 324,509 324,509
AMORTIZATION/DEFERRALS OF REGULATORY
ASSETS, NET 196,437 196,437
FEDERAL AND STATE INCOME TAXES 286,791 (7,794)(c) 278,997
TAXES OTHER THAN INCOME TAXES 240,594 240,594
----------- ----------------- ----------------
TOTAL OPERATING EXPENSES 3,117,723 (7,794) 3,109,929
----------- ----------------- ----------------
OPERATING INCOME: 520,210 7,794 528,004
----------- ----------------- ----------------
OTHER INCOME:
ALLOWANCE FOR OTHER FUNDS USED
DURING CONSTRUCTION 938 938
DEFERRED NUCLEAR PLANTS RETURN-OTHER
FUNDS 31,489 31,489
EQUITY IN EARNINGS OF REGIONAL NUCLEAR
GENERATING COMPANIES 14,005 14,005
WRITE OFF OF PLANT COSTS 0 0
OTHER, NET 17,879 17,879
INCOME TAXES - CREDIT 19,750 19,750
----------- ----------------- ----------------
OTHER INCOME, NET 84,061 0 84,061
----------- ----------------- ----------------
INCOME BEFORE INTEREST CHARGES 604,271 7,794 612,065
----------- ----------------- ----------------
INTEREST CHARGES:
INTEREST ON LONG-TERM DEBT 321,066 321,066
OTHER INTEREST 11,380 18,741 (b) 30,121
ALLOWANCE FOR BORROWED FUNDS USED
DURING CONSTRUCTION (3,216) (3,216)
DEFERRED NUCLEAR PLANTS RETURN -
BORROWED FUNDS, NET OF INCOME TAX (49,657) (49,657)
----------- ----------------- ----------------
TOTAL INTEREST CHARGES 279,573 18,741 298,314
----------- ----------------- ----------------
INCOME BEFORE PREFERRED DIVIDENDS 324,698 (10,947) 313,751
PREFERRED DIVIDENDS OF SUBSIDIARIES 44,918 44,918
----------- ----------------- -----------------
NET INCOME 279,780 (10,947) 268,833
EARNINGS FOR COMMON SHARE 279,780 (10,947) 268,833
* EXPLANATION AT FINANCIAL STATEMENT 10.2.2 PAGE 3 OF 3
</TABLE>
<PAGE>
<TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
CAPITAL STRUCTURE AS OF JUNE 30, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 10.2.2 PAGE 2 OF 3
<CAPTION>
PER BOOK
ADJUSTED TO
PRO FORMA REFLECT
% PER BOOK ADJUSTMENT PRO FORMA %
<S> <C> <C> <C> <C> <C>
DEBT:
LONG-TERM DEBT, NET 59.2% 4,194,688 0 4,194,688 59.2%
PREFERRED STOCK:
NOT SUBJECT TO REDEMPTION 239,700 239,700
SUBJECT TO REDEMPTION 379,000 379,000
------------ ------------ ------------
TOTAL PREFERRED STOCK 8.7% 618,700 0 618,700 8.7%
COMMON EQUITY:
COMMON SHARES 671,048 671,048
CAPITAL SURPLUS, PAID IN 903,137 903,137
RETAINED EARNINGS 927,032 (10,947) 916,085
------------ ------------ ------------
TOTAL COMMON STOCKHOLDER'S EQUI 32.1% 2,280,170 (10,947) 2,269,223 32.1%
------------ ------------ ------------
TOTAL CAPITAL 100.1% 7,093,558 (10,947) 7,082,611 100.1%
</TABLE>
<PAGE>
<TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
EXPLANATION OF ADJUSTMENTS
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 10.2.2 PAGE 3 OF 3
<CAPTION>
DEBIT CREDIT
<S> <C> <C>
(a) CASH 258,500
NOTES PAYABLE 258,500
To record the additional borrowing up to the entire $500 million proposed in this filing.
(b) OTHER INTEREST EXPENSE 18,741
ACCRUED INTEREST 18,741
To record the interest expense on the additional proposed borrowing at Prime:
$258,500 x 7.25% = 18,741
(c) ACCRUED TAXES 7,794
FEDERAL AND STATE INCOME TAX EXPENSE 7,794
To record the reduction in Federal and State income taxes due to the higher interest and fee expenses:
$18,741 x 41.59% = 7,794
</TABLE>
