Commission File Number: 30-246
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM U5S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1994
Filed pursuant to the Public Utility Holding Company Act of 1935 by
NORTHEAST UTILITIES
174 Brush Hill Avenue, West Springfield, Massachusetts 01089-1229
(Corporate Address)
Selden Street, Berlin, Connecticut 06037-1616
(Principal Headquarters)
NORTHEAST UTILITIES
FORM U5S ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1994
TABLE OF CONTENTS
Item Page
- ---- ----
1. System Companies and Investments Therein 2
2. Acquisitions or Sales of Utility Assets 8
3. Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 8
4. Acquisition, Redemption or Retirement of
System Securities 9
5. Investments in Securities of Nonsystem Companies 12
6. Officers and Directors 14
7. Contributions and Public Relations 38
8. Service, Sales and Construction Contracts 38
9. Wholesale Generators and Foreign Utility Companies 40
10. Financial Statements and Exhibits 42
Report of Independent Public Accountants F-1
Signature F-2
-1-
Item 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number
Name of Company of Common % of Issuer Owner's
--------------- Shares Voting Book Book
Name of Owner Name of Issuer Owned Power Value Value
- ------------- -------------- ---------- ------ ------- -------
(000's) (000's)
<S> <C> <C> <C> <C>
Northeast The Connecticut Light and
Utilities (NU) Power Company (3) 12,222,930 100% $1,520,070 $1,520,070
(1)
Public Service Company of
New Hampshire (3) 1,000 100 546,819 546,819
Western Massachusetts
Electric Company (3) 1,072,471 100 288,081 288,081
North Atlantic Energy
Corporation (NAEC) (3) 1,000 100 220,236 220,236
Holyoke Water Power
Company (3) 480,000 100 21,321 21,321
Northeast Utilities
Service Company (4) 1 100 1 1
Northeast Nuclear Energy
Company (5) 1,500 100 16,361 16,361
North Atlantic Energy Service
Corporation (NAESCO) (6) 1,000 100 10 10
The Rocky River Realty
Company (7) 100 100 684 684
The Quinnehtuk Company (7) 3,500 100 (1,065) (1,065)
Charter Oak Energy, Inc. (8) 100 100 18,722 18,722
HEC Inc. (9) 100 100 3,336 3,336
-2-
Item 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994 (Continued)
Number
Name of Company of Common % of Issuer Owner's
--------------- Shares Voting Book Book
Name of Owner Name of Issuer Owned Power Value Value
- ------------- -------------- ---------- ------ ------- -------
(000's) (000's)
The Connecticut Research Park, Incorporated 50 100% $ 56 $ 56
Light and Power
Company (2)(3)*
(CL&P)
The City and Suburban Electric
and Gas Company** 100 100 1 1
Electric Power, Incorporated** 100 100 1 1
--Noninterest Advance 1 1
The Connecticut Transmission
Corporation** 200 100 5 5
The Connecticut Steam Company** 10 100 1 1
The Nutmeg Power Company** 60 100 2 2
Public Service Properties, Inc. (7) 1,000 100 6,967 6,967
Company of
New Hampshire New Hampshire Electric Company** 1 100 1 1
(2)(3)(PSNH)
Western
Massachusetts
Electric Company
(2)(3)(WMECO)
Holyoke Water Holyoke Power and Electric
Power Company (3) Company 4,850 100 (163) (163)
--Variable rate demand notes 424 424
-3-
Number
Name of Company of Common % of Issuer Owner's
--------------- Shares Voting Book Book
Name of Owner Name of Issuer Owned Power Value Value
- ------------- -------------- ---------- ------ ------- -------
(000's) (000's)
Charter Oak Charter Oak (Paris) Inc. 100 100% 1,889 1,889
Energy, Inc. (8)
COE Development Corporation 100 100 11,549 11,549
COE (UK) Corp. 799 79.9 4,338 3,466
COE (Gencoe) Corp. 490 49 71 35
COE Argentina I Corp. (10) 100 100 10 10
COE Argentina II Corp. (11) 100 100 10 10
COE (Gencoe) COE (UK) Corp. 201 20.1 4,338 872
Corp.
HEC, Inc. (9) HEC International Corp. (12) 100 100 10 10
HEC Energy Consulting
Canada, Inc. (13) 100 100 7 7
</TABLE>
*Exempt holding company - see Commission Release Nos. 13048 and 14947.
**Inactive
(1) For information about NU's investment in the hydro-transmission companies,
see Note A to Item 1.
(2) For information regarding CL&P's, PSNH's, and WMECO's investment in
regional nuclear generating companies, see Note A to Item 1.
(3) Electric utility operating subsidiary.
(4) Service company which provides support services for the NU system
companies.
(5) Agent for the NU system companies and other New England utilities in
operating the Millstone nuclear generating facilities.
- 4-
Item 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994
(Continued)
(6) Agent for the joint owners in operating the Seabrook 1 nuclear generating
facility.
(7) Subsidiary which constructs, acquires, or leases some of the property and
facilities used by the system companies.
(8) Directly and through its subsidiaries, COE develops and invests in
cogeneration, small power production, and other forms of non-utility
generation and in exempt wholesale generators and foreign utility
companies, as permitted under the Energy Policy Act of 1992.
(9) Provides demand-side management services for commercial, industrial, and
institutional electric companies.
(10) In January 1994, COE Argentina I Corp., a Connecticut corporation, was
formed for the purpose of participating in the privatization of generating
facilities in the Republic of Argentina.
(11) In March 1994, COE Argentina II Corp., a Connecticut corporation, was
formed for the purpose of investing in the Tucuman cogeneration project in
the Republic of Argentina, and acquired certain rights under a power
contract relating to the Tucuman cogeneration plant.
(12) In October 1994, HEC International, Inc., a Massachusetts corporation, was
formed for the purpose of providing demand-side management energy services
in the western United States and internationally.
(13) In October 1994, HEC Energy Consulting Canada, Inc., a Canadian
corporation, was formed for the purpose of providing demand-side management
energy services in Canada.
-5-
Item 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994
(Continued)
Note A: The following is CL&P's, PSNH's, and WMECO's total investments in
regional nuclear generating companies and Northeast Utilities'
investments in New England Hydro-Transmission Electric Company, Inc.
and New England Hydro-Transmission Corporation:
Number of Percentage Carrying
Common Shares of Voting Value to
Name of Owner Name of Issuer Owned Power Owners
- ------------- -------------- ------------- ---------- --------
(000's)
The Connecticut Connecticut Yankee
Light and Atomic Power Company 120,750 34.5% $35,049
Power Company Maine Yankee Atomic
Power Company 60,000 12.0 8,314
Vermont Yankee Nuclear
Power Corporation 37,242 9.5 5,140
Yankee Atomic Electric
Company 37,583 24.5 6,449
Public Service Connecticut Yankee
Company of Atomic Power Company 17,500 5.0 5,283
New Hampshire Maine Yankee Atomic
Power Company 25,000 5.0 3,407
Vermont Yankee Nuclear
Power Corporation 15,681 4.0 2,091
Yankee Atomic Electric
Company 10,738 7.0 1,804
Western Connecticut Yankee Atomic
Massachusetts Power Company 33,250 9.5 9,641
Electric Company Maine Yankee Atomic Power
Company 15,000 3.0 2,086
Vermont Yankee Nuclear
Power Corporation 9,800 2.5 1,357
Yankee Atomic Electric
Company 10,738 7.0 1,843
Total System Connecticut Yankee
Investment Atomic Power Company 171,500 49.0 49,974
Maine Yankee Atomic
Power Company 100,000 20.0 13,807
Vermont Yankee Nuclear
Power Corporation 62,723 16.0 8,588
Yankee Atomic Electric
Company 59,059 38.5 10,096
-6-
Item 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994
(Continued)
Number of Percentage Carrying
Common Shares of Voting Value to
Name of Owner Name of Issuer Owned Power Owners
- ------------- -------------- ------------- ---------- --------
(000's)
Northeast New England Hydro-
Utilities Transmission
Electric Company, Inc. 906,324 22.7% 16,512
New England Hydro-
Transmission Corporation 5,211 22.7 9,594
-7-
Item 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
1. On February 15, 1994, North Atlantic Energy Corporation acquired
Vermont Electric Generation and Transmission Cooperative's 0.4
percent ownership interest of Seabrook 1, a 1,148-megawatt
generating unit, for approximately $6.4 million.
Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
Descriptions of transactions involving the issue, sale, pledge,
guarantee or assumption of system securities, including short-term
borrowings, have been filed pursuant to Rule 24, with the exception of
certain NU guarantees incident to the procurement of surety bonds and
the issue of certain securities, as described below.
In the ordinary course of their business, the NU subsidiary
companies are required to provide surety or performance bonds. From
time to time, NU guarantees the payment of such a bond by its
subsidiary through the indemnification of the surety company or agency
which has agreed to provide the bond. NU's guarantee of these surety
bonds is exempt from the provisions of Section 12(b) of the Public
Utility Holding Company Act of 1935, pursuant to Rule 45(b)(6)
thereunder. As of December 31, 1994, NU had $5,724,886 of such
guarantees outstanding, which was the highest amount outstanding
during 1994.
In addition, information relating to the following issuances of
securities has been filed on Form U-6B-2 in accordance with Rule 52:
1. Issuance of $40 million principal amount First Mortgage Bonds,
Series X, 6 1/4%, by Western Massachusetts Electric Company on
March 22, 1994.
2. Issuance of $50 million principal amount First Mortgage Bonds,
Series Y, 7 3/4%, by Western Massachusetts Electric Company on
March 22, 1994.
3. Issuance of $140 million principal amount First and Refunding
Mortgage 5 1/2% Bonds, 1994 Series A, by The Connecticut Light
and Power Company on February 17, 1994.
4. Issuance of $140 million principal amount First and Refunding
Mortgage 6 1/8% Bonds, 1994 Series B, by The Connecticut Light
and Power Company on February 17, 1994.
5. Issuance of $115 million principal amount First and Refunding
Mortgage 8 1/2% Bonds, 1994 Series C, by The Connecticut Light
and Power Company on June 1, 1994.
6. Issuance of $140 million principal amount First and Refunding
Mortgage 7 7/8% Bonds, 1994 Series D, by The Connecticut Light
and Power Company on October 12, 1994.
-8-
Item 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES (1)
<TABLE>
<CAPTION>
Amounts Retired/
Amounts Acquired Debt Repayment
------------------------- ------------------------
Number of Number of
Shares or Shares or
Principal Principal
Name of Issuer and Title of Issue Amount Consideration Amount Consideration
- --------------------------------- --------- ------------- --------- -------------
<S> <C> <C> <C> <C>
The Connecticut Light & Power Company
First Mortgage Bonds -
7.625% Series Y of 1972 $ 50,000,000 $ 50,950,000 $ 50,000,000 $ 50,950,000
9.75% Series QQ of 1988 75,000,000 79,837,500 75,000,000 79,837,500
4.50% Series 1964 12,000,000 12,000,000 12,000,000 12,000,000
5.625% Series 1967 20,000,000 20,028,000 20,000,000 20,028,000
6.50% Series 1968 10,000,000 10,013,500 10,000,000 10,013,500
7.125% Series 1968 25,000,000 25,070,000 25,000,000 25,070,000
7.625% Series 1971 30,000,000 30,237,000 30,000,000 30,237,000
7.50% Series 1972 35,000,000 35,316,750 35,000,000 35,316,750
7.50% Series 1973 40,000,000 40,403,611 40,000,000 40,403,611
6.00% Series S of 1967 30,000,000 30,054,000 30,000,000 30,054,000
6.875% Series U of 1968 40,000,000 40,118,000 40,000,000 40,118,000
7.375% Series X of 1971 30,000,000 30,220,500 30,000,000 30,220,500
7.625% Series Z of 1973 50,000,000 50,527,500 50,000,000 50,527,500
9.50% Series RR of 1989 75,000,000 78,417,413 75,000,000 78,417,413
9.375% Series SS of 1989 75,000,000 79,897,167 75,000,000 78,897,167
4.25% Series WW of 1992 170,000,000 170,000,000 170,000,000 170,000,000
------------ ------------ ------------ ------------
$767,000,000 $783,090,941 $767,000,000 $783,090,941
============ ============ ============ ============
Other Notes/Agreements - (2)
Connecticut Resource Recovery
Authority Note $ 7,009,200 $ 7,009,200 $ 7,009,200 $ 7,009,200
Other 10,757 10,757 10,757 10,757
------------ ------------ ------------ ------------
$ 7,019,957 $ 7,019,957 $ 7,019,957 $ 7,019,957
============ ============ ============ ============
- 9 -
Item 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Retired/
Amounts Acquired Debt Repayment
------------------------- ------------------------
Number of Number of
Shares or Shares or
Principal Principal
Name of Issuer and Title of Issue Amount Consideration Amount Consideration
- --------------------------------- --------- ------------- --------- -------------
Western Massachusetts Electric Company
Preferred Stock -
1988 DARTS 200,000 $ 5,000,000 200,000 $ 5,000,000
Series 1987 - 7.60% 93,000 2,325,000 93,000 2,325,000
------------ ------------ ------------ ------------
293,000 $ 7,325,000 293,000 $ 7,325,000
============ ============ ============ ============
First Mortgage Bonds -
7.375% Series H of 1968 $ 15,000,000 $ 15,096,000 $ 15,000,000 $ 15,096,000
7.75% Series J of 1972 30,000,000 30,636,000 30,000,000 30,636,000
9.75% Series R of 1986 24,750,000 26,158,275 24,750,000 26,158,275
10.125% Series T of 1988 33,819,000 33,819,000 33,819,000 33,819,000
5.75% Series F of 1967 150,000 150,000 150,000 150,000
6.75% Series G of 1968 100,000 100,000 100,000 100,000
9.25% Series U of 1990 350,000 350,000 350,000 350,000
------------ ------------ ------------ ------------
$104,169,000 $106,309,275 $104,169,000 $106,309,275
============ ============ ============ ============
Public Service Company of New Hampshire
Variable Rate Term Loan $ 94,000,000 $ 94,000,000 $ 94,000,000 $ 94,000,000
------------ ------------ ------------ ------------
Northeast Nuclear Energy Company
7.17% Senior Notes of 1994 $ 109,188 $ 109,188 $ 109,188 $ 109,188
------------ ------------ ------------ ------------
-10-
Item 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Retired/
Amounts Acquired Debt Repayment
------------------------- ------------------------
Number of Number of
Shares or Shares or
Principal Principal
Name of Issuer and Title of Issue Amount Consideration Amount Consideration
- --------------------------------- --------- ------------- --------- -------------
NU Parent (Parent) (NU-P)
NU-P, as part of its acquisition of Public Service
Company of New Hampshire (PSNH) on June 5, 1992,
issued 8,430,910 warrants to former PSNH equity
security holders. These warrants, which will
expire on June 5, 1997, entitle the holder to
purchase one share of NU common at an excerise
price of $24 per share. As of December 31, 1994,
458,595 shares had been purchased using warrants.
8.58% Series A Note of 1991 $3,000,000 $3,000,000 $3,000,000 $3,000,000
8.38% Series B Note of 1992 6,000,000 6,000,000 6,000,000 6,000,000
---------- ---------- ---------- -----------
$9,000,000 $9,000,000 $9,000,000 $9,000,000
========== ========== ========== ==========
The Rocky River Realty Company
Other Notes/Agreements -
7.875% Installment Note of 1973 (3) $ 618,000 $ 618,000 $ 618,000 $ 618,000
Variable Rate Mortgage Note (3) 48,123 48,123 48,123 48,123
8.81% Series A Note of 1992 583,303 583,303 583,303 583,303
8.82% Series B Note of 1992 372,320 372,320 372,320 372,320
---------- ---------- ---------- ----------
$1,621,746 $1,621,746 $1,621,746 $1,621,746
========== ========== ========== ==========
(1) For acquisitions, redemptions, or retirements of system securities, other than preferred stock, all transactions exempt
pursuant to Rule 42(b)(2) or (4).
(2) Unsecured.
(3) Secured.
</TABLE>
-11-
<TABLE>
<CAPTION>
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Number % of Carrying
Security of Voting Value to
Name of Owner Name of Issuer Owned* Shares Power Owners
- ------------- -------------- -------- ------ ------ --------
<S> <C> <C> <C>
(000's)
Western Massachusetts Massachusetts Mutual
Electric Company Life Insurance Note - - $ 190
======
Public Service Company Amoskeag Industries,
of New Hampshire Inc. Stock 1,000 - $ 100
======
Northeast Utilities Executive Risk
(Parent) Incorporated Stock 37,359 10.46% $ 372
Connecticut Seed Limited
Ventures, Ltd. Partnership - - 264
Interest ------
$ 636
======
8 Subsidiaries (1) Various Stock,
Debentures,
and Notes - - $ 90
======
Charter Oak (Paris) Tenaska III Limited
Inc. Partners, Limited Partnership - - $2,087
Interest ======
Charter Oak Central Termica Stock 4,000 33.3 $5,000
Development Corp. San Miguel de Tucuman, S.A. ======
-12-
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (Continued)
Number % of Carrying
Security of Voting Value to
Name of Owner Name of Issuer Owned* Shares Power Owners
- ------------- -------------- -------- ------ ------ --------
COE (UK) Corp. Encoe Partners General
Partnership - 50% $3,888
Interest ======
*Recorded at cost on owners books. Partnership interests are accounted for under the equity method
of accounting.
(1) The Connecticut Light and Power Company, Western Massachusetts Electric Company, Holyoke Water
Power Company, The Quinnehtuk Company, Northeast Utilities Service Company, Northeast
Utilities (Parent), Public Service Company of New Hampshire, and Rocky River Realty Company.
</TABLE>
-13-
ITEM 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1994
1. The following is a list of the names and principal business addresses of
the individuals who are Trustees of Northeast Utilities (NU), but who
are not officers or directors of any other NU system company. The names
of the officers and directors of system companies appear in Section 2
below.
Cotton Mather Cleveland Denham C. Lunt, Jr.
Mather Associates Lunt Silversmiths
123 Main Street 298 Federal Street
P.O. Box 935 Greenfield, MA 01301
New London, NH 03257
George David William J. Pape II
United Technologies Corporation Waterbury Republican-American
United Technologies Building 398 Meadow Street
Hartford, CT 06101 Waterbury, CT 06720
Donald J. Donahue Robert E. Patricelli
Energy Capital Associates Value Health, Inc.
99 Indian Field Road 22 Waterville Road
Greenwich, CT 06830 Avon, CT 06001
Eugene D. Jones Norman C. Rasmussen
Greiner Inc. Massachusetts Institute of Technology
500 Enterprise Drive 77 Massachusetts Avenue
P.O. Box 4002 Cambridge, MA 02139
Rocky Hill, CT 06067-4002
Gaynor N. Kelley John F. Swope
The Perkin-Elmer Corporation Sheehan, Phinney, Bass & Green
761 Main Avenue 1000 Elm Street
Norwalk, CT 06859 Manchester, NH 03105
Elizabeth T. Kennan
Mount Holyoke College
Office of the President
College Street
So. Hadley, MA 01075
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. Following are the names of and positions held by the officers
and directors of all system companies (excluding the Trustees
of Northeast Utilities who are listed in Section 1 above).
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED AS OF DECEMBER 31, 1994
City and
NU Suburban CL&P
William B. Ellis CH, CH(E), T CH CH, D
Bernard M. Fox P, CEO, T P, CEO VC, D
Robert E. Busch EVP, CFO EVP, CFO EVP, CFO, D
Hugh C. MacKenzie P, D
John F. Opeka D
Cheryl W. Grise SVP,D
Francis L. Kinney SVP
John B. Keane VP, TRS VP, TRS, D VP, TRS, D
Robert G. Abair D
Richard R. Carella VP
Ronald G. Chevalier VP
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman VP
Robert J. Kost VP
Kerry J. Kuhlman VP
Keith R. Marvin VP
Donald B. Miller, Jr.
John T. Muro VP
John W. Noyes VP, C VP, C VP, C
Frank P. Sabatino VP
Stephen E. Scace
Robert P. Wax VP, S, GC VP, S, GC, D VP, S, GC
Roger C. Zaklukiewicz VP
Edward M. Richters
Theresa H. Allsop D
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum***
William T. Frain, Jr.** D
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
COE COE Argen I COE Argen II
William B. Ellis CH, D CH, D CH, D
Bernard M. Fox P, CEO, D P, CEO, D P, CEO, D
Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D
Hugh C. MacKenzie
John F. Opeka EVP, D
Cheryl W. Grise
Francis L. Kinney
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Robert G. Abair
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman VP, D
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes VP, C
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
Edward M. Richters
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum***
William T. Frain, Jr.**
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
COE Develop COE GENCOE COE UK
William B. Ellis CH, D CH CH
Bernard M. Fox P, CEO, D P, CEO P, CEO
Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D
Hugh C. MacKenzie
John F. Opeka
Cheryl W. Grise
Francis L. Kinney
John B. Keane VP, TRS, D VP, TRS VP, TRS
Robert G. Abair
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
Edward M. Richters
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum***
William T. Frain, Jr.**
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry D D
Eugene G. Vertefeuille D
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
CO(Paris) Conn Steam Conn Trans
William B. Ellis CH, D CH CH
Bernard M. Fox P, CEO, D P, CEO P, CEO
Robert E. Busch EVP, CFO, D EVP, CFO EVP, CFO
Hugh C. MacKenzie
John F. Opeka
Cheryl W. Grise
Francis L. Kinney
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Robert G. Abair
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes VP, C VP, C
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC VP, S, GC, D VP, S, GC, D
Roger C. Zaklukiewicz
Edward M. Richters
Theresa H. Allsop D D
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum***
William T. Frain, Jr.**
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
Encoe
EPI Partners(5) HEC
William B. Ellis CH CH CH, D
Bernard M. Fox P, CEO P, CEO CEO, D
Robert E. Busch EVP, CFO EVP, CFO, D D
Hugh C. MacKenzie CH(E), D
John F. Opeka
Cheryl W. Grise
Francis L. Kinney
John B. Keane VP, TRS, D VP, TRS D
Robert G. Abair
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman D
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes VP, C
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC, D VP, S, GC
Roger C. Zaklukiewicz
Edward M. Richters
Theresa H. Allsop D
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank* VP
David S. Dayton* VP, D
Linda A. Jensen* VP, TRS, CL
Thomas W. Philbin* P, D
James B. Redden* VP
Ted C. Feigenbaum***
William T. Frain, Jr.**
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry D
Eugene G. Vertefeuille D
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
HEC
HEC Canada International HP&E
William B. Ellis CH, D CH, D
Bernard M. Fox CEO, D VC, CEO, D
Robert E. Busch D EVP, CFO, D
Hugh C. MacKenzie D P, D
John F. Opeka D
Cheryl W. Grise SVP, D
Francis L. Kinney SVP
John B. Keane D VP, TRS, D
Robert G. Abair VP, CAO, D
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
Donald B. Miller, Jr.
John T. Muro
John W. Noyes VP, C
Frank P. Sabatino VP
Stephen E. Scace
Robert P. Wax S VP, S, GC
Roger C. Zaklukiewicz VP
Edward M. Richters
Theresa H. Allsop
Thomas V. Foley CL
Janice P. Jacque
H. Donald Burbank* VP
David S. Dayton* VP, D
Linda A. Jensen* VP, T VP, T, C
Thomas W. Philbin* P P, D
James B. Redden* VP
Ted C. Feigenbaum***
William T. Frain, Jr.** D
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4) D
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
HWP NAEC NAESCO
William B. Ellis CH, D CH, D CH, D
Bernard M. Fox VC, CEO, D VC, CEO, D VC, CEO, D
Robert E. Busch EVP, CFO, D P, CFO, D P, CFO, D
Hugh C. MacKenzie P, D D D
John F. Opeka D EVP, D EVP, D
Cheryl W. Grise SVP, D SVP, D D
Francis L. Kinney SVP SVP
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Robert G. Abair VP, CAO, D
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba VP
Tod O. Dixon VP
Barry Ilberman VP VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP VP
Donald B. Miller, Jr.
John T. Muro VP
John W. Noyes VP, C VP, C VP, C
Frank P. Sabatino VP
Stephen E. Scace VP
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz VP
Edward M. Richters
Theresa H. Allsop
Thomas V. Foley CL
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum*** SVP, D SVP, CNO, D
William T. Frain, Jr.** D D D
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
NHEC NNECO NUSCO
William B. Ellis CH, D CH, D
Bernard M. Fox VC, CEO, D P, CEO, D
Robert E. Busch P, CFO, D PE, D
Hugh C. MacKenzie D PR, D
John F. Opeka EVP, D EVP, D
Cheryl W. Grise SVP, D SVP,D
Francis L. Kinney SVP SVP
John B. Keane VP, TRS VP, TRS, D VP, TRS, D
Robert G. Abair D D
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba VP VP
Tod O. Dixon VP
Barry Ilberman VP VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP VP
Donald B. Miller, Jr. SVP
John T. Muro VP
John W. Noyes COMP VP, C VP, C
Frank P. Sabatino VP
Stephen E. Scace VP VP
Robert P. Wax VP, S, GC VP, S, GC
Roger C. Zaklukiewicz VP
Edward M. Richters AVP
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum***
William T. Frain, Jr.** P, D D D
David H. Boguslawski** VP, D
Gary A. Long** VP, D
Robert A. Bersak** S, D
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
Properties,
Nutmeg Power Inc. PSNH
William B. Ellis CH CH, CH(E), D
Bernard M. Fox P, CEO VC, CEO, D
Robert E. Busch EVP, CFO EVP, CFO
Hugh C. MacKenzie D
John F. Opeka
Cheryl W. Grise D
Francis L. Kinney
John B. Keane VP, TRS, D VP, TRS VP, TRS
Robert G. Abair
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes VP, C COMP VP, C
Frank P. Sabatino VP
Stephen E. Scace
Robert P. Wax VP, S, GC, D VP, S, GC, D
Roger C. Zaklukiewicz
Edward M. Richters
Theresa H. Allsop D
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum***
William T. Frain, Jr.** P, D P,COO, D
David H. Boguslawski** VP, D VP
Gary A. Long** VP, D VP
Robert A. Bersak** S, D
John C. Collins (1) D
Gerald Letendre (2) D
Jane E. Newman (3) D
Paul E. Ramsey** D
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
Quinn. Research Park RRR
William B. Ellis CH, D CH, D CH, D
Bernard M. Fox P, CEO, D P, CEO, D P, CEO, D
Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D
Hugh C. MacKenzie EVP, D EVP, D EVP, D
John F. Opeka D D D
Cheryl W. Grise SVP, D SVP,D SVP,D
Francis L. Kinney SVP SVP SVP
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Robert G. Abair VP, CAO, D D D
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman VP VP VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP VP VP
Donald B. Miller, Jr.
John T. Muro
John W. Noyes VP, C VP, C VP, C
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz VP VP VP
Edward M. Richters
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque CL
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum***
William T. Frain, Jr.** D D D
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. (Continued)
WMECO CL&P Capital(6)
William B. Ellis CH, D
Bernard M. Fox VC, D
Robert E. Busch EVP, CFO, D
Hugh C. MacKenzie P, D
John F. Opeka D
Cheryl W. Grise SVP, D
Francis L. Kinney SVP
John B. Keane VP, TRS, D
Robert G. Abair VP, CAO, D
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba
Tod O. Dixon
Barry Ilberman VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
Donald B. Miller, Jr.
John T. Muro VP
John W. Noyes VP, C
Frank P. Sabatino VP
Stephen E. Scace
Robert P. Wax VP, S, GC
Roger C. Zaklukiewicz VP
Edward M. Richters
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque CL
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum***
William T. Frain, Jr.** D
David H. Boguslawski**
Gary A. Long**
Robert A. Bersak**
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Paul E. Ramsey**
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
The principal business address of the individuals listed above is 107 Selden
Street, Berlin, Connecticut 06037-1616, except for those individuals
designated by a single asterisk (*), whose principal business address is 24
Prime Parkway, Natick, Massachusetts 01760; a double asterisk (**), whose
principal business address is 1000 Elm Street, Manchester, New Hampshire
03101; and a triple asterisk (***), whose principal business address is
Lafayette Road, Seabrook, New Hampshire 03874.
(1) Mr. Collins' principal business address is: The Hitchcock Clinic, The
Dartmouth-Hitchcock Medical Center, One Medical Center Drive, Lebanon,
New Hampshire 03756.
(2) Mr. Letendre's principal business address is: Diamond Casting & Machine
Co., Inc., P.O. Box 420, Route 130, Hollis, New Hampshire 03049.
(3) Ms. Newman's principal business address is: Coastal Broadcasting
Corporation, 400 Lafayette Road, Suite B-6, Hampton, New Hampshire
03842.
(4) Mr. Stremlaw's principal business address is: HEC Energy Consulting
Canada Inc., 285 Yorkland Blvd., Willowdale, Ontario Canada, M2J 1S5.
(5) Encoe Partners is a partnership comprised of COE (UK) Corp. and Enron.
The officers and directors listed for Encoe Partners are the officers
and directors of COE (UK) Corp.
(6) CL&P Capital is a partnership in which CL&P serves as general partner
and NUSCO serves as limited partner.
KEY:
AVP - Assistant Vice President
C - Controller
CAO - Chief Administrative Officer
CEO - Chief Executive Officer
CFO - Chief Financial Officer
COMP - Comptroller
COO - Chief Operating Officer
CH - Chairman
CH(E) - Chairman of the Executive Committee
CL - Clerk
CNO - Chief Nuclear Officer
D - Director
EVP - Executive Vice President
GC - General Counsel
P - President
PE - President - Energy Resources Group
PR - President - Retail Business Group
S - Secretary
SVP - Senior Vice President
T - Trustee
TRS - Treasurer
VC - Vice Chairman
VP - Vice President
NU - Northeast Utilities
City and - The City and Suburban Electric and Gas Company (CL&P
Suburban Subsidiary)
CL&P - The Connecticut Light and Power Company
COE - Charter Oak Energy,Inc.
COE Argen I - COE Argentina I Corp. (Charter Oak Energy Subsidiary)
COE Argen II - COE Argentina II Corp. (Charter Oak Energy Subsidiary)
COE Develop - COE Development Corporation (Charter Oak Energy
Subsidiary)
COE Gencoe - COE (Gencoe) Corp. (Charter Oak Energy Subsidiary)
COE UK - COE (UK) Corp. (Charter Oak Energy Subsidiary)
CO (Paris) - Charter Oak (Paris) Inc. (Charter Oak Energy
Subsidiary)
Conn Steam - The Connecticut Steam Company (CL&P Subsidiary)
Conn Trans - The Connecticut Transmission Corporation (CL&P
Subsidiary)
Electric - Electric Power, Incorporated (CL&P Subsidiary)
Power, Inc.
HEC - HEC Inc.
HEC Canada - HEC Energy Consulting Canada Inc. (HEC Subsidiary)
HEC - HEC International Corporation (HEC Subsidiary)
International
HP&E - Holyoke Power and Electric Company (HWP Subsidiary)
HWP - Holyoke Water Power Company
NAEC - North Atlantic Energy Corporation
NAESCO - North Atlantic Energy Service Corporation
NHEC - New Hampshire Electric Company
NNECO - Northeast Nuclear Energy Company
NUSCO - Northeast Utilities Service Company
Nutmeg Power - The Nutmeg Power Company (CL&P Subsidiary)
Properties, Inc. - Properties, Inc. (PSNH Subsidiary)
PSNH - Public Service Company of New Hampshire
Quinn. - The Quinnehtuk Company
Research Park - Research Park, Inc. (CL&P Subsidiary)
RRR - The Rocky River Realty Company
WMECO - Western Massachusetts Electric Company
ITEM 6. OFFICERS AND DIRECTORS (Continued)
Part II. The following is a list of the officers, Directors and Trustees who
have financial connections within the provisions of Section 17(c)
of the Act.
Name and Position
Name of Location of Held in Applicable
Officer Financial Financial Exemption
or Director Institution Institution Rule*
(1) (2) (3) (4)
Robert G. Abair Easthampton Savings Trustee C, F
Bank
East Hampton, MA
Cotton Mather Cleveland Bank of Ireland Director A
First Holdings
Manchester, NH
First NH Banks, Inc. Director A
Manchester, NH
John C. Collins Fleet Bank - Director C
New Hampshire
Nashua, NH
Bernard M. Fox Shawmut National Corp. Director A, C, E, F
Boston, MA
Francis L. Kinney Mid-Conn Bank Director F
Berlin, CT
* "A" designates Rule 70(a)(1) and (2);
"C" designates Rule 70(c)(1) and (2);
"E" designates Rule 70(e)(1) and (2); and
"F" designates Rule 70(f)(1) and (2).
ITEM 6. OFFICERS AND DIRECTORS (Continued)
Part III. The information provided herein is applicable to all system
companies, except as indicated otherwise.
a. COMPENSATION OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Trustees
During 1994, each Trustee who was not an employee of Northeast
Utilities or its subsidiaries was compensated at an annual rate of
$17,000 cash plus 100 common shares of Northeast Utilities, and received
$900 for each meeting of the Board or its committees attended. Each of
the Chairman of the Audit Committee, the Corporate Responsibility
Committee and the Committee on Organization, Compensation and Board
Affairs were compensated during 1994 at an additional annual rate of
$3,000. Pursuant to the Northeast Utilities Deferred Compensation Plan
for Trustees, established by the Board in 1980, Ms. Cleveland elected to
defer all cash payments for her 1994 service as a Trustee until
termination of her service as a Trustee, at which time she will receive
her deferred compensation in five annual installments.
In December 1994, the Board of Trustees approved changes to the
Deferred Compensation Plan, and each non-employee Trustee was given the
option, before the beginning of the year, to irrevocably elect to
convert all or any portion of his or her 1995 annual retainer cash
compensation into common shares of Northeast Utilities, to be purchased
on the open market on each quarterly date of payment. Each such Trustee
was also given the opportunity during December, 1994, pursuant to the
Deferred Compensation Plan, to irrevocably elect to defer receipt of
some or all cash and/or share compensation to a date beyond December 31,
1995. Deferred share compensation is reflected on the account of the
Company at a price per share equal to the closing price of a common
share of Northeast Utilities on the date of payment. Messrs. Cleveland,
Kelley, Lunt and Pape and Mmes. Cleveland and Kennan elected to defer
all or a portion of 1995 compensation under this plan.
During 1994, each Director of PSNH who was not an employee of
Northeast Utilities or its subsidiaries was compensated at an annual
rate of $10,000 in cash and received $500 for each meeting of the Board
or its committees attended. Each of the Chairman of the Audit
Committee, the Corporate Responsibility Committee, the Finance Committee
and the Utility Operations Committee were compensated during 1994 at an
additional rate of $1,500.
Cash Compensation of Directors and Executive Officers
All cash compensation paid by the system companies in 1994 to each
of the five highest paid executive officers of the system companies, and
to all executive officers of the system companies as a group, appears
below.
<TABLE>
<CAPTION> Annual Compensation Long Term Compensation
------------------------------ ------------------------------
Awards Payouts
--------------------- --------
Name and Year Salary Bonus ($) Other Restricted Options/ Long All Other
Principal ($) (Note 1) Annual Stock Stock Term Compensa-
Position Compen- Award(s) Apprecia- Incentive tion ($)
sation ($) tion Program (Note 2)
($) Rights(#) Payouts
($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------- ------- ------- ---------- ------- ---------- --------- -------- ---------
Bernard M. Fox 1994 544,459 (Note 3) None None None 115,771 4,500
(Note 4) 1993 478,775 180,780 None None None 61,155 7,033
(Note 5) 1992 424,517 54,340 None None None 19,493 6,860
- ----------------------------------------------------------------------------------------------------
William B. Ellis 1994 457,769 (Note 3) None None None 185,003 4,500
(Note 4) 1993 521,250 160,693 None None None 87,363 None
(Note 5) 1992 522,212 97,029 None None None 30,707 None
- ----------------------------------------------------------------------------------------------------
Robert E. Busch 1994 346,122 (Note 3) None None None 44,073 4,500
(Note 5) 1993 255,915 78,673 None None None 32,337 7,072
1992 236,654 27,934 None None None 10,040 6,866
- ----------------------------------------------------------------------------------------------------
John F. Opeka 1994 283,069 (Note 3) None None None 54,556 4,500
(Note 5) 1993 277,304 58,259 None None None 40,014 6,875
1992 268,958 19,644 None None None 14,017 6,813
- ----------------------------------------------------------------------------------------------------
Hugh C. MacKenzie 1994 245,832 (Note 3) None None None 40,449 4,500
(Note 5) 1993 192,502 51,765 None None None 28,000 5,775
1992 178,818 22,045 None None None 7,196 5,322
- ----------------------------------------------------------------------------------------------------
</TABLE>
Notes:
1. Awards under the 1992 short-term program of the Northeast Utilities
Executive Incentive Plan (EIP) were paid in 1993 in the form of
unrestricted stock. Awards under the 1993 short-term EIP program were
paid in 1994 in the form of cash. In accordance with the
requirements of the SEC, these awards are included as "bonus" in the
years earned.
2. "All Other Compensation" consists of employer matching
contributions under the 401(k) Plan, generally available to all eligible
employees.
3. Awards under the short-term program of the EIP have typically been
made by the Committee on Organization, Compensation and Board Affairs
in April each year. Based on preliminary estimates of corporate
performance, and assuming that the individual performance levels of
Messrs. Busch, Opeka and MacKenzie approximate those of other system
officers, it is estimated that the five executive officers listed in
the table above would receive the following awards: Mr. Fox -
$303,000; Mr. Ellis - $127,000; Mr. Busch - $165,000;
Mr. Opeka - $81,000; and Mr. MacKenzie - $108,000.
4. Mr. Fox served as President and Chief Operating Officer until July
1, 1993, when he became President and Chief Executive Officer. Mr.
Ellis served as Chairman of the Board and Chief Executive Officer
until July 1, 1993, when he became Chairman of the Board.
5. The titles for these executive officers are listed by company in
Part I of Item 6.
PENSION BENEFITS
The following table shows the estimated annual retirement benefits
payable to an executive officer of Northeast Utilities upon retirement,
assuming that retirement occurs at age 65 and that the officer is at that
time not only eligible for a pension benefit under the Northeast Utilities
Service Company Retirement Plan (the Retirement Plan) but also eligible
for the "make-whole benefit" and the "target benefit" under the
Supplemental Executive Retirement Plan for Officers of Northeast Utilities
System Companies (the Supplemental Plan). The Supplemental Plan is a non-
qualified pension plan providing supplemental retirement income to System
officers. The "make-whole benefit" under the Supplemental Plan makes up
for benefits lost through application of certain tax code limitations on
the benefits that may be provided under the Retirement Plan, and is
available to all officers. The "target benefit" further supplements these
benefits and is available to officers at the Senior Vice President level
and higher who are selected by the Board of Trustees to participate in the
target benefit and who remain in the employ of Northeast Utilities
companies until at least age 60 (unless the Board of Trustees sets an
earlier age). Each of the executive officers of Northeast Utilities named
in the Summary Compensation Table above is currently eligible for a target
benefit. If an executive officer were not eligible for a target benefit
at the time of retirement, a lower level of retirement benefits would be
paid.
The benefits presented are based on a straight life annuity
beginning at age 65 and do not take into account any reduction for joint
and survivorship annuity payments.
FINAL YEARS OF CREDITED SERVICE
AVERAGE
COMPENSATION
15 20 25 30 35
$200,000 $72,000 $96,000 $120,000 $120,000 $120,000
250,000 90,000 120,000 150,000 150,000 150,000
300,000 108,000 144,000 180,000 180,000 180,000
350,000 126,000 168,000 210,000 210,000 210,000
400,000 144,000 192,000 240,000 240,000 240,000
450,000 162,000 216,000 270,000 270,000 270,000
500,000 180,000 240,000 300,000 300,000 300,000
600,000 216,000 288,000 360,000 360,000 360,000
700,000 252,000 336,000 420,000 420,000 420,000
800,000 288,000 384,000 480,000 480,000 480,000
900,000 324,000 432,000 540,000 540,000 540,000
1,000,000 360,000 480,000 600,000 600,000 600,000
1,100,000 396,000 528,000 660,000 660,000 660,000
1,200,000 432,000 576,000 720,000 720,000 720,000
Final average compensation for purposes of calculating the "target benefit"
is the highest average annual compensation of the participant during any
36 consecutive months compensation was earned. Compensation taken into
account under the "target benefit" described above includes salary, bonus,
restricted stock awards, and long-term incentive payouts shown in the
Summary Compensation Table above, but does not include employer matching
contributions under the 401(k) Plan. In the event that an officer's
employment terminates because of disability, the retirement benefits shown
above would be offset by the amount of any disability benefits payable to
the recipient that are attributable to contributions made by Northeast
Utilities and its subsidiaries under long term disability plans and
policies.
As of December 31, 1994, the five executive officers named in the
Summary Compensation Table above had the following years of credited
service for retirement compensation purposes: Mr. Fox - 30, Mr. Ellis -
18, Mr. Busch - 21, Mr. Opeka - 24, and Mr. MacKenzie - 29. Assuming
that retirement were to occur at age 65 for these officers, retirement
would occur with 43, 29, 38, 35 and 41 years of credited service,
respectively.
In 1992 Northeast Utilities entered into agreements with Messrs.
Ellis and Fox to provide for an orderly Chief Executive Officer
succession. The agreement with Mr. Ellis calls for him to work with the
Board and Mr. Fox to effect the orderly transition of his responsibilities
to Mr. Fox. In accordance with the agreement, Mr. Ellis stepped down as
Chief Executive Officer as of July 1, 1993. The agreement anticipates his
retirement as of August 1, 1995.
The agreement provides that, upon his retirement, Mr. Ellis will be
entitled to receive from Northeast Utilities and its subsidiaries a target
benefit under the Supplemental Plan. His target benefit will be based on
the greater of his actual final average compensation or an amount
determined as if his salary had increased each year since 1991 at a rate
equal to the average rate of the increases of all other target benefit
participants and as if he had received incentive awards each year based on
this modified salary, but with the same performance as the Chief Executive
Officer at the time. The agreement also provides specified death and
disability benefits for the period before Mr. Ellis's 1995 retirement.
The agreement with Mr. Fox states that if he is terminated as Chief
Executive Officer without cause, he will be entitled to specified
severance pay and benefits. Those benefits consist primarily of (i) two
years' base pay, medical, dental and life insurance benefits, (ii) a
supplemental retirement benefit equal to the difference between the target
benefit he would be entitled to receive if he had reached the age of 55 on
the termination date and the actual target benefit to which he is entitled
as of the termination date, and (iii) a target benefit under the
Supplemental Plan, notwithstanding that he might not have reached age 60
on the termination date and notwithstanding other forfeiture provisions of
that plan. The agreement also provides specified death and disability
benefits. The agreement terminates two years after Northeast Utilities
gives Mr. Fox a notice of termination, but no earlier than the date he
becomes 55.
The agreements do not address the officers' normal compensation and
benefits, which are to be determined by the Committee and the Board in
accordance with their customary practices.
b. SECURITY OWNERSHIP OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information as of February 28, 1995, as
to the beneficial ownership of the equity securities of NU for each
Trustee, each of the five highest paid executive officers of NU and its
subsidiaries, and Directors and executive officers of system companies.
Unless otherwise noted, each Trustee and executive officer has sole voting
and investment power with respect to the listed shares. The numbers in
parentheses reflect that portion of the beneficially owned shares shown
for each executive officer that are held under the Northeast Utilities
Service Company Supplemental Retirement and Savings Plan as to which the
officer has no investment power. No equity securities of other system
companies are owned by Trustees, Directors or executive officers.
Amount and
Nature of
Title Of Name of Beneficial Percent of
Class Beneficial Owner Ownership Class (1)
NU Common Robert G. Abair 5,323 shares
NU Common Theresa H. Allsop (2) 1,170 shares
NU Common Robert E. Busch 7,301 shares
NU Common *Cotton Mather Cleveland (3) 1,673 shares
NU Common John C. Collins (4)(5) 25 shares
NU Common *George David 878 shares
NU Common David S. Dayton (6) 22 shares
NU Common *Donald J. Donahue 2,455 shares
NU Common *William B. Ellis (7) 10,360 shares
NU Common Ted C. Feigenbaum(8) 299 shares
NU Common *Bernard M. Fox (9) 19,911 shares
NU Common William T. Frain, Jr. 1,108 shares
NU Common Cheryl W. Grise 2,291 shares
NU Common *Eugene D. Jones 2,775 shares
NU Common John B. Keane 1,374 shares
NU Common *Gaynor N. Kelly 504 shares
NU Common *Elizabeth T. Kennan 1,423 shares
NU Common Francis L. Kinney(10) 2,415 shares
NU Common Gerald Letendre (5) 0 shares
NU Common *Denhan C. Lunt, Jr. (11) 2,786 shares
NU Common Hugh C. MacKenzie(12)(13) 5,902 shares
NU Common Jane E. Newman (5) 0 shares
NU Common John W. Noyes 3,272 shares
NU Common John F. Opeka (13)(14) 18,271 shares
NU Common *William J. Pape II 1,977 shares
NU Common *Robert E. Patricelli 1,418 shares
NU Common Thomas W. Philbin (6) 35 shares
NU Common Paul E. Ramsey (15) 18 shares
NU Common *Norman C. Rasmussen 1,320 shares
NU Common *John F. Swope 1,320 shares
NU Common Robert P. Wax (16) 1,963 shares
Amount beneficially owned by Trustees, Directors and executive officers
as a group 99,589 shares.
*NU Trustee
(1) As of February 28, 1995 there were 134,210,358 common shares of NU
outstanding. The percentage of such shares beneficially owned by
any Director or Executive Officer, or by all Directors and
Executive Officers of CL&P, PSNH, WMECO and NAEC as a group, does
not exceed one percent.
(2) Mrs. Allsop is a Director of inactive system companies only.
(3) 1,070 of these shares are held in a trust.
(4) Mr. Collins shares voting and investment power with his wife for
25 shares.
(5) Messrs. Collins and Letendre and Ms. Newman are Directors of
PSNH only.
(6) Directors of HEC Inc. only.
(7) Mr. Ellis shares voting and investment power with his wife for
1,208 shares.
(8) Mr. Feigenbaum is a Director of NAEC and North Atlantic Energy
Service Corporation only.
(9) Mr. Fox shares voting and investment power with his wife for 3,031
of these shares. In addition, Mr. Fox's wife has sole voting and
investment power for 140 shares, as to which Mr. Fox disclaims
beneficial ownership.
(10) Mr. Kinney shares voting and investment power with his wife for
525 shares.
(11) Mr. Lunt shares voting and investment power for 2,271 shares with a
banking institution under an indenture.
(12) Mr. MacKenzie shares voting and investment power with his wife for
1,361 shares.
(13) Messrs. MacKenzie and Opeka are not officers of PSNH, but in their
capacity as officers (with their stated titles) of NUSCO, an
affiliate of PSNH, they perform policy-making functions for PSNH.
(14) Mr. Opeka shares voting and investment power with his wife for
1,718 shares.
(15) Mr. Ramsey is a Director of Properties, Inc. only.
(16) Mr. Wax is a Director of PSNH and inactive system companies only.
c. CONTRACTS AND TRANSACTIONS OF TRUSTEES, DIRECTORS AND EXECUTIVE
OFFICERS WITH SYSTEM COMPANIES
Northeast Utilities Service Company (NUSCO), a subsidiary of Northeast
Utilities, selected ValueRx, a subsidiary of Value Health, Inc., through a
competitive bid process to serve as one of NUSCO's prescription drug
providers under its Group Insurance Plan during 1994. The total payments
made by NUSCO to ValueRx during 1994 to administer the Company's
prescription drug program were $900,000. Mr. Patricelli, who is standing
for re-election as a Trustee of Northeast Utilities, is Founder, Chairman
and Chief Executive Officer of Value Health, Inc.
The law firm of Sheehan, Phinney, Bass & Green rendered legal services
to North Atlantic Energy Service Corporation, a subsidiary of Northeast
Utilities, for which fees paid in 1994 totaled approximately $53,000. Mr.
Swope, who is standing for re-election as a Trustee of Northeast
Utilities, is of counsel to the firm.
d. INDEBTEDNESS OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS OF
SYSTEM COMPANIES
No disclosure has been made in any system company's most recent proxy
statement or annual report on Form 10-K because no Trustee, Director or
executive officer was indebted to a system company during 1994.
e. PARTICIPATION OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS IN
BONUS AND PROFIT-SHARING ARRANGEMENTS
This disclosure was included in the discussion of compensation in Part
III, Section (a) above.
f. RIGHTS TO INDEMNITY OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
No disclosures were made in any system company's most recent proxy
statement or annual report on Form 10-K with respect to the rights to
indemnity of Trustees, Directors or executive officers.
Item 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) There were no expenditures, disbursements or payments made during 1994, in
money, goods or services, directly or indirectly, to or for the account of
any political party, candidate for public office or holder of such office,
or any committee or agent therefor.
(2) The following expenditures, disbursements or payments were made during
1994 to citizens groups or public relations counsel:
Name of
System Name of Purpose of Account
Company Ultimate Beneficiary Total Paid the Payment Charged
- ------- -------------------- ---------- ----------- -------
Corporate Communications:
CL&P Marquardt & Roche $18,200 Public Relations 923.99
Demand-Side Management:
CL&P Marquardt & Roche $38,900 Public Relations 909.15
& WMECO
Economic Development:
CL&P Marquardt & Roche $27,300 Public Relations 923.99
Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
PART I:
1. In 1994, HEC, Inc. provided energy management and/or demand-side management
services to one or more system companies, as authorized by prior Commission
orders under the Act, in an aggregate amount of less than $100,000 for each
company.
2. In 1994, Public Service Company of New Hampshire (PSNH) rendered the
following services to North Atlantic Energy Service Corporation (NAESCO):
Description of Service Amount
(Thousands of Dollars)
Employee Related Expenses $190
Construction Services 60
Transmission Services 37
Legal Services 10
Accounting and Auditing Services 21
Miscellaneous Services 69
3. In 1994, the following revenues were received from NAESCO in connection
with leasing PSNH assets.
Newington $258*
* Includes operation and maintenance charges and property taxes associated
with leased property.
PART II:
See Item 6, Part III(c).
PART III:
None to be reported.
Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I.
(a) Identification of company:
1. Company: Encoe Partners
2. Location: 34 Park Street
London W1Y 3LE
3. Business address: Same
4. Description: An English general partnership formed for the
sole purpose of building, owning, and
operating a power generating facility and
acquiring certain rights and obligations under
a power contract relating to the 1,875 MW
gas-fired combined cycle power plant in
Teesside, Wilton, Cleveland, England
(Teesside).
5. System company that
holds interest: COE (Gencoe) Corp. and COE (UK) Corp. both
Connecticut corporations.
(b) Capital investment in company by NU, direct or indirect:
1. Type: Capital contribution
2. Amount: $6.6 million
3. Debt: Promissory note for Charter Oak Energy, Inc.
to loan COE (Gencoe) Corp. $757,023.78.
4. Other financial
obligations with
recourse to NU
or another system
company: None
5. Guarantees by NU: None
Transfer of assets to an affiliated EWG or FUCO:
1. Market value: None
2. Book value: None
3. Sale price: None
(c) State the ratio of debt to common equity and earnings as of 12/31/94:
1. Ratio of debt
to common equity: .194
2. Earnings: $1,249,327
(d) Service, Sales or Construction Contracts: None
Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
PART II.
An organizational chart showing the relationship of the foreign utility
company to other NU system companies is provided as Exhibit H. Required
financial data is provided as Exhibit I.
PART III.
(a) NU's aggregate investment in EWGs and FUCOs, respectively, as of
12/31/94:
EWGs: $0.0 million
FUCOs: $6.6 million
(b) Ratio of aggregate investment to aggregate retained earnings of NU's
public-utility subsidiary companies as of 12/31/94: 0.006
Item 10. FINANCIAL STATEMENTS AND EXHIBITS Page
----
Financial Statements filed pursuant to the
Public Utility Holding Company Act of 1935.
Report of Independent Public Accountants F-1
Signature F-2
Financial Statements
Northeast Utilities and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1994 F-4--F-7
Consolidating Statement of Income for year ended
December 31, 1994 F-8--F-9
Consolidating Statement of Retained Earnings for year
ended December 31, 1994 F-10--F-11
Consolidating Statement of Capital Surplus, Paid In
for the year ended December 31, 1994 F-10--F-11
Consolidating Statement of Cash Flows for year ended
December 31, 1994 F-12--F-13
The Connecticut Light and Power Company and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1994 F-14--F-15
Consolidating Statement of Income for year ended
December 31, 1994 F-16
Consolidating Statement of Retained Earnings for
year ended December 31, 1994 F-17
Consolidating Statement of Capital Surplus, Paid In
for the year ended December 31, 1994 F-17
Consolidating Statement of Cash Flows for year ended
December 31, 1994 F-18
Public Service Company of New Hampshire and Subsidiary:
Consolidating Balance Sheet as of December 31, 1994 F-20--F-21
Consolidating Statement of Income for year ended
December 31, 1994 F-22
Consolidating Statement of Retained Earnings for
year ended December 31, 1994 F-23
Consolidating Statement of Capital Surplus, Paid In
for the year ended December 31, 1994 F-23
Consolidating Statement of Cash Flows for year ended
December 31, 1994 F-24
Holyoke Water Power Company and Subsidiary:
Consolidating Balance Sheet as of December 31, 1994 F-26--F-27
Consolidating Statement of Income for year ended
December 31, 1994 F-28
Consolidating Statement of Retained Earnings for
year ended December 31, 1994 F-29
Consolidating Statement of Capital Surplus, Paid In
for the year ended December 31, 1994 F-29
Consolidating Statement of Cash Flows for year ended
December 31, 1994 F-30
Item 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued) Page
----
Charter Oak Energy Incorporated and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1994 F-32--F-35
Consolidating Statement of Income for year ended
December 31, 1994 F-36--F-37
Consolidating Statement of Retained Earnings for
year ended December 31, 1994 F-38--F-39
Consolidating Statement of Capital Surplus, Paid In
for the year ended December 31, 1994 F-38--F-39
Consolidating Statement of Cash Flows for year ended
December 31, 1994 F-40--F-41
HEC Incorporated and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1994 F-42--F-43
Consolidating Statement of Income for the year
ended December 31, 1994 F-44
Consolidating Statement of Retained Earnings for
the year ended December 31, 1994 F-45
Consolidating Statement of Capital Surplus,
Paid In for the year ended December 31, 1994 F-45
Consolidating Statement of Cash Flows for the
year ended December 31, 1994 F-46
Notes to Financial Statements F-47
Exhibits E-1--E-14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Northeast Utilities and Subsidiaries:
We have audited the consolidated balance sheet and consolidated statement
of capitalization of Northeast Utilities (a Massachusetts trust) and
subsidiaries as of December 31, 1994, and the related consolidated statements of
income, common shareholders' equity, cash flows, and income taxes for the year
then ended, included in the 1994 annual report to shareholders and incorporated
by reference in this Form U5S. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Northeast Utilities and
subsidiaries as of December 31, 1994, and the results of their operations and
cash flows for the year then ended, in conformity with generally accepted
accounting principles.
As explained in Notes 1B, 5B, and 6 to the financial statements, effective
January 1, 1993, Northeast Utilities and subsidiaries changed their methods of
accounting for property taxes, postretirement benefits other than pensions, and
employee stock ownership plans.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 17, 1995
F-1
SIGNATURE
Northeast Utilities, a registered holding company, has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized,
pursuant to the requirements of the Public Utility Holding Company Act of 1935.
NORTHEAST UTILITIES
By /s/ John W. Noyes
---------------------------------
John W. Noyes
Vice President and Controller
April 28, 1995
F-2
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b)<F2> (b)<F2>
---------- -------------- --------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 0 6,063,179 2,038,825
Other 0 0 8,694
---------- -------------- --------------
0 6,063,179 2,047,519
Less: Accumulated provision for
depreciation 0 2,194,314 476,304
---------- -------------- --------------
0 3,868,865 1,571,215
Construction work in progress 0 99,993 17,781
Nuclear fuel, net 0 164,795 2,248
---------- -------------- --------------
Total net utility plant 0 4,133,653 1,591,244
---------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 171,950 1,815
Investments in regional nuclear generating
companies, at equity 0 54,952 12,584
Investments in transmission companies, at
equity 26,106 0 0
Investments in subsidiary companies, at
equity 2,625,228 0 0
Other, at cost 636 14,742 645
---------- -------------- --------------
2,651,970 241,644 15,044
---------- -------------- --------------
Current Assets:
Cash and special deposits 42 2,017 538
Notes receivable from affiliated companies 1,975 0 35,000
Receivables, net 0 192,926 76,173
Accounts receivable from affiliated companies 2,598 9,367 3,701
Accrued utility revenues 0 90,475 36,547
Fuel, materials, and supplies, at average cost 0 64,003 37,453
Prepayments and other 228 54,215 20,859
---------- -------------- --------------
4,843 413,003 210,271
---------- -------------- --------------
Deferred Charges:
Regulatory Assets 0 1,410,334 971,505
Accumulated deferred income taxes 7,749 0 0
Unamortized debt expense 31 8,396 17,064
Deferred receivable from affiliated company 0 0 33,284
Other 26 10,427 7,726
---------- -------------- --------------
7,806 1,429,157 1,029,579
---------- -------------- --------------
Total Assets 2,664,619 6,217,457 2,846,138
========== ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-4
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)<F2>
------------- -------------- --------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 1,214,326 769,379 87,899
Other 0 0 0
------------- -------------- --------------
1,214,326 769,379 87,899
Less: Accumulated provision for
depreciation 425,019 75,176 38,164
------------- -------------- --------------
789,307 694,203 49,735
Construction work in progress 19,187 3,704 7,275
Nuclear fuel, net 38,000 19,797 0
------------- -------------- --------------
Total net utility plant 846,494 717,704 57,010
------------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 56,123 10,342 0
Investments in regional nuclear generating
companies, at equity 14,927 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Other, at cost 3,941 222 3,481
------------- -------------- --------------
74,991 10,564 3,481
------------- -------------- --------------
Current Assets:
Cash and special deposits 105 8,166 112
Notes receivable from affiliated companies 8,750 28,750 7,000
Receivables, net 35,427 0 3,946
Accounts receivable from affiliated companies 1,108 13,983 494
Accrued utility revenues 15,766 0 0
Fuel, materials, and supplies, at average cost 4,829 10,036 6,168
Prepayments and other 9,215 2,149 132
------------- -------------- --------------
75,200 63,084 17,852
------------- -------------- --------------
Deferred Charges:
Regulatory Assets 184,226 166,598 2,766
Accumulated deferred income taxes 0 0 0
Unamortized debt expense 1,733 4,834 1,052
Deferred receivable from affiliated company 0 0 0
Other 974 795 357
------------- -------------- --------------
186,933 172,227 4,175
------------- -------------- --------------
Total Assets 1,183,618 963,579 82,518
============= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-4A
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 0 56,751 0
Other 67,112 0 0
--------- --------- --------------
67,112 56,751 0
Less: Accumulated provision for
depreciation 57,657 7,848 0
--------- --------- --------------
9,455 48,903 0
Construction work in progress 21,269 1,553 0
Nuclear fuel, net 0 0 0
--------- --------- --------------
Total net utility plant 30,724 50,456 0
--------- --------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 0
Investments in regional nuclear generating
companies, at equity 0 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Other, at cost 950 0 0
--------- --------- --------------
950 0 0
--------- --------- --------------
Current Assets:
Cash and special deposits 16,935 5 580
Notes receivable from affiliated companies 121,725 40,250 0
Receivables, net 21,448 16,391 8,477
Accounts receivable from affiliated companies 22,902 34,378 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 74 67,486 (13)
Prepayments and other 1,010 5,765 3,477
--------- --------- --------------
184,094 164,275 12,521
--------- --------- --------------
Deferred Charges:
Regulatory Assets 0 0 0
Accumulated deferred income taxes 14,759 2,424 0
Unamortized debt expense 0 170 0
Deferred receivable from affiliated company 0 0 0
Other 4,645 2,721 21,595
--------- --------- --------------
19,404 5,315 21,595
--------- --------- --------------
Total Assets 235,172 220,046 34,116
========= ========= ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-4B
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The The Rocky Energy, Inc.
Quinnehtuk River Realty (consolidated)
Company Company (b)<F2>
---------- ------------ --------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 0 0 52
Other 1,829 79,175 0
---------- ------------ --------------
1,829 79,175 52
Less: Accumulated provision for
depreciation 1,079 22,950 45
---------- ------------ --------------
750 56,225 7
Construction work in progress 376 8,564 23
Nuclear fuel, net 0 0 0
---------- ------------ --------------
Total net utility plant 1,126 64,789 30
---------- ------------ --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 0
Investments in regional nuclear generating
companies, at equity 0 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Other, at cost 2,626 2,518 11,137
---------- ------------ --------------
2,626 2,518 11,137
---------- ------------ --------------
Current Assets:
Cash and special deposits 12 21 5,913
Notes receivable from affiliated companies 0 0 0
Receivables, net 0 16 0
Accounts receivable from affiliated companies 58 2,001 590
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 0 0 0
Prepayments and other 0 708 0
---------- ------------ --------------
70 2,746 6,503
---------- ------------ --------------
Deferred Charges:
Regulatory Assets 4 0 0
Accumulated deferred income taxes 0 0 529
Unamortized debt expense 0 237 0
Deferred receivable from affiliated company 0 0 0
Other 9 60 3,182
---------- ------------ --------------
13 297 3,711
---------- ------------ --------------
Total Assets 3,835 70,350 21,381
========== ============ ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-4C
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated)
(b)<F2> Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 2,959 898,459 9,334,912
Other 822 0 157,632
-------------- ------------ ------------
3,781 898,459 9,492,544
Less: Accumulated provision for
depreciation 1,408 6,302 3,293,660
-------------- ------------ ------------
2,373 892,157 6,198,884
Construction work in progress 0 0 179,724
Nuclear fuel, net 0 0 224,839
-------------- ------------ ------------
Total net utility plant 2,373 892,157 6,603,447
-------------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 240,229
Investments in regional nuclear generating
companies, at equity 0 0 82,464
Investments in transmission companies, at
equity 0 0 26,106
Investments in subsidiary companies, at
equity 0 2,625,228 0
Other, at cost 0 0 40,896
-------------- ------------ ------------
0 2,625,228 389,695
-------------- ------------ ------------
Current Assets:
Cash and special deposits 328 196 34,579
Notes receivable from affiliated companies 0 243,450 0
Receivables, net 2,704 185 357,322
Accounts receivable from affiliated companies 118 91,299 0
Accrued utility revenues 0 0 142,788
Fuel, materials, and supplies, at average cost 26 0 190,062
Prepayments and other 164 43,037 54,886
-------------- ------------ ------------
3,340 378,167 779,637
-------------- ------------ ------------
Deferred Charges:
Regulatory Assets 0 11,069 2,724,364
Accumulated deferred income taxes 0 25,462 0
Unamortized debt expense 0 0 33,517
Deferred receivable from affiliated company 0 33,284 0
Other 1,949 245 54,220
-------------- ------------ ------------
1,949 70,060 2,812,101
-------------- ------------ ------------
Total Assets 7,662 3,965,612 10,584,880
============== ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-4D
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b)<F2> (b)<F2>
---------- -------------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity
Common shares 671,051 122,229 1
Capital surplus, paid in 904,371 632,117 421,784
Deferred benefit plan-employee stock
ownership plan (213,324) 0 0
Retained earnings 946,988 765,724 125,034
---------- -------------- --------------
Total common shareholders' equity 2,309,086 1,520,070 546,819
Preferred stock not subject to mandatory
redemption 0 166,200 0
Preferred stock subject to mandatory
redemption 0 226,250 125,000
Long-term debt 224,000 1,815,579 905,985
---------- -------------- --------------
Total capitalization 2,533,086 3,728,099 1,577,804
---------- -------------- --------------
Minority Interest in Common Equity of
Subsidiaries 0 0 0
---------- -------------- --------------
Obligations Under Capital Leases 0 120,268 849,776
---------- -------------- --------------
Current Liabilities:
Notes payable to banks 104,000 76,000 0
Notes payable to affiliated company 0 92,750 0
Commercial paper 0 10,000 0
Long-term debt and preferred stock--current
portion 12,000 11,861 94,000
Obligations under capital leases--current
portion 0 55,701 38,191
Accounts payable 962 102,837 45,990
Accounts payable to affiliated companies 2,944 43,033 17,169
Accrued taxes 7,454 26,413 4,498
Accrued interest 3,623 30,682 10,496
Accrued pension benefits 0 0 36,269
Other 17 22,828 20,350
---------- -------------- --------------
131,000 472,105 266,963
---------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 1,544,021 62,191
Accumulated deferred investment tax credits 0 150,087 5,614
Deferred contract obligation--YAEC 0 100,003 28,572
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 0 0 0
Other 533 102,874 55,218
---------- -------------- --------------
533 1,896,985 151,595
---------- -------------- --------------
Total Capitalization and Liabilities 2,664,619 6,217,457 2,846,138
========== ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-6
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)<F2>
------------- -------------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity
Common shares 26,812 1 2,400
Capital surplus, paid in 149,683 160,999 6,000
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings 111,586 59,236 12,921
------------- -------------- --------------
Total common shareholders' equity 288,081 220,236 21,321
Preferred stock not subject to mandatory
redemption 68,500 0 0
Preferred stock subject to mandatory
redemption 24,000 0 0
Long-term debt 345,669 540,000 38,300
------------- -------------- --------------
Total capitalization 726,250 760,236 59,621
------------- -------------- --------------
Minority Interest in Common Equity of
Subsidiaries 0 0 0
------------- -------------- --------------
Obligations Under Capital Leases 23,852 0 0
------------- -------------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 0 0 0
Commercial paper 0 0 0
Long-term debt and preferred stock--current
portion 34,975 20,000 0
Obligations under capital leases--current
portion 12,945 0 0
Accounts payable 20,396 4,073 1,537
Accounts payable to affiliated companies 17,352 38 110
Accrued taxes 5,160 1,439 2,642
Accrued interest 6,702 18,288 201
Accrued pension benefits 1,915 0 1,181
Other 5,669 1,174 321
------------- -------------- --------------
105,114 45,012 5,992
------------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 253,821 120,250 11,702
Accumulated deferred investment tax credits 27,822 0 3,110
Deferred contract obligation--YAEC 28,572 0 0
Deferred obligation to affiliated company 0 33,284 0
Deferred credit--SFAS 109 0 0 0
Other 18,187 4,797 2,093
------------- -------------- --------------
328,402 158,331 16,905
------------- -------------- --------------
Total Capitalization and Liabilities 1,183,618 963,579 82,518
============= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-6A
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity
Common shares 0 15 1
Capital surplus, paid in 1 15,350 9
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings 0 996 0
--------- --------- --------------
Total common shareholders' equity 1 16,361 10
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 24,547 0
--------- --------- --------------
Total capitalization 1 40,908 10
--------- --------- --------------
Minority Interest in Common Equity of
Subsidiaries 0 0 0
--------- --------- --------------
Obligations Under Capital Leases 449 16,939 0
--------- --------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 121,725 6,000 0
Commercial paper 0 0 0
Long-term debt and preferred stock--current
portion 0 344 0
Obligations under capital leases--current
portion 1,132 2,453 0
Accounts payable 45,800 49,246 7,823
Accounts payable to affiliated companies 4,663 3,507 1,483
Accrued taxes 5,731 2,957 259
Accrued interest 0 0 0
Accrued pension benefits 25,559 15,063 10,793
Other 13,247 67,192 8,370
--------- --------- --------------
217,857 146,762 28,728
--------- --------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 0 0
Accumulated deferred investment tax credits 0 1,372 0
Deferred contract obligation--YAEC 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 3,811 7,257 0
Other 13,054 6,808 5,378
--------- --------- --------------
16,865 15,437 5,378
--------- --------- --------------
Total Capitalization and Liabilities 235,172 220,046 34,116
========= ========= ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-6B
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The The Rocky Energy, Inc.
Quinnehtuk River Realty (consolidated)
Company Company (b)<F2>
---------- ------------ --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity
Common shares 350 10 0
Capital surplus, paid in 155 0 31,211
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings (1,570) 674 (12,489)
---------- ------------ --------------
Total common shareholders' equity (1,065) 684 18,722
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 47,925 0
---------- ------------ --------------
Total capitalization (1,065) 48,609 18,722
---------- ------------ --------------
Minority Interest in Common Equity of
Subsidiaries 0 0 36
---------- ------------ --------------
Obligations Under Capital Leases 0 56 0
---------- ------------ --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 4,500 16,500 0
Commercial paper 0 0 0
Long-term debt and preferred stock--current
portion 0 1,768 0
Obligations under capital leases--current
portion 0 166 0
Accounts payable 0 218 1,091
Accounts payable to affiliated companies 21 376 567
Accrued taxes 295 0 869
Accrued interest 0 646 0
Accrued pension benefits 0 0 0
Other 3 5 96
---------- ------------ --------------
4,819 19,679 2,623
---------- ------------ --------------
Deferred Credits:
Accumulated deferred income taxes 66 1,260 0
Accumulated deferred investment tax credits 0 0 0
Deferred contract obligation--YAEC 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 0 0 0
Other 15 746 0
---------- ------------ --------------
81 2,006 0
---------- ------------ --------------
Total Capitalization and Liabilities 3,835 70,350 21,381
========== ============ ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-6C
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated)
(b)<F2> Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity
Common shares 0 151,819 671,051
Capital surplus, paid in 4,316 1,421,624 904,371
Deferred benefit plan-employee stock
ownership plan 0 0 (213,324)
Retained earnings (980) 1,061,133 946,988
-------------- ------------ ------------
Total common shareholders' equity 3,336 2,634,576 2,309,086
Preferred stock not subject to mandatory
redemption 0 0 234,700
Preferred stock subject to mandatory
redemption 0 0 375,250
Long-term debt 0 0 3,942,005
-------------- ------------ ------------
Total capitalization 3,336 2,634,576 6,861,041
-------------- ------------ ------------
Minority Interest in Common Equity of
Subsidiaries 0 36 0
-------------- ------------ ------------
Obligations Under Capital Leases 2 845,324 166,018
-------------- ------------ ------------
Current Liabilities:
Notes payable to banks 0 0 180,000
Notes payable to affiliated company 1,975 243,450 0
Commercial paper 0 0 10,000
Long-term debt and preferred stock--current
portion 0 0 174,948
Obligations under capital leases--current
portion 0 37,485 73,103
Accounts payable 1,164 196 280,942
Accounts payable to affiliated companies 37 91,299 0
Accrued taxes 0 185 57,532
Accrued interest 0 0 70,639
Accrued pension benefits 0 586 90,194
Other 768 41,744 98,296
-------------- ------------ ------------
3,944 414,945 1,035,654
-------------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 380 25,462 1,968,230
Accumulated deferred investment tax credits 0 0 188,005
Deferred contract obligation--YAEC 0 0 157,147
Deferred obligation to affiliated company 0 33,284 0
Deferred credit--SFAS 109 0 11,069 0
Other 0 916 208,785
-------------- ------------ ------------
380 70,731 2,522,167
-------------- ------------ ------------
Total Capitalization and Liabilities 7,662 3,965,612 10,584,880
============== ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-6D
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b)<F2> (b)<F2>
--------- -------------- --------------
<S> <C> <C> <C>
Operating Revenues 0 2,328,052 922,039
--------- -------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 568,394 222,801
Other 13,101 593,851 302,047
Maintenance 1 207,003 43,725
Depreciation 0 231,155 38,703
Amortization of regulatory assets, net 0 77,384 55,319
Federal and state income taxes (10,736) 195,038 68,146
Taxes other than income taxes 12 173,068 38,129
--------- -------------- --------------
Total operating expenses 2,378 2,045,893 768,870
--------- -------------- --------------
Operating Income (Loss) (2,378) 282,159 153,169
--------- -------------- --------------
Other Income:
Equity in earnings of subsidiaries 309,769 0 0
Deferred nuclear plants return--other funds 0 13,373 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 3,418 7,453 1,523
Other, net 679 5,136 102
Income taxes--credit 0 9,037 (546)
--------- -------------- --------------
Other income (loss), net 313,866 34,999 1,079
--------- -------------- --------------
Income (loss) before interest charges 311,488 317,158 154,248
--------- -------------- --------------
Interest Charges:
Interest on long-term debt 20,468 119,927 76,410
Other interest 4,146 6,378 394
Deferred nuclear plants return--borrowed funds 0 (7,435) 0
--------- -------------- --------------
Interest charges, net 24,614 118,870 76,804
--------- -------------- --------------
Net Income (Loss) 286,874 198,288 77,444
========= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-8
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)<F2>
------------- -------------- --------------
<S> <C> <C> <C>
Operating Revenues 421,477 145,751 35,119
------------- -------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 67,365 7,144 16,442
Other 130,683 38,841 8,784
Maintenance 35,430 14,951 4,470
Depreciation 36,885 22,959 1,844
Amortization of regulatory assets, net 29,118 (912) 0
Federal and state income taxes 33,540 8,027 723
Taxes other than income taxes 18,403 11,791 1,996
------------- -------------- --------------
Total operating expenses 351,424 102,801 34,259
------------- -------------- --------------
Operating Income (Loss) 70,053 42,950 860
------------- -------------- --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds 761 12,951 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 2,031 0 0
Other, net 2,926 1,272 (60)
Income taxes--credit 816 3,970 257
------------- -------------- --------------
Other income (loss), net 6,534 18,193 197
------------- -------------- --------------
Income (loss) before interest charges 76,587 61,143 1,057
------------- -------------- --------------
Interest Charges:
Interest on long-term debt 27,678 64,022 1,324
Other interest 21 (280) (102)
Deferred nuclear plants return--borrowed funds (569) (33,134) 0
------------- -------------- --------------
Interest charges, net 27,130 30,608 1,222
------------- -------------- --------------
Net Income (Loss) 49,457 30,535 (165)
============= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-8A
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Operating Revenues 299,082 384,020 155,302
--------- --------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 0 5,827
Other 258,678 229,320 97,429
Maintenance 22,500 136,673 47,923
Depreciation 2,635 1,088 0
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes 0 2,009 0
Taxes other than income taxes 10,776 9,273 3,928
--------- --------- --------------
Total operating expenses 294,589 378,363 155,107
--------- --------- --------------
Operating Income (Loss) 4,493 5,657 195
--------- --------- --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds 0 0 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 0 0
Other, net (4,385) (1,763) (181)
Income taxes--credit 0 0 0
--------- --------- --------------
Other income (loss), net (4,385) (1,763) (181)
--------- --------- --------------
Income (loss) before interest charges 108 3,894 14
--------- --------- --------------
Interest Charges:
Interest on long-term debt 0 1,326 0
Other interest 108 651 14
Deferred nuclear plants return--borrowed funds 0 0 0
--------- --------- --------------
Interest charges, net 108 1,977 14
--------- --------- --------------
Net Income (Loss) 0 1,917 0
========= ========= ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-8B
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The The Rocky Energy, Inc.
Quinnehtuk River Realty (consolidated)
Company Company (b)<F2>
---------- ------------ --------------
<S> <C> <C> <C>
Operating Revenues 207 9,837 0
---------- ------------ --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 0 0
Other 34 781 8,464
Maintenance 0 0 1
Depreciation 59 2,372 734
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (98) 0 (3,168)
Taxes other than income taxes 272 1,575 24
---------- ------------ --------------
Total operating expenses 267 4,728 6,055
---------- ------------ --------------
Operating Income (Loss) (60) 5,109 (6,055)
---------- ------------ --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds 0 0 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 0 0
Other, net 31 17 1,284
Income taxes--credit 0 0 0
---------- ------------ --------------
Other income (loss), net 31 17 1,284
---------- ------------ --------------
Income (loss) before interest charges (29) 5,126 (4,771)
---------- ------------ --------------
Interest Charges:
Interest on long-term debt 0 4,361 0
Other interest 193 765 6
Deferred nuclear plants return--borrowed funds 0 0 0
---------- ------------ --------------
Interest charges, net 193 5,126 6
---------- ------------ --------------
Net Income (Loss) (222) 0 (4,777)
========== ============ ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-8C
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated)
(b)<F2> Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Operating Revenues 20,694 1,078,837 3,642,742
-------------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 55,553 832,420
Other 19,665 782,632 919,044
Maintenance 13 206,262 306,429
Depreciation 412 3,827 335,019
Amortization of regulatory assets, net 0 0 160,909
Federal and state income taxes 163 0 293,644
Taxes other than income taxes 265 22,467 247,045
-------------- ------------ ------------
Total operating expenses 20,518 1,070,741 3,094,510
-------------- ------------ ------------
Operating Income (Loss) 176 8,096 548,232
-------------- ------------ ------------
Other Income:
Equity in earnings of subsidiaries 0 309,769 0
Deferred nuclear plants return--other funds 0 0 27,085
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 0 14,426
Other, net 163 (2,525) 7,745
Income taxes--credit (16) 0 13,518
-------------- ------------ ------------
Other income (loss), net 147 307,244 62,774
-------------- ------------ ------------
Income (loss) before interest charges 323 315,340 611,006
-------------- ------------ ------------
Interest Charges:
Interest on long-term debt 0 1,326 314,191
Other interest 102 4,357 8,037
Deferred nuclear plants return--borrowed funds 0 0 (41,138)
-------------- ------------ ------------
Interest charges, net 102 5,683 281,090
-------------- ------------ ------------
Net Income (Loss) 221 309,657 329,916
============== ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-8D
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b)<F2> (b)<F2>
---------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 879,518 750,719 60,840
Addition: Net income (loss) 286,874 198,288 77,444
---------- -------------- --------------
1,166,392 949,007 138,284
---------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 23,895
Western Massachusetts Electric Company
Public Service Company of New Hampshire 13,250
Common shares:
$1.76 per share 219,317
$13.04 per share 159,388
$27.52 per share
$1,284.00 per share
$10,000.00 per share
$1.20 per share
Loss on retirement of preferred stock 87
---------- -------------- --------------
219,404 183,283 13,250
---------- -------------- --------------
Balance at end of period 946,988 765,724 125,034
========== ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b)<F2> (b)<F2>
---------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 901,740 630,271 421,245
Capital contribution from Northeast Utilities 0 0 0
Premium on Capital Stock--Warrant redemption 61 0 0
Additional paid in capital--ESOP shares (406) 0 0
Capital stock expenses, net 2,976 1,846 539
---------- -------------- --------------
Balance at end of period 904,371 632,117 421,784
========== ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-10
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)<F2>
------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 97,627 38,701 13,662
Addition: Net income (loss) 49,457 30,535 (165)
------------- -------------- --------------
147,084 69,236 13,497
------------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company 5,897
Public Service Company of New Hampshire
Common shares:
$1.76 per share
$13.04 per share
$27.52 per share 29,514
$1,284.00 per share
$10,000.00 per share
$1.20 per share
Loss on retirement of preferred stock 87
------------- -------------- --------------
35,498 0 0
------------- -------------- --------------
Balance at end of period 111,586 69,236 13,497
============= ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)<F2>
------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 149,319 160,999 6,000
Capital contribution from Northeast Utilities 0 0 0
Premium on Capital Stock--Warrant redemption 0 0 0
Additional paid in capital--ESOP shares 0 0 0
Capital stock expenses, net 364 0 0
------------- -------------- --------------
Balance at end of period 149,683 160,999 6,000
============= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-10A
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
Nuclear The The Rocky
Energy Quinnehtuk River Realty
Company Company Company
--------- ---------- --------------
<S> <C> <C> <C>
Balance at beginning of period 1,005 (1,348) 674
Addition: Net income (loss) 1,917 (222) 0
--------- ---------- --------------
2,922 (1,570) 674
--------- ---------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Common shares:
$1.76 per share
$13.04 per share
$27.52 per share
$1,284.00 per share 1,926
$10,000.00 per share
$1.20 per share
Loss on retirement of preferred stock
--------- ---------- --------------
1,926 0 0
--------- ---------- --------------
Balance at end of period 996 (1,570) 674
========= ========== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- ---------- --------------
<S> <C> <C> <C>
Balance at beginning of period 1 15,350 9
Capital contribution from Northeast Utilities 0 0 0
Premium on Capital Stock--Warrant redemption 0 0 0
Additional paid in capital--ESOP shares 0 0 0
Capital stock expenses, net 0 0 0
--------- ---------- --------------
Balance at end of period 1 15,350 9
========= ========== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-10B
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
Energy, Inc. HEC Inc.
(consolidated) (consolidated)
(b)<F2> (b)<F2> Eliminations
-------------- -------------- ------------
<S> <C> <C> <C>
Balance at beginning of period (7,712) (1,201) 952,967
Addition: Net income (loss) (4,777) 221 309,657
-------------- -------------- ------------
(12,489) (980) 1,262,624
-------------- -------------- ------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Common shares:
$1.76 per share
$13.04 per share 159,388
$27.52 per share 29,514
$1,284.00 per share 1,926
$10,000.00 per share
$1.20 per share
Loss on retirement of preferred stock 87
-------------- -------------- ------------
0 0 190,915
-------------- -------------- ------------
Balance at end of period (12,489) (980) 1,071,709
============== ============== ============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The Energy, Inc. HEC Inc.
Quinnehtuk (consolidated) (consolidate
Company (b)<F2> (b)<F2>
-------------- -------------- ------------
<S> <C> <C> <C>
Balance at beginning of period 155 22,958 4,316
Capital contribution from Northeast Utilities 0 8,253 0
Premium on Capital Stock--Warrant redemption 0 0 0
Additional paid in capital--ESOP shares 0 0 0
Capital stock expenses, net 0 0 0
-------------- -------------- ------------
Balance at end of period 155 31,211 4,316
============== ============== ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-10C
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Consolidated
------------
<S> <C>
Balance at beginning of period 879,518
Addition: Net income (loss) 329,916
------------
1,209,434
------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 23,895
Western Massachusetts Electric Company 5,897
Public Service Company of New Hampshire 13,250
Common shares:
$1.76 per share 219,317
$13.04 per share 0
$27.52 per share 0
$1,284.00 per share 0
$10,000.00 per share
$1.20 per share
Loss on retirement of preferred stock 87
------------
262,446
------------
Balance at end of period 946,988
============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
)
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 1,410,623 901,740
Capital contribution from Northeast Utilities 8,253 0
Premium on Capital Stock--Warrant redemption 0 61
Additional paid in capital--ESOP shares 0 (406)
Capital stock expenses, net 2,748 2,976
------------ ------------
Balance at end of period 1,421,624 904,371
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
<PAGE>F-10D
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b)<F2> (b)<F2>
-------------- -------------- --------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ 286,874 $ 198,288 $ 77,444
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 231,155 38,703
Deferred income taxes and investment tax credits, net (1,890) 37,664 67,104
Deferred nuclear plants return, net of amortization 0 82,651 0
Recoverable energy costs, net of amortization 0 3,975 (81,206)
Amortization of regulatory asset - PSNH 0 0 55,319
Deferred demand-side-management costs, 0 0 0
net of amortization 0 (4,691) 0
Equity in earnings of subsidiary companies (309,769) 0 0
Cash dividends received from subsidiary companies 201,403 0 0
Other sources of cash 3,007 35,464 3,213
Other uses of cash (169) (41,518) (4,387)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues 30,525 45,386 (3,072)
Fuel, materials, and supplies 0 (3,756) 3,734
Accounts payable (43,601) (24,167) 18,608
Accrued taxes 7,454 (9,726) 4,150
Other working capital (excludes cash) 161 (18,403) 739
-------------- -------------- --------------
Net cash flows from (used for) operating activities 173,995 532,322 180,349
-------------- -------------- --------------
Cash Flows From Financing Activities:
Issuance of common shares 14,551 0 0
Issuance of long-term debt 0 535,000 0
Net increase (decrease) in short-term debt 31,500 82,500 (2,500)
Reacquisitions and retirements of long-term debt (9,000) (774,020) (94,000)
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 (23,895) (13,250)
Cash dividends on common shares (219,317) (159,388) 0
Other paid in capital 0 0 0
-------------- -------------- --------------
Net cash flows (used for) from financing activities (182,266) (339,803) (109,750)
-------------- -------------- --------------
Investment Activities:
Investments in plant:
Electric utility plant 0 (149,889) (39,721)
Nuclear fuel 0 (20,905) (1,249)
-------------- -------------- --------------
Net cash flows used for investments in plant 0 (170,794) (40,970)
NU System Money Pool 17,650 0 (35,000)
Investment in subsidiaries (10,912) 0 0
Other investment activities, net 1,503 (22,048) (352)
-------------- -------------- --------------
Net cash flows from (used for) investments 8,241 (192,842) (76,322)
-------------- -------------- --------------
Net (decrease) increase in cash for the period (30) (323) (5,723)
Cash and special deposits - beginning of period 72 2,340 6,261
-------------- -------------- --------------
Cash and special deposits - end of period $ 42 $ 2,017 $ 538
============== ============== ==============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 24,235 $ 115,120 $ 74,507
Income taxes (refund) $ (16,786) $ 161,513 $ 218
Increase in obligations:
Niantic Bay Fuel Trust $ - $ 52,353 $ -
Seabrook Power Contract $ - $ - $ 51,924
Capital Leases $ - $ - $ 1,342
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western North Water Power
Massachusetts Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)<F2>
-------------- ------------- --------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ 49,457 $ 30,535 $ (165)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 36,885 22,959 1,844
Deferred income taxes and investment tax credits, net 10,256 34,449 1,265
Deferred nuclear plants return, net of amortization 13,427 (46,085) 0
Recoverable energy costs, net of amortization (8,622) 0 0
Amortization of regulatory asset - PSNH 0 0 0
Deferred demand-side-management costs, 0 0 0
net of amortization 0 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Other sources of cash 25,967 5,096 660
Other uses of cash (23,701) (2,842) (990)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues 6,470 9,998 314
Fuel, materials, and supplies 2,228 (2,683) 176
Accounts payable 8,239 (2,277) 725
Accrued taxes (1,862) 1,312 1,079
Other working capital (excludes cash) (2,991) 2,363 215
-------------- ------------- --------------
Net cash flows from (used for) operating activities 115,753 52,825 5,123
-------------- ------------- --------------
Cash Flows From Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 90,000 0 0
Net increase (decrease) in short-term debt (6,000) 0 0
Reacquisitions and retirements of long-term debt (104,169) 0 0
Reacquisitions and retirements of preferred stock (7,325) 0 0
Cash dividends on preferred stock (5,897) 0 0
Cash dividends on common shares (29,514) (10,000) (576)
Other paid in capital 0 0 0
-------------- ------------- --------------
Net cash flows (used for) from financing activities (62,905) (10,000) (576)
-------------- ------------- --------------
Investment Activities:
Investments in plant:
Electric utility plant (32,680) (11,256) (2,373)
Nuclear fuel (4,928) (1,227) 0
-------------- ------------- --------------
Net cash flows used for investments in plant (37,608) (12,483) (2,373)
NU System Money Pool (8,750) (28,750) (5,250)
Investment in subsidiaries 0 0 0
Other investment activities, net (6,570) (1,830) 2
-------------- ------------- --------------
Net cash flows from (used for) investments (52,928) (43,063) (7,621)
-------------- ------------- --------------
Net (decrease) increase in cash for the period (80) (238) (3,074)
Cash and special deposits - beginning of period 185 8,404 3,186
-------------- ------------- --------------
Cash and special deposits - end of period $ 105 $ 8,166 $ 112
============== ============= ==============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 25,174 $ 64,056 $ 1,292
Income taxes (refund) $ 30,040 $ (34,987) $ (1,246)
Increase in obligations:
Niantic Bay Fuel Trust $ 12,237 $ - $ -
Seabrook Power Contract $ - $ - $ -
Capital Leases $ - $ - $ -
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
North
Northeast Northeast Atlantic
Utilities Nuclear Energy
Service Energy Service
Company Company Corporation
-------------- ------------- -------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ 0 $ 1,917 $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 2,635 1,088 0
Deferred income taxes and investment tax credits, net (668) (1,699) 0
Deferred nuclear plants return, net of amortization 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of regulatory asset - PSNH 0 0 0
Deferred demand-side-management costs, 0 0 0
net of amortization 0 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Other sources of cash 2,148 4,848 0
Other uses of cash (927) (82) (16,970)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues (11,953) (17,986) (994)
Fuel, materials, and supplies 84 5,089 31
Accounts payable 24,069 23,096 165
Accrued taxes 4,873 (2,234) (210)
Other working capital (excludes cash) (652) 27,747 18,145
-------------- ------------- -------------
Net cash flows from (used for) operating activities 19,609 41,784 167
-------------- ------------- -------------
Cash Flows From Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Net increase (decrease) in short-term debt 86,850 (1,500) 0
Reacquisitions and retirements of long-term debt 0 (109) 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 0 0
Cash dividends on common shares 0 (1,926) 0
Other paid in capital 0 0 0
-------------- ------------- -------------
Net cash flows (used for) from financing activities 86,850 (3,535) 0
-------------- ------------- -------------
Investment Activities:
Investments in plant:
Electric utility plant (11,435) (11,508) 0
Nuclear fuel 0 0 0
-------------- ------------- -------------
Net cash flows used for investments in plant (11,435) (11,508) 0
NU System Money Pool (86,850) (26,750) 0
Investment in subsidiaries 0 0 0
Other investment activities, net (1) 0 0
-------------- ------------- -------------
Net cash flows from (used for) investments (98,286) (38,258) 0
-------------- ------------- -------------
Net (decrease) increase in cash for the period 8,173 (9) 167
Cash and special deposits - beginning of period 8,762 14 413
-------------- ------------- -------------
Cash and special deposits - end of period $ 16,935 $ 5 $ 580
============== ============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ - $ 1,841 $ -
Income taxes (refund) $ (5,413) $ 5,410 $ -
Increase in obligations:
Niantic Bay Fuel Trust $ - $ - $ -
Seabrook Power Contract $ - $ - $ -
Capital Leases $ - $ - $ -
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The Rocky Charter Oak
The River Energy, Inc.
Quinnehtuk Realty (consolidated)
Company Company (b)<F2>
----------- ----------- --------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ (222) $ 0 $ (4,777)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 59 2,372 734
Deferred income taxes and investment tax credits, net 2 (53) (130)
Deferred nuclear plants return, net of amortization 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of regulatory asset - PSNH 0 0 0
Deferred demand-side-management costs, 0 0 0
net of amortization 0 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Other sources of cash 11 119 1,940
Other uses of cash (12) (98) (753)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues (7) 117 2,754
Fuel, materials, and supplies 0 0 0
Accounts payable 9 449 600
Accrued taxes 121 (5) (257)
Other working capital (excludes cash) 3 (173) 70
----------- ----------- --------------
Net cash flows from (used for) operating activities (36) 2,728 181
----------- ----------- --------------
Cash Flows From Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Net increase (decrease) in short-term debt 250 0 0
Reacquisitions and retirements of long-term debt 0 (1,621) 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 0 0
Cash dividends on common shares 0 0 0
Other paid in capital 0 0 8,253
----------- ----------- --------------
Net cash flows (used for) from financing activities 250 (1,621) 8,253
----------- ----------- --------------
Investment Activities:
Investments in plant:
Electric utility plant (235) (1,077) 0
Nuclear fuel 0 0 0
----------- ----------- --------------
Net cash flows used for investments in plant (235) (1,077) 0
NU System Money Pool 0 0 0
Investment in subsidiaries 0 0 0
Other investment activities, net 0 (27) (4,224)
----------- ----------- --------------
Net cash flows from (used for) investments (235) (1,104) (4,224)
----------- ----------- --------------
Net (decrease) increase in cash for the period (21) 3 4,210
Cash and special deposits - beginning of period 33 18 1,703
----------- ----------- --------------
Cash and special deposits - end of period $ 12 $ 21 $ 5,913
=========== =========== ==============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 192 $ 5,137 $ -
Income taxes (refund) $ (236) $ (97) $ (3,689)
Increase in obligations:
Niantic Bay Fuel Trust $ - $ - $ -
Seabrook Power Contract $ - $ - $ -
Capital Leases $ - $ - $ -
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC, Inc.
(consolidated)
(b)<F2> Eliminations Consolidated
-------------- ------------- -------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ 221 $ 309,657 $ 329,916
Adjustments to reconcile to net cash
from operating activities:
Depreciation 412 3,827 335,019
Deferred income taxes and investment tax credits, net 260 0 146,560
Deferred nuclear plants return, net of amortization 0 0 49,994
Recoverable energy costs, net of amortization 0 (280) (85,573)
Amortization of regulatory asset - PSNH 0 0 55,319
Deferred demand-side-management costs, 0 0 0
net of amortization 0 0 (4,691)
Equity in earnings of subsidiary companies 0 (309,769) 0
Cash dividends received from subsidiary companies 0 201,403 0
Other sources of cash 668 40,766 42,375
Other uses of cash (34) (40,226) (52,260)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues (173) 53,246 8,133
Fuel, materials, and supplies 4 0 4,906
Accounts payable (390) (46,297) 51,824
Accrued taxes (17) (12,356) 17,031
Other working capital (excludes cash) 181 5,076 22,329
-------------- ------------- -------------
Net cash flows from (used for) operating activities 1,132 205,047 920,882
-------------- ------------- -------------
Cash Flows From Financing Activities:
Issuance of common shares 0 0 14,551
Issuance of long-term debt 0 0 625,000
Net increase (decrease) in short-term debt (900) 173,700 16,500
Reacquisitions and retirements of long-term debt 0 0 (982,920)
Reacquisitions and retirements of preferred stock 0 0 (7,325)
Cash dividends on preferred stock 0 0 (43,042)
Cash dividends on common shares 0 (201,404) (219,317)
Other paid in capital 0 8,253 0
-------------- ------------- -------------
Net cash flows (used for) from financing activities (900) (19,451) (596,553)
-------------- ------------- -------------
Investment Activities:
Investments in plant:
Electric utility plant (157) (427) (259,904)
Nuclear fuel 0 0 (28,308)
-------------- ------------- -------------
Net cash flows used for investments in plant (157) (427) (288,212)
NU System Money Pool 0 (173,700) 0
Investment in subsidiaries 0 (10,912) 0
Other investment activities, net 0 0 (33,546)
-------------- ------------- -------------
Net cash flows from (used for) investments (157) (185,039) (321,758)
-------------- ------------- -------------
Net (decrease) increase in cash for the period 75 557 2,571
Cash and special deposits - beginning of period 253 (361) 32,008
-------------- ------------- -------------
Cash and special deposits - end of period $ 328 $ 196 $ 34,579
============== ============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 102 $ 5,430 $ 306,224
Income taxes (refund) $ - $ - $ 134,727
Increase in obligations:
Niantic Bay Fuel Trust $ - $ - $ 64,590
Seabrook Power Contract $ - $ 51,924 $ -
Capital Leases $ - $ - $ 1,342
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
<F2>(b) See supporting statements.
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)<F1>
Consolidating Balance Sheet (b)<F2>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
The Electric Suburban
Connecticut Power, Electric and
Light and Incorporated Gas Company
Power Company (inactive) (inactive)
------------- ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 6,063,177 2 0
Less: Accumulated provision for
depreciation 2,194,314 0 0
------------- ------------ ------------
3,868,863 2 0
Construction work in progress 99,993 0 0
Nuclear fuel, net 164,795 0 0
------------- ------------ ------------
Total net utility plant 4,133,651 2 0
------------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 171,950 0 0
Investments in regional nuclear
generating companies, at equity 54,952 0 0
Investments in subsidiary companies,
at equity 67 0 0
Other, at cost 14,734 0 0
------------- ------------ ------------
241,703 0 0
------------- ------------ ------------
Current Assets:
Cash and special deposits 1,960 0 1
Receivables, net 192,926 0 0
Receivables from affiliated companies 9,367 0 0
Accrued utility revenues 90,475 0 0
Fuel, materials, and supplies, at
average cost 64,003 0 0
Prepayments and other 54,215 0 0
------------- ------------ ------------
412,946 0 1
------------- ------------ ------------
Deferred Charges:
Regulatory Assets 1,410,334 0 0
Unamortized debt expense 8,396 0 0
Other 10,427 0 0
------------- ------------ ------------
1,429,157 0 0
------------- ------------ ------------
Total Assets 6,217,457 2 1
============= ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
<F2>(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-14
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)<F1>
Consolidating Balance Sheet (b)<F2>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Research
Park,
Incorporated Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 0 0 6,063,179
Less: Accumulated provision for
depreciation 0 0 2,194,314
------------ ------------ ------------
0 0 3,868,865
Construction work in progress 0 0 99,993
Nuclear fuel, net 0 0 164,795
------------ ------------ ------------
Total net utility plant 0 0 4,133,653
------------ ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 171,950
Investments in regional nuclear
generating companies, at equity 0 0 54,952
Investments in subsidiary companies,
at equity 0 66 0
Other, at cost 0 (7) 14,742
------------ ------------ ------------
0 59 241,644
------------ ------------ ------------
Current Assets:
Cash and special deposits 56 0 2,017
Receivables, net 0 0 192,926
Receivables from affiliated companies 0 0 9,367
Accrued utility revenues 0 0 90,475
Fuel, materials, and supplies, at
average cost 0 0 64,003
Prepayments and other 0 0 54,215
------------ ------------ ------------
56 0 413,003
------------ ------------ ------------
Deferred Charges:
Regulatory Assets 0 0 1,410,334
Unamortized debt expense 0 0 8,396
Other 0 0 10,427
------------ ------------ ------------
0 0 1,429,157
------------ ------------ ------------
Total Assets 56 59 6,217,457
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
<F2>(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-14A
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)<F1>
Consolidating Balance Sheet (b)<F2>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
The Electric Suburban
Connecticut Power, Electric and
Light and Incorporated Gas Company
Power Company (inactive) (inactive)
------------- ------------ ------------
<S> <C> <C> <C>
Common stockholder's equity:
Common stock 122,229 1 1
Capital surplus, paid in 632,117 0 0
Retained earnings 765,724 0 0
------------- ------------ ------------
Total common stockholder's equity 1,520,070 1 1
Preferred stock not subject to mandatory
redemption 166,200 0 0
Preferred stock subject to mandatory
redemption 226,250 0 0
Long-term debt 1,815,579 0 0
------------- ------------ ------------
Total capitalization 3,728,099 1 1
------------- ------------ ------------
Obligations Under Capital Leases 120,268 0 0
------------- ------------ ------------
Current Liabilities:
Notes payable to banks 76,000 0 0
Notes payable to affiliated companies 92,750 1 0
Commercial paper 10,000 0 0
Long-term debt and preferred stock--
current portion 11,861 0 0
Obligations under capital leases--
current portion 55,701 0 0
Accounts payable 102,837 0 0
Accounts payable to affiliated companies 43,033 0 0
Accrued taxes 26,413 0 0
Accrued interest 30,682 0 0
Other 22,828 0 0
------------- ------------ ------------
472,105 1 0
------------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 1,544,021 0 0
Accumulated deferred investment
tax credits 150,087 0 0
Deferred contract obligation--YAEC 100,003 0 0
Other 102,874 0 0
------------- ------------ ------------
1,896,985 0 0
------------- ------------ ------------
Total Capitalization and Liabilities 6,217,457 2 1
============= ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
<F2>(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-15
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)<F1>
Consolidating Balance Sheet (b)<F2>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Research
Park,
Incorporated Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Common stockholder's equity:
Common stock 5 7 122,229
Capital surplus, paid in 0 0 632,117
Retained earnings 51 51 765,724
------------ ------------ ------------
Total common stockholder's equity 56 58 1,520,070
Preferred stock not subject to mandatory
redemption 0 0 166,200
Preferred stock subject to mandatory
redemption 0 0 226,250
Long-term debt 0 0 1,815,579
------------ ------------ ------------
Total capitalization 56 58 3,728,099
------------ ------------ ------------
Obligations Under Capital Leases 0 0 120,268
------------ ------------ ------------
Current Liabilities:
Notes payable to banks 0 0 76,000
Notes payable to affiliated companies 0 1 92,750
Commercial paper 0 0 10,000
Long-term debt and preferred stock--
current portion 0 0 11,861
Obligations under capital leases--
current portion 0 0 55,701
Accounts payable 0 0 102,837
Accounts payable to affiliated companies 0 0 43,033
Accrued taxes 0 0 26,413
Accrued interest 0 0 30,682
Other 0 0 22,828
------------ ------------ ------------
0 1 472,105
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 0 1,544,021
Accumulated deferred investment
tax credits 0 0 150,087
Deferred contract obligation--YAEC 0 0 100,003
Other 0 0 102,874
------------ ------------ ------------
0 0 1,896,985
------------ ------------ ------------
Total Capitalization and Liabilities 56 59 6,217,457
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
<F2>(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-15A
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES(a)<F1>
Consolidating Statement of Income(b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power Park,
Company Incorporated Eliminations Consolidated
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 2,328,052 0 0 2,328,052
----------- ------------ ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 568,394 0 0 568,394
Other 593,851 0 0 593,851
Maintenance 207,003 0 0 207,003
Depreciation 231,155 0 0 231,155
Amortization of regulatory assets, net 77,384 0 0 77,384
Federal and state income taxes 195,063 (25) 0 195,038
Taxes other than income taxes 173,068 0 0 173,068
----------- ------------ ------------ ------------
Total operating expenses 2,045,918 (25) 0 2,045,893
----------- ------------ ------------ ------------
Operating Income 282,134 25 0 282,159
----------- ------------ ------------ ------------
Other Income:
Deferred nuclear plants return--
other funds 13,373 0 0 13,373
Equity in earnings of regional nuclear
generating companies 7,453 0 0 7,453
Other, net 5,161 0 25 5,136
Income taxes--credit 9,037 0 0 9,037
----------- ------------ ------------ ------------
Other income, net 35,024 0 25 34,999
----------- ------------ ------------ ------------
Income before interest charges 317,158 25 25 317,158
----------- ------------ ------------ ------------
Interest Charges:
Interest on long-term debt 119,927 0 0 119,927
Other interest 6,378 0 0 6,378
Deferred nuclear plants return--
borrowed funds (7,435) 0 0 (7,435)
----------- ------------ ------------ ------------
Interest charges, net 118,870 0 0 118,870
----------- ------------ ------------ ------------
Net Income $198,288 $25 $25 $198,288
=========== ============ ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not included are the following inactive subsidiaries: Electric Power,Incorporated,
The City and Suburban Electric and Gas Company, The Connecticut Transmission
Corporation, The Connecticut Steam Company, and The Nutmeg Power Company.
<F2>(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-16
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Retained Earnings (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power Park,
Company Incorporated Eliminations Consolidated
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 750,719 26 26 750,719
Addition: Net income 198,288 25 25 198,288
------------ ------------ ------------ ------------
949,007 51 51 949,007
Deductions: ------------ ------------ ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 23,895 23,895
Common stock $13.04 per share 159,388 159,388
------------ ------------ ------------ ------------
Total deductions 183,283 0 0 183,283
------------ ------------ ------------ ------------
Balance at end of period 765,724 51 51 765,724
============ ============ ============ ============
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Capital Surplus, Paid In (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power Park,
Company Incorporated Eliminations Consolidated
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 630,271 0 0 630,271
Capital stock expenses, net 1,846 0 0 1,846
------------ ------------ ------------ ------------
Balance at end of period 632,117 0 0 632,117
============ ============ ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not included are the following inactive subsidiaries: Electric Power,Incorporated,
The City and Suburban Electric and Gas Company, The Connecticut Transmission
Corporation, The Connecticut Steam Company, and The Nutmeg Power Company.
<F2>(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-17
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Cash Flows (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Research
Light and Park,
Power Company Incorporated
-------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 198,288 $ 25
Adjustments to reconcile to net cash
from operating activities:
Depreciation 231,155 0
Deferred income taxes and investment tax credits, net 37,664 0
Deferred nuclear plants return, net of amortization 82,651 0
Recoverable energy costs, net of amortization 3,975 0
Deferred demand-side-management costs,
net of amortization (4,691) 0
Other sources of cash 35,464 0
Other uses of cash (41,518) 0
Changes in working capital:
Receivables and accrued utility revenues 45,386 0
Fuel, materials, and supplies (3,756) 0
Accounts payable (24,167) 0
Accrued taxes (9,701) (25)
Other working capital (excludes cash) (18,403) 0
-------------- -------------
Net cash flows from operating activities 532,347 0
-------------- -------------
Cash Flows From Financing Activities:
Issuance of long-term debt 535,000 0
Net increase in short-term debt 82,500 0
Reacquisitions and retirements of long-term debt (774,020) 0
Cash dividends on preferred stock (23,895) 0
Cash dividends on common shares (159,388) 0
-------------- -------------
Net cash flows used for financing activities (339,803) 0
-------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant (149,889) 0
Nuclear fuel (20,905) 0
-------------- -------------
Net cash flows used for investments in plant (170,794) 0
Other investment activities, net (22,073) 0
-------------- -------------
Net cash flows used for investments (192,867) 0
-------------- -------------
Net decrease in cash for the period (323) 0
Cash - beginning of period 2,283 56
-------------- -------------
Cash - end of period $ 1,960 $ 56
============== =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 115,120 $ 0
============== =============
Income taxes $ 161,513 $ 0
============== =============
Increase in obligations:
Niantic Bay Fuel Trust $ 52,353 $ 0
============== =============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not included are the following inactive subsidiaries: Electric Power, Incorporated,
The City and Suburban Electric and Gas Company, The Connecticut Transmission
Corporation, The Connecticut Steam Company and The Nutmeg Power Company.
<F2>(b) Not covered by auditors' report.
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Cash Flows (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 25 $ 198,288
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 231,155
Deferred income taxes and investment tax credits, net 0 37,664
Deferred nuclear plants return, net of amortization 0 82,651
Recoverable energy costs, net of amortization 0 3,975
Deferred demand-side-management costs,
net of amortization 0 (4,691)
Other sources of cash 0 35,464
Other uses of cash 0 (41,518)
Changes in working capital:
Receivables and accrued utility revenues 0 45,386
Fuel, materials, and supplies 0 (3,756)
Accounts payable 0 (24,167)
Accrued taxes 0 (9,726)
Other working capital (excludes cash) 0 (18,403)
------------- -------------
Net cash flows from operating activities 25 532,322
------------- -------------
Cash Flows From Financing Activities:
Issuance of long-term debt 0 535,000
Net increase in short-term debt 0 82,500
Reacquisitions and retirements of long-term debt 0 (774,020)
Cash dividends on preferred stock 0 (23,895)
Cash dividends on common shares 0 (159,388)
------------- -------------
Net cash flows used for financing activities 0 (339,803)
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (149,889)
Nuclear fuel 0 (20,905)
------------- -------------
Net cash flows used for investments in plant 0 (170,794)
Other investment activities, net (25) (22,048)
------------- -------------
Net cash flows used for investments (25) (192,842)
------------- -------------
Net decrease in cash for the period 0 (323)
Cash - beginning of period 0 2,340
------------- -------------
Cash - end of period $ 0 $ 2,017
============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 0 $ 115,120
============= =============
Income taxes $ 0 $ 161,513
============= =============
Increase in obligations:
Niantic Bay Fuel Trust $ 0 $ 52,353
============= =============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not included are the following inactive subsidiaries: Electric Power, Incorporated,
The City and Suburban Electric and Gas Company, The Connecticut Transmission
Corporation, The Connecticut Steam Company and The Nutmeg Power Company.
<F2>(b) Not covered by auditors' report.
</TABLE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)<F1>
Consolidating Balance Sheet (b)<F2>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Utility Plant, at original cost:
Electric 2,038,625 201 0 2,038,826
Other 0 8,694 0 8,693
-------------- ----------- ------------ ------------
2,038,625 8,895 0 2,047,519
Less: Accumulated provision for
depreciation 474,129 2,175 0 476,304
-------------- ----------- ------------ ------------
1,564,496 6,720 0 1,571,215
Construction work in progress 17,781 0 0 17,781
Nuclear fuel, net 2,248 0 0 2,248
-------------- ----------- ------------ ------------
Total net utility plant 1,584,525 6,720 0 1,591,244
-------------- ----------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts,
at market 1,815 0 0 1,815
Investments in regional nuclear
generating companies, at equity 12,584 0 0 12,584
Investments in subsidiary companies,
at equity 6,967 0 6,967 0
Other, at cost 394 250 0 645
-------------- ----------- ------------ ------------
21,760 250 6,967 15,044
-------------- ----------- ------------ ------------
Current Assets:
Cash and special deposits 322 217 0 538
Notes receivable from affiliated
companies 35,000 0 0 35,000
Receivables, net 76,173 0 0 76,173
Accounts receivable from affiliated
companies 3,779 141 219 3,701
Accrued utility revenues 36,547 0 0 36,547
Fuel, materials, and supplies,
at average cost 37,453 0 0 37,453
Prepayments and other 20,829 29 0 20,859
-------------- ----------- ------------ ------------
210,103 387 219 210,271
-------------- ----------- ------------ ------------
Deferred Charges:
Regulatory Assets 971,505 0 0 971,505
Unamortized debt expense 17,064 0 0 17,064
Deferred receivable from affiliated
company 33,284 0 0 33,284
Other 7,726 0 0 7,726
-------------- ----------- ------------ ------------
1,029,579 0 0 1,029,579
-------------- ----------- ------------ ------------
Total Assets 2,845,967 7,357 7,186 2,846,138
============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
<F2>(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-20
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)<F1>
Consolidating Balance Sheet (b)<F2>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Capitalization:
Common shareholders' equity
Common shares 1 1 1 1
Capital surplus, paid in 421,784 0 0 421,784
Retained earnings 125,034 310 310 125,034
-------------- ----------- ------------ ------------
Total common shareholders' equity 546,819 311 311 546,819
Preferred stock subject to mandatory
redemption 125,000 0 0 125,000
Long-term debt 905,985 6,656 6,656 905,985
-------------- ----------- ------------ ------------
Total capitalization 1,577,804 6,967 6,967 1,577,804
-------------- ----------- ------------ ------------
Obligations Under Capital Leases 849,776 0 0 849,776
-------------- ----------- ------------ ------------
Current Liabilities:
Notes payable to affiliated company 0 0 0 0
Long-term debt and preferred stock--
current portion 94,000 0 0 94,000
Obligations under capital leases--
current portion 38,191 0 0 38,191
Accounts payable 45,984 6 0 45,990
Accounts payable to affiliated
companies 17,309 79 219 17,169
Accrued taxes 4,304 194 0 4,498
Accrued interest 10,496 0 0 10,496
Accrued pension benefits 36,269 0 0 36,269
Other 20,350 0 0 20,350
-------------- ----------- ------------ ------------
266,903 279 219 266,963
-------------- ----------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 62,080 111 0 62,191
Accumulated deferred investment
tax credits 5,614 0 0 5,614
Deferred contract obligation--YAEC 28,572 0 0 28,572
Deferred obligation to affiliated
company 33,284 0 0 33,284
Other 21,934 0 0 21,934
-------------- ----------- ------------ ------------
151,484 111 0 151,595
-------------- ----------- ------------ ------------
Total Capitalization and Liabilities 2,845,967 7,357 7,186 2,846,138
============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
<F2>(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-21
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Income (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
--------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 922,039 1,227 1,227 922,039
--------------- ----------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange
power 222,801 0 0 222,801
Other 303,271 2 1,227 302,047
Maintenance 43,725 0 0 43,725
Depreciation 38,703 0 0 38,703
Amortization of regulatory assets, net 55,319 0 0 55,319
Federal and state income taxes 68,088 59 0 68,146
Taxes other than income taxes 38,046 83 0 38,129
--------------- ----------- ------------ ------------
Total operating expenses 769,953 144 1,227 768,870
--------------- ----------- ------------ ------------
Operating Income 152,086 1,083 0 153,169
--------------- ----------- ------------ ------------
Other Income:
Equity in earnings of regional nuclear
generating companies 1,523 0 0 1,523
Other, net 1,185 (144) 939 102
Income taxes--credit (546) 0 0 (546)
--------------- ----------- ------------ ------------
Other income, net 2,162 (144) 939 1,079
--------------- ----------- ------------ ------------
Income before interest charges 154,248 939 939 154,248
--------------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 76,410 0 0 76,410
Other interest 394 383 383 394
--------------- ----------- ------------ ------------
Interest charges, net 76,804 383 383 76,804
--------------- ----------- ------------ ------------
Net Income 77,444 556 556 77,444
=============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-22
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Retained Earnings (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 60,840 (246) (246) 60,840
Addition: Net income 77,444 556 556 77,444
-------------- ----------- ------------ ------------
138,284 310 310 138,284
Deductions:
Dividends declared on Preferred Stock 13,250 0 0 13,250
-------------- ----------- ------------ ------------
Balance at end of period 125,034 310 310 125,034
============== =========== ============ ============
</TABLE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Capital Surplus, Paid In (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 421,245 0 0 421,245
Capital stock expenses, net 539 0 0 539
-------------- ----------- ------------ ------------
Balance at end of period 421,784 0 0 421,784
============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
<F2>(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-23
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Cash Flows (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc.
--------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 77,444 $ 556
Adjustments to reconcile to net cash
from operating activities:
Depreciation 38,703 0
Deferred income taxes and investment tax credits, net 67,047 57
Recoverable energy costs, net of amortization (81,206) 0
Amortization of regulatory asset 55,319 0
Other sources of cash 3,213 149
Other uses of cash (4,535) 0
Changes in working capital:
Receivables and accrued utility revenues (3,205) 104
Fuel, materials, and supplies 3,734 0
Accounts payable 18,598 40
Accrued taxes 4,182 (32)
Other working capital (excludes cash) 742 (3)
--------------- -------------
Net cash flows from operating activities 180,036 871
--------------- -------------
Cash Flows From Financing Activities:
Net decrease in short-term debt (2,500) 0
Reacquisitions and retirements of long-term debt (94,000) (919)
Cash dividends on preferred stock (13,250) 0
--------------- -------------
Net cash flows used for financing activities (109,750) (919)
--------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant (39,721) 0
Nuclear fuel (1,249) 0
--------------- -------------
Net cash flows used for investments in plant (40,970) 0
NU System Money Pool (35,000) 0
Other investment activities, net 11 0
--------------- -------------
Net cash flows (used for) from investments (75,959) 0
--------------- -------------
Net decrease in cash for the period (5,673) (48)
Cash - beginning of period 5,995 265
--------------- -------------
Cash - end of period $ 322 $ 217
=============== =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 74,507 $ 0
=============== =============
Income taxes $ 167 $ 51
=============== =============
Increase in obligations:
Seabrook Power Contract $ 51,924 $ 0
=============== =============
Capital Leases $ 1,342 $ 0
=============== =============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
<F2>(b) Not covered by auditors' report.
</TABLE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a
Consolidating Statement of Cash Flows (b)<F2>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 556 $ 77,444
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 38,703
Deferred income taxes and investment tax credits, net 0 67,104
Recoverable energy costs, net of amortization 0 (81,206)
Amortization of regulatory asset 0 55,319
Other sources of cash 149 3,213
Other uses of cash (149) (4,387)
Changes in working capital:
Receivables and accrued utility revenues (30) (3,072)
Fuel, materials, and supplies 0 3,734
Accounts payable 31 18,608
Accrued taxes 0 4,150
Other working capital (excludes cash) 0 739
------------- -------------
Net cash flows from operating activities 557 180,349
------------- -------------
Cash Flows From Financing Activities:
Net decrease in short-term debt 0 (2,500)
Reacquisitions and retirements of long-term debt (919) (94,000)
Cash dividends on preferred stock 0 (13,250)
------------- -------------
Net cash flows used for financing activities (919) (109,750)
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (39,721)
Nuclear fuel 0 (1,249)
------------- -------------
Net cash flows used for investments in plant 0 (40,970)
NU System Money Pool 0 (35,000)
Other investment activities, net 362 (352)
------------- -------------
Net cash flows (used for) from investments 362 (76,322)
------------- -------------
Net decrease in cash for the period 0 (5,723)
Cash - beginning of period 0 6,261
------------- -------------
Cash - end of period $ 0 $ 538
============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 0 $ 74,507
============= =============
Income taxes $ 0 $ 218
============= =============
Increase in obligations:
Seabrook Power Contract $ 0 $ 51,924
============= =============
Capital Leases $ 0 $ 1,342
============= =============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
<F2>(b) Not covered by auditors' report.
</TABLE>
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Utility Plant, at original cost:
Electric 86,462 1,437 0 87,899
Less: Accumulated provision for
depreciation 37,286 878 0 38,164
------- --------- ------------ ------------
49,176 559 0 49,735
Construction work in progress 7,271 4 0 7,275
------- --------- ------------ ------------
Total net utility plant 56,447 563 0 57,010
------- --------- ------------ ------------
Other Property and Investments:
Investments in subsidiary company, at
equity 261 0 261 0
Other, at cost 3,481 0 0 3,481
------- --------- ------------ ------------
3,742 0 261 3,481
------- --------- ------------ ------------
Current Assets:
Cash 14 98 0 112
Notes receivables from affiliated companies 7,000 0 0 7,000
Receivables, net 3,760 185 0 3,946
Accounts receivables from affiliated companies 2,774 2,450 4,729 494
Fuel, materials, and supplies, at average cost 6,168 0 0 6,168
Prepayments and other 132 0 0 132
------- --------- ------------ ------------
19,848 2,733 4,729 17,852
------- --------- ------------ ------------
Deferred Charges:
Regulatory Assets 2,776 (10) 0 2,766
Unamortized debt expense 1,052 0 0 1,052
Other 348 9 0 357
------- --------- ------------ ------------
4,176 (1) 0 4,175
------- --------- ------------ ------------
Total Assets 84,213 3,295 4,990 82,518
======= ========= ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-26
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 2,400 485 485 2,400
Capital surplus, paid in 6,000 0 0 6,000
Retained earnings 12,921 (648) (648) 12,921
------- --------- ------------ ------------
Total common stockholder's equity 21,321 (163) (163) 21,321
Long-term debt 38,300 424 424 38,300
------- --------- ------------ ------------
Total capitalization 59,621 261 261 59,621
------- --------- ------------ ------------
Current Liabilities:
Accounts payable 1,537 0 0 1,537
Accounts payable to affiliated companies 2,545 2,294 4,729 110
Accrued taxes 1,992 651 0 2,642
Accrued interest 201 0 0 201
Accrued pension benefits 1,181 0 0 1,181
Other 308 12 0 321
------- --------- ------------ ------------
7,764 2,957 4,729 5,992
------- --------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 11,651 51 0 11,702
Accumulated deferred investment tax credits 3,084 26 0 3,110
Other 2,093 0 0 2,093
------- --------- ------------ ------------
16,828 77 0 16,905
------- --------- ------------ ------------
Total Capitalization and Liabilities 84,213 3,295 4,990 82,518
======= ========= ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-27
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 64,957 32,211 62,049 35,119
------- --------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 31,856 17,761 33,176 16,442
Other 23,168 14,489 28,873 8,784
Maintenance 4,469 1 0 4,470
Depreciation 1,803 41 0 1,844
Federal and state income taxes 600 124 0 723
Taxes other than income taxes 1,968 28 0 1,996
------- --------- ------------ ------------
Total operating expenses 63,864 32,444 62,049 34,259
------- --------- ------------ ------------
Operating Income (Loss) 1,093 (233) 0 860
------- --------- ------------ ------------
Other Income:
Other, net (286) 0 (226) (60)
Income taxes--credit 250 7 0 257
------- --------- ------------ ------------
Other income, net (36) 7 (226) 197
------- --------- ------------ ------------
Income before interest charges 1,057 (226) (226) 1,057
------- --------- ------------ ------------
Interest Charges:
Interest on long-term debt 1,324 0 0 1,324
Other interest (102) 21 21 (102)
------- --------- ------------ ------------
Interest charges, net 1,222 21 21 1,222
------- --------- ------------ ------------
Net Income (165) (247) (247) (165)
======= ========= ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-28
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Retained Earnings(a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 13,662 (401) (401) 13,662
Addition: Net income (165) (247) (247) (165)
------- --------- ------------ ------------
13,497 (648) (648) 13,497
Deductions:
Common stock dividend declared:
$1.20 per share 576 0 0 576
------- --------- ------------ ------------
Balance at end of period 12,921 (648) (648) 12,921
======= ========= ============ ============
</TABLE>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 6,000 0 0 6,000
0 0 0 0
------- --------- ------------ ------------
Balance at end of period 6,000 0 0 6,000
======= ========= ============ ============
Note: Individual companies may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-29
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Holyoke Power and
Water Power Electric
Company Company
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ (165) $ (247)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 1,803 41
Deferred income taxes, net 1,116 149
Other sources of cash 641 31
Other uses of cash (960) (42)
Changes in working capital:
Receivables, net 2,976 (343)
Fuel, materials, and supplies 176 0
Accounts payable 1,079 (2,673)
Accrued taxes 1,044 35
Other working capital (excludes cash) 226 (12)
------------ ------------
Net cash flows from (used for) operating activities 7,936 (3,061)
------------ ------------
Cash Flows From Financing Activities:
Cash dividends on common shares (576) 0
------------ ------------
Net cash flows used for financing activities (576) 0
------------ ------------
Investment Activities:
Investment in plant:
Electric utility plant (2,373) 0
NU System Money Pool (5,250) 0
Other investment activities, net 249 0
------------ ------------
Net cash flows used for investments (7,374) 0
------------ ------------
Net decrease in cash for the period (14) (3,061)
Cash - beginning of period 28 3,159
------------ ------------
Cash - end of period $ 14 $ 98
============ ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 1,292 $ 21
============ ============
Income taxes $ (1,190) $ (56)
============ ============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ (247) $ (165)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 1,844
Deferred income taxes, net 0 1,265
Other sources of cash 12 660
Other uses of cash (12) (990)
Changes in working capital:
Receivables, net 2,320 314
Fuel, materials, and supplies 0 176
Accounts payable (2,320) 725
Accrued taxes 0 1,079
Other working capital (excludes cash) 0 215
------------- -------------
Net cash flows from (used for) operating activities (247) 5,123
------------- -------------
Cash Flows From Financing Activities:
Cash dividends on common shares 0 (576)
------------- -------------
Net cash flows used for financing activities 0 (576)
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (2,373)
NU System Money Pool 0 (5,250)
Other investment activities, net 247 2
------------- -------------
Net cash flows used for investments 247 (7,621)
------------- -------------
Net decrease in cash for the period 0 (3,074)
Cash - beginning of period 0 3,186
------------- -------------
Cash - end of period $ 0 $ 112
============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 21 $ 1,292
============= =============
Income taxes $ 0 $ (1,246)
============= =============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric $40 $0 $11
Less: Accumulated provision for
depreciation 40 0 4
------------ ------------ -----------
0 0 7
Construction work in progress 0 0 22
------------ ------------ -----------
Total net utility plant 0 0 29
------------ ------------ -----------
Other Property and Investments:
Investments in subsidiary companies,
at equity 17,715 0 0
Other, at cost 0 2,087 5,000
------------ ------------ -----------
17,715 2,087 5,000
------------ ------------ -----------
Current Assets:
Cash 227 912 4,753
Receivables, net 0 0 169
Receivables from affiliated companies 1,882 0 1,813
------------ ------------ -----------
2,109 912 6,735
------------ ------------ -----------
Deferred Charges:
Accumulated deferred income taxes 506 23 0
Other 815 0 1,000
------------ ------------ -----------
1,321 23 1,000
------------ ------------ -----------
Total Assets $21,145 $3,022 $12,764
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-32
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
-------- -------- ---------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric $0 $0 $0
Less: Accumulated provision for
depreciation 0 0 0
-------- -------- ---------------
0 0 0
Construction work in progress 0 0 0
-------- -------- ---------------
Total net utility plant 0 0 0
-------- -------- ---------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 872 0
Other, at cost 4,050 0 0
-------- -------- ---------------
4,050 872 0
-------- -------- ---------------
Current Assets:
Cash 0 1 10
Receivables, net 101 14 0
Receivables from affiliated companies 0 0 0
-------- -------- ---------------
101 15 10
-------- -------- ---------------
Deferred Charges:
Accumulated deferred income taxes 0 0 0
Other 1,367 0 0
-------- -------- ---------------
1,367 0 0
-------- -------- ---------------
Total Assets $5,518 $887 $10
======== ======== ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-32A
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II
Corp. Eliminations Consolidated
---------------- ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric $0 $0 $52
Less: Accumulated provision for
depreciation 0 0 45
---------------- ------------ ------------
0 0 7
Construction work in progress 0 0 23
---------------- ------------ ------------
Total net utility plant 0 0 30
---------------- ------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 18,587 0
Other, at cost 0 0 11,137
---------------- ------------ ------------
0 18,587 11,137
---------------- ------------ ------------
Current Assets:
Cash 10 0 5,913
Receivables, net 0 283 0
Receivables from affiliated companies 0 3,105 590
---------------- ------------ ------------
10 3,388 6,503
---------------- ------------ ------------
Deferred Charges:
Accumulated deferred income taxes 0 0 529
Other 0 0 3,182
---------------- ------------ ------------
0 0 3,711
---------------- ------------ ------------
Total Assets $10 $21,975 $21,381
================ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-32B
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Capitalization:
Common shares $0 $0 $0
Capital surplus, paid in 31,211 1,785 19,260
Retained earnings (12,489) 104 (7,711)
------------ ------------ -----------
Total common shareholders' equity 18,722 1,889 11,549
Long-term debt 0 0 0
------------ ------------ -----------
Total capitalization 18,722 1,889 11,549
------------ ------------ -----------
Minority Interest in Common Equity
of Subsidiaries 0 0 0
------------ ------------ -----------
Current Liabilities:
Accounts payable 0 0 1,013
Accounts payable to affiliated
companies 1,517 60 134
Accrued taxes 878 273 0
Other 28 800 68
------------ ------------ -----------
2,423 1,133 1,215
------------ ------------ -----------
Total Capitalization and Liabilities $21,145 $3,022 $12,764
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-34
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
-------- -------- ---------------
<S> <C> <C> <C>
Capitalization:
Common shares $0 $0 $0
Capital surplus, paid in 4,417 132 10
Retained earnings (79) (61) 0
-------- -------- ---------------
Total common shareholders' equity 4,338 71 10
Long-term debt 0 757 0
-------- -------- ---------------
Total capitalization 4,338 828 10
-------- -------- ---------------
Minority Interest in Common Equity
of Subsidiaries 0 0 0
-------- -------- ---------------
Current Liabilities:
Accounts payable 78 0 0
Accounts payable to affiliated
companies 1,102 59 0
Accrued taxes 0 0 0
Other 0 0 0
-------- -------- ---------------
1,180 59 0
-------- -------- ---------------
Total Capitalization and Liabilities $5,518 $887 $10
======== ======== ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-34A
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II
Corp. Eliminations Consolidated
---------------- ------------ ------------
<S> <C> <C> <C>
Capitalization:
Common shares $0 $0 $0
Capital surplus, paid in 10 25,613 31,211
Retained earnings 0 (7,747) (12,489)
---------------- ------------ ------------
Total common shareholders' equity 10 17,866 18,722
Long-term debt 0 757 0
---------------- ------------ ------------
Total capitalization 10 18,623 18,722
---------------- ------------ ------------
Minority Interest in Common Equity
of Subsidiaries 0 (36) 36
---------------- ------------ ------------
Current Liabilities:
Accounts payable 0 0 1,091
Accounts payable to affiliated
companies 0 2,305 567
Accrued taxes 0 283 869
Other 0 800 96
---------------- ------------ ------------
0 3,388 2,623
---------------- ------------ ------------
Total Capitalization and Liabilities $10 $21,975 $21,381
================ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-34B
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Operating Revenues 0 0 0
------------ ------------ -----------
Operating Expenses:
Operation 691 10 7,681
Maintenance 1 0 0
Depreciation 0 0 2
Federal and state income taxes (305) 173 (3,266)
Taxes other than income taxes 22 0 0
------------ ------------ -----------
Total operating expenses 409 183 4,417
------------ ------------ -----------
Operating Loss (409) (183) (4,417)
------------ ------------ -----------
Other Income (4,363) 291 0
------------ ------------ -----------
Income (loss) before
interest charges (4,772) 108 (4,417)
------------ ------------ -----------
Interest Charges 5 0 0
------------ ------------ -----------
Net Income (Loss) (4,777) 108 (4,417)
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-36
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Operating Revenues 0 0 0
----------- ----------- ---------------
Operating Expenses:
Operation 82 0 0
Maintenance 0 0 0
Depreciation 732 0 0
Federal and state income taxes 245 (15) 0
Taxes other than income taxes 2 0 0
----------- ----------- ---------------
Total operating expenses 1,061 (15) 0
----------- ----------- ---------------
Operating Loss (1,061) 15 0
----------- ----------- ---------------
Other Income 919 (29) 0
----------- ----------- ---------------
Income (loss) before
interest charges (142) (14) 0
----------- ----------- ---------------
Interest Charges 0 47 0
----------- ----------- ---------------
Net Income (Loss) (142) (61) 0
=========== =========== ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-36A
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II
Corp. Eliminations Consolidated
---------------- ------------ ------------
<S> <C> <C> <C>
Operating Revenues 0 0 0
---------------- ------------ ------------
Operating Expenses:
Operation 0 0 8,464
Maintenance 0 0 1
Depreciation 0 0 734
Federal and state income taxes 0 0 (3,168)
Taxes other than income taxes 0 0 24
---------------- ------------ ------------
Total operating expenses 0 0 6,055
---------------- ------------ ------------
Operating Loss 0 0 (6,055)
---------------- ------------ ------------
Other Income 0 (4,466) 1,284
---------------- ------------ ------------
Income (loss) before
interest charges 0 (4,466) (4,771)
---------------- ------------ ------------
Interest Charges 0 46 6
---------------- ------------ ------------
Net Income (Loss) 0 (4,512) (4,777)
================ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period (7,712) 996 (3,294)
Addition: Net income (loss) (4,777) 108 (4,417)
------------ ------------ -----------
(12,489) 1,104 (7,711)
Deductions:
Common stock dividend declared: 0 1,000 0
------------ ------------ -----------
Balance at end of period (12,489) 104 (7,711)
============ ============ ===========
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak Charter Oak Charter Oak
Energy, Inc. (Paris) Inc. Development
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period 22,958 1,785 7,810
Capital contribution from
Northeast Utilities 8,253 0 11,450
Premium on capital stock 0 0 0
------------ ------------ -----------
Balance at end of period 31,211 1,785 19,260
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-38
F-38
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Balance at beginning of period 63 0 0
Addition: Net income (loss) (142) (61) 0
----------- ----------- ---------------
(79) (61) 0
Deductions:
Common stock dividend declared: 0 0 0
----------- ----------- ---------------
Balance at end of period (79) (61) 0
=========== =========== ===============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Balance at beginning of period 4,164 81 0
Capital contribution from
Northeast Utilities 253 51 0
Premium on capital stock 0 0 10
----------- ----------- ---------------
Balance at end of period 4,417 132 10
=========== =========== ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-38A
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II
Corp. Eliminations Consolidated
---------------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 0 (2,235) (7,712)
Addition: Net income (loss) 0 (4,512) (4,777)
---------------- ------------ ------------
0 (6,747) (12,489)
Deductions:
Common stock dividend declared: 0 1,000 0
---------------- ------------ ------------
Balance at end of period 0 (7,747) (12,489)
================ ============ ============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II
Corp. Eliminations Consolidated
---------------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 0 13,839 22,958
Capital contribution from
Northeast Utilities 0 11,754 8,253
Premium on capital stock 10 20 0
---------------- ------------ ------------
Balance at end of period 10 25,613 31,211
================ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-38B
F-
--
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------- -------------- ------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ (4,777) $ 108 $ (4,417)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 2
Deferred income taxes (107) (23) 0
Other sources of cash 1,086 0 476
Other uses of cash 0 0 (15)
Changes in working capital:
Accounts receivable 1,831 50 617
Accounts payable 88 59 352
Accrued taxes (58) 117 0
Other working capital (excludes cash) 7 800 63
------------- -------------- ------------
Net cash flows (used for) from operating activities (1,930) 1,111 (2,922)
------------- -------------- ------------
Cash Flows From Financing Activities:
Other paid in capital 8,253 0 11,450
Cash dividends on common shares 0 (1,000) 0
------------- -------------- ------------
Net cash flows from (used for) financing activities 8,253 (1,000) 11,450
------------- -------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments (6,245) 594 (5,000)
------------- -------------- ------------
Net cash flows (used for) from investments (6,245) 594 (5,000)
------------- -------------- ------------
Net increase (decrease) in cash for the period 78 705 3,528
Cash - beginning of period 149 207 1,225
------------- -------------- ------------
Cash - end of period $ 227 $ 912 $ 4,753
============= ============== ============
Supplemental Cash Flow Information
Cash paid during the year for:
Income taxes $ (141) $ 78 $ (3,926)
============= ============== ============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE COE
(UK) (Gencoe) Argentina I
Corp. Corp. Corp.
------------ ------------ -------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ (142) $ (61) $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 732 0 0
Deferred income taxes 0 0 0
Other sources of cash 378 0 0
Other uses of cash (732) 0 0
Changes in working capital:
Accounts receivable (101) (12) 0
Accounts payable (658) 45 0
Accrued taxes (34) (1) 0
Other working capital (excludes cash) 0 0 0
------------ ------------ -------------
Net cash flows (used for) from operating activities (557) (29) 0
------------ ------------ -------------
Cash Flows From Financing Activities:
Other paid in capital 253 51 10
Cash dividends on common shares 0 0 0
------------ ------------ -------------
Net cash flows from (used for) financing activities 253 51 10
------------ ------------ -------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments 182 (22) 0
------------ ------------ -------------
Net cash flows (used for) from investments 182 (22) 0
------------ ------------ -------------
Net increase (decrease) in cash for the period (122) 0 10
Cash - beginning of period 122 1 0
------------ ------------ -------------
Cash - end of period $ 0 $ 1 $ 10
============ ============ =============
Supplemental Cash Flow Information
Cash paid during the year for:
Income taxes $ 299 $ 1 $ 0
============ ============ =============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Argentina II
Corp. Eliminations Consolidated
------------- ------------- -------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ 0 $ (4,512) $ (4,777)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 734
Deferred income taxes 0 0 (130)
Other sources of cash 0 0 1,940
Other uses of cash 0 5 (753)
Changes in working capital:
Accounts receivable 0 (367) 2,754
Accounts payable 0 (716) 600
Accrued taxes 0 283 (257)
Other working capital (excludes cash) 0 800 70
------------- ------------- -------------
Net cash flows (used for) from operating activities 0 (4,507) 181
------------- ------------- -------------
Cash Flows From Financing Activities:
Other paid in capital 10 11,774 8,253
Cash dividends on common shares 0 (1,000) 0
------------- ------------- -------------
Net cash flows from (used for) financing activities 10 10,774 8,253
------------- ------------- -------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments 0 (6,267) (4,224)
------------- ------------- -------------
Net cash flows (used for) from investments 0 (6,267) (4,224)
------------- ------------- -------------
Net increase (decrease) in cash for the period 10 0 4,210
Cash - beginning of period 0 0 1,703
------------- ------------- -------------
Cash - end of period $ 10 $ 0 $ 5,913
============= ============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Income taxes $ 0 $ 0 $ (3,689)
============= ============= =============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
HEC INC. AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC HEC Energy
International Consulting
HEC Inc. Corporation Canada, Inc.
------------ ------------- ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 2,959 0 0
Other 822 0 0
------------ ------------- ------------
3,781 0 0
Less: Accumulated provision for
depreciation 1,408 0 0
------------ ------------- ------------
2,373 0 0
Construction work in progress 0 0 0
------------ ------------- ------------
Total net utility plant 2,373 0 0
------------ ------------- ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 17 0 0
------------ ------------- ------------
Current Assets:
Cash 311 10 7
Receivables, net 2,704 0 0
Receivables from affiliated companies 118 0 8
Materials and supplies, at 26 0 0
average cost
Prepayments and other 164 0 0
------------ ------------- ------------
3,323 10 15
------------ ------------- ------------
Deferred Charges:
Other 1,949 0 0
------------ ------------- ------------
Total Assets 7,662 10 15
============ ============= ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-42
HEC INC. AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Utility Plant, at original cost:
Electric 0 2,959
Other 0 822
------------ ------------
0 3,781
Less: Accumulated provision for
depreciation 0 1,408
------------ ------------
0 2,373
Construction work in progress 0 0
------------ ------------
Total net utility plant 0 2,373
------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 17 0
------------ ------------
Current Assets:
Cash 0 328
Receivables, net 0 2,704
Receivables from affiliated companies 8 118
Materials and supplies, at 0 26
average cost
Prepayments and other 0 164
------------ ------------
8 3,340
------------ ------------
Deferred Charges:
Other 0 1,949
------------ ------------
Total Assets 25 7,662
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-42A
HEC INC.AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC HEC Energy
International Consulting
HEC Inc. Corporation Canada, Inc.
------------ ------------- ------------
<S> <C> <C> <C>
Capitalization:
Common shares 0 0 0
Capital surplus, paid in 4,316 10 7
Retained earnings (980) 0 0
------------ ------------- ------------
Total common shareholders' equity 3,336 10 7
------------ ------------- ------------
Total capitalization 3,336 10 7
------------ ------------- ------------
Obligations Under Capital Leases 2 0 0
------------ ------------- ------------
Current Liabilities:
Notes payable to affiliated company 1,975 0 0
Accounts payable 1,164 0 0
Accounts payable to affiliated
companies 37 0 8
Other 768 0 0
------------ ------------- ------------
3,944 0 8
------------ ------------- ------------
Deferred Credits:
Accumulated deferred income taxes 380 0 0
------------ ------------- ------------
Total Capitalization and Liabilities 7,662 10 15
============ ============= ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-43
HEC INC.AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Capitalization:
Common shares 0 0
Capital surplus, paid in 17 4,316
Retained earnings 0 (980)
------------ ------------
Total common shareholders' equity 17 3,336
------------ ------------
Total capitalization 17 3,336
------------ ------------
Obligations Under Capital Leases 0 2
------------ ------------
Current Liabilities:
Notes payable to affiliated company 0 1,975
Accounts payable 0 1,164
Accounts payable to affiliated
companies 8 37
Other 0 768
------------ ------------
8 3,944
------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 380
------------ ------------
Total Capitalization and Liabilities 25 7,662
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-43A
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC HEC Energy
InternationalConsulting
HEC Inc. Corporation Canada, Inc
------------ ------------ -----------
<S> <C> <C> <C
Operating Revenues $20,694 $0 $8
------------ ------------ -----------
Operating Expenses:
Operation 19,665 0 8
Maintenance 13 0 0
Depreciation 412 0 0
Federal and state income taxes 163 0 0
Taxes other than income taxes 265 0 0
------------ ------------ -----------
Total operating expenses 20,518 0 8
------------ ------------ -----------
Operating Income 176 0 0
------------ ------------ -----------
Other Income 147 0 0
------------ ------------ -----------
Income before interest charges 323 0 0
------------ ------------ -----------
Interest Charges 102 0 0
------------ ------------ -----------
Net Income (Loss) $221 $0 $0
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-44
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues $8 $20,694
------------ ------------
Operating Expenses:
Operation 8 19,665
Maintenance 0 13
Depreciation 0 412
Federal and state income taxes 0 163
Taxes other than income taxes 0 265
------------ ------------
Total operating expenses 8 20,518
------------ ------------
Operating Income 0 176
------------ ------------
Other Income 0 147
------------ ------------
Income before interest charges 0 323
------------ ------------
Interest Charges 0 102
------------ ------------
Net Income (Loss) $0 $221
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-44A
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC HEC Energy
International Consulting
HEC Inc. Corporation Canada, Inc.
------------ ------------- ------------
<S> <C> <C> <C>
Balance at beginning of period (1,201) 0 0
Addition: Net income 221 0 0
------------ ------------- ------------
Balance at end of period (980) 0 0
============ ============= ============
</TABLE>
HEC INC AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC HEC Energy
International Consulting
HEC Inc. Corporation Canada, Inc.
------------ ------------- ------------
<S> <C> <C> <C>
Balance at beginning of period 4,316 0 0
Capital stock expenses, net 0 10 7
------------ ------------- ------------
Balance at end of period 4,316 10 7
============ ============= ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-45
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 0 (1,201)
Addition: Net income 0 221
------------ ------------
Balance at end of period 0 (980)
============ ============
</TABLE>
HEC INC AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 0 4,316
Capital stock expenses, net 17 0
------------ ------------
Balance at end of period 17 4,316
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-45A
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC HEC Energy
International Consulting
HEC Inc. Corporation Canada, Inc.
----------- ------------- ------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ 221 $ 0 $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 412 0 0
Deferred income taxes and investment tax credits, net 260 0 0
Other sources of cash 668 0 0
Other uses of cash (34) 0 0
Changes in working capital:
Receivables and accrued utility revenues (157) (8) (8)
Fuel, materials, and supplies 4 0 0
Accounts payable (406) 8 8
Accrued taxes (17) 0 0
Other working capital (excludes cash) 181 0 0
----------- ------------- ------------
Net cash flows from operating activities 1,132 0 0
----------- ------------- ------------
Cash Flows From Financing Activities:
Net decrease in short-term debt (900) 0 0
Other paid in capital 0 10 7
----------- ------------- ------------
Net cash flows (used for) from financing activities (900) 10 7
----------- ------------- ------------
Investment Activities:
Investment in plant:
Electric utility plant (157) 0 0
----------- ------------- ------------
Net cash flows used for investments in plant (157) 0 0
Investment in subsidiaries (17) 0 0
----------- ------------- ------------
Net cash flows used for investments (174) 0 0
----------- ------------- ------------
Net increase in cash for the period 58 10 7
Cash - beginning of period 253 0 0
----------- ------------- ------------
Cash - end of period $ 311 $ 10 $ 7
=========== ============= ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 102 $ 0 $ 0
=========== ============= ============
Income taxes $ 0 $ 0 $ 0
=========== ============= ============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 0 $ 221
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 412
Deferred income taxes and investment tax credits, net 0 260
Other sources of cash 0 668
Other uses of cash 0 (34)
Changes in working capital:
Receivables and accrued utility revenues 0 (173)
Fuel, materials, and supplies 0 4
Accounts payable 0 (390)
Accrued taxes 0 (17)
Other working capital (excludes cash) 0 181
------------ ------------
Net cash flows from operating activities 0 1,132
------------ ------------
Cash Flows From Financing Activities:
Net decrease in short-term debt 0 (900)
Other paid in capital 17 0
------------ ------------
Net cash flows (used for) from financing activities 17 (900)
------------ ------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (157)
------------ ------------
Net cash flows used for investments in plant 0 (157)
Investment in subsidiaries (17) 0
------------ ------------
Net cash flows used for investments (17) (157)
------------ ------------
Net increase in cash for the period 0 75
Cash - beginning of period 0 253
------------ ------------
Cash - end of period $ 0 $ 328
============ ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized
during construction $ 0 $ 102
============ ============
Income taxes $ 0 $ 0
============ ============
Note: Individual columns may not add to consolidated due to rounding.
The accompaning notes are an integral part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
NU Reference is made to "Notes to Consolidated Financial
Statements" contained on pages 33 through 46 in NU's 1994
Annual Report to Shareholders, which information is
incorporated herein by reference.
CL&P Reference is made to "Notes to Consolidated Financial
Statements" contained on pages 6 through 30 in CL&P's 1994
Annual Report, which information is incorporated herein by
reference.
PSNH Reference is made to "Notes to Financial Statements" contained
on pages 6 through 27 in PSNH's 1994 Annual Report, which
information is incorporated herein by reference.
WMECO Reference is made to "Notes to Financial Statements" contained
on pages 6 through 25 in WMECO's 1994 Annual Report, which
information is incorporated herein by reference.
NAEC Reference is made to "Notes to Financial Statements" contained
on pages 6 through 16 in NAEC's 1994 Annual Report, which
information is incorporated herein by reference.
F-47
EXHIBITS
The following exhibits are incorporated by reference to the indicated SEC file
number, unless a single asterisk or double asterisk appears next to the exhibit
reference. A single asterisk indicates exhibits which are filed herewith. A
double asterisk indicates exhibits which are filed under cover of Form SE.
EXHIBIT
NUMBER DESCRIPTION
A. ANNUAL REPORTS
A.1 Annual Reports filed under the Securities Exchange Act of 1934
A.1.1 1994 Annual Report on Form 10-K for NU.
(File No. 1-5324)
A.1.2 1994 Annual Report on Form 10-K for CL&P.
(File No. 0-11419)
A.1.3 1994 Annual Report on Form 10-K for PSNH.
(File No. 1-6392)
A.1.4 1994 Annual Report on Form 10-K for WMECO.
(File No. 0-7624)
A.1.5 1994 Annual Report on Form 10-K for NAEC.
(File No. 33-43508)
A.1.6 1994 Annual Report on Form 10-K for Executive Risk Inc.
(File No. 1-12800)
A.2 Annual Reports and Reports to the FERC on Form 1
** A.2.1 1994 Annual Report to Shareholders of Connecticut Yankee
Atomic Power Company.
** A.2.2 1994 FERC Form 1 of Connecticut Yankee Atomic Power
Company.
A.2.3 1994 Annual Report to Shareholders of Maine Yankee
Atomic Power Company. (Exhibit A.2(a), 1994 New
England Electric System (NEES) U5S, File No. 30-33)
A.2.4 1994 FERC Form 1 of Maine Yankee Atomic Power
Company. (Exhibit A.2(b), 1994 NEES U5S,
File No.30-33)
A.2.5 1994 Annual Report to Shareholders of Vermont Yankee
Nuclear Power Corporation. (Exhibit A.7(a), 1994
NEES U5S, File No. 30-33)
A.2.6 1994 FERC Form 1 of Vermont Yankee Nuclear Power
Corporation. (Exhibit A.7(b), 1994 NEES U5S, File
No. 30-33)
A.2.7 1994 Annual Report to Shareholders of Yankee Atomic
Electric Company. (Exhibit A.8(a), 1994 NEES U5S, File
No. 30-33)
A.2.8 1994 FERC Form 1 of Yankee Atomic Electric Company.
(Exhibit A.8(b), 1994 NEES U5S, File
** A.2.9 1994 Annual Report to Shareholders of New England Hydro-
Transmission Electric Company, Inc.
** A.2.10 1994 Annual Report to Shareholders of New England Hydro-
Transmission Corporation.
B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND OTHER
FUNDAMENTAL DOCUMENTS OF ORGANIZATION
B.1 Northeast Utilities
B.1.1 Declaration of Trust of NU, as amended through May 24,
1988. (Exhibit B.1.1, 1988 NU Form U5S, File No.
30-246)
B.2 The Connecticut Light and Power Company
B.2.1 Certificate of Incorporation of CL&P, restated to
March 22, 1994. (Exhibit 3.2.1, 1993 NU Form 10-K, File
No. 1-5324)
B.2.2 By-laws of CL&P, as amended to March 1, 1982.
(Exhibit 3.2.2, 1993 NU Form 10-K, File No. 1-5324)
B.3 Public Service Company of New Hampshire
B.3.1 Articles of Incorporation, as amended to May 16,
1991. (Exhibit 3.3.1, 1993 NU Form 10-K, File No.
1-5324)
B.3.2 By-laws of PSNH, as amended to November 1, 1993.
(Exhibit 3.3.2, 1993 NU Form 10-K, File No.
1-5324)
B.4 Western Massachusetts Electric Company
B.4.1 Articles of Organization of WMECO, restated to February
23, 1995. (Exhibit 3.4.1, 1994 NU Form
10-K, File No. 1-5324)
B.4.2 By-laws of WMECO, as amended to February 13, 1995.
(Exhibit 3.4.2, 1994 NU Form 10-K, File No. 1-5324)
B.5 North Atlantic Energy Corporation
B.5.1 Articles of Incorporation of NAEC dated September
20, 1991. (Exhibit 3.5.1, 1993 NU Form 10-K, File
No. 1-5324)
B.5.2 Articles of Amendment dated October 16, 1991 and
June 2, 1992 to Articles of Incorporation of NAEC.
(Exhibit 3.5.2, 1993 NU Form 10-K, File No. 1-5324)
B.5.3 By-laws of NAEC, as amended to November 8, 1993.
(Exhibit 3.5.3, 1993 NU Form 10-K, File No. 1-5324)
B.6 The Quinnehtuk Company
B.6.1 Certificate of Incorporation of The Quinnehtuk
Company. (Exhibit B.7.1, September, 1966 NU U5S,
File No. 30-246)
B.6.2 Amendment to Certificate of Incorporation of The
Quinnehtuk Company dated June 10, 1975.
(Exhibit B.6.2, 1993 NU Form U5S, File No. 30-246)
B.6.3 By-laws of The Quinnehtuk Company as amended to
March 1, 1982. (Exhibit B.4.1, 1983 NU Form U5S,
File No. 30-246)
B.7 The Rocky River Realty Company
B.7.1 Certificate of Incorporation, as amended, of The
Rocky River Realty Company. (Exhibit 1.9, 1977 NU
Form U5S, File No. 30-246)
B.7.2 By-laws of The Rocky River Realty Company as amended
to March 1, 1982. (Exhibit B.5.1, 1983 NU Form U5S,
File No. 30-246)
B.8 Research Park, Inc.
B.8.1 Charter of Research Park, Inc. dated July 18, 1963.
(Exhibit B.6, 1983 NU Form U5S, File No. 30-246)
B.8.2 By-laws of Research Park, Inc. as amended to March
1, 1982. (Exhibit B.6.1, 1983 NU Form U5S,
File No. 30-246)
B.9 The City and Suburban Electric and Gas Company
B.9.1 Charter of The City and Suburban Electric and Gas
Company (Special Act No. 169, Volume XXVIII, page
193, approved May 1, 1957). (Exhibit B.8, 1983 NU
Form U5S, File No. 30-246)
B.9.2 By-laws of The City and Suburban Electric and Gas
Company as amended to February 15, 1952. (Exhibit
B.8.1, 1983 NU Form U5S, File No. 30-246)
B.10 Electric Power, Incorporated
B.10.1 Charter of Electric Power, Incorporated dated
January 1, 1955. (Exhibit B.9, 1983 NU Form U5S,
File No. 30-246)
B.10.2 Amendment to Charter of Electric Power, Incorporated
(Special Act No. 133, Volume XXXI, page 103,
approved June 11, 1963). (Exhibit B.9.1, 1983 NU
Form U5S, File No. 30-246)
B.10.3 By-laws of Electric Power, Incorporated as amended
to February 15, 1952. (Exhibit B.9.2, 1983 NU Form
U5S, File No. 30-246)
B.11 The Nutmeg Power Company
B.11.1 Certificate of Organization of The Nutmeg Power
Company dated July 19, 1954. (Exhibit B.11, 1983 NU
Form U5S, File No. 30-246)
B.11.2 By-laws of The Nutmeg Power Company as amended to
July 19, 1954. (Exhibit B.11.1, 1983 NU Form U5S,
File No. 30-246)
B.12 The Connecticut Steam Company
B.12.1 Certificate of Incorporation of The Connecticut
Steam Company dated May 13, 1965, including Special
Act No. 325, an Act Incorporating The Connecticut
Steam Company (Special Acts 1963, Senate Bill No.
704, approved June 24, 1963). (Exhibit B.12, 1983
NU Form U5S, File No. 30-246)
B.12.2 By-laws of The Connecticut Steam Company as amended
to April 27, 1965. (Exhibit B.12.1, 1983 NU Form
U5S, File No. 30-246)
B.13 The Connecticut Transmission Corporation
B.13.1 Charter of The Connecticut Transmission Corporation
and predecessor companies as amended to May 8, 1953.
(Exhibit B.13, 1983 NU Form U5S, File No. 30-246)
B.13.2 By-laws of The Connecticut Transmission Corporation
as amended to February 15, 1952. (Exhibit B.13.1,
1983 NU Form U5S, File No. 30-246)
B.14 Holyoke Water Power Company
B.14.1 Charter of Holyoke Water Power Company, as amended.
(Exhibit 1.8, 1977 NU Form U5S, File No. 30-246)
B.14.2 By-laws of Holyoke Water Power Company as amended to
March 1, 1982. (Exhibit B.14.1, 1983 NU Form U5S,
File No. 30-246)
B.15 Holyoke Power and Electric Company
B.15.1 Charter of Holyoke Power and Electric Company dated
December 5, 1925. (Exhibit B.15, 1983 NU Form U5S,
File No. 30-246)
B.15.2 Chapter 147 of the Massachusetts Acts of 1926
amending the Charter of Holyoke Power and Electric
Company, as recorded with the Office of the
Secretary of the Commonwealth on March 29, 1926.
(Exhibit B.15.1, 1983 NU Form U5S, File No. 30-246)
B.15.3 By-laws of Holyoke Power and Electric Company as
amended to March 1, 1982. (Exhibit B.15.2, 1983 NU
Form U5S, File No. 30-246)
B.16 Northeast Utilities Service Company
B.16.1 Charter of Northeast Utilities Service Company, as
amended to February 20, 1974. (Exhibit B.16, 1983
NU Form U5S, File No. 30-246)
B.16.2 By-laws of Northeast Utilities Service Company as
amended to March 1, 1982. (Exhibit B.16.1, 1983 NU
Form U5S, File No. 30-246)
B.17 Northeast Nuclear Energy Company
B.17.1 Charter of Northeast Nuclear Energy Company as
amended to April 24, 1974. (Exhibit B.17, 1983 NU
Form U5S, File No. 30-246)
B.17.2 By-laws of Northeast Nuclear Energy Company amended
to March 1, 1982. (Exhibit B.17.1, 1983 NU Form
U5S, File No. 30-246)
B.18 HEC, Inc.
B.18.1 Articles of Organization of HEC Inc. dated June 19,
1990. (Exhibit B.19, 1990 NU Form U5S, File No.
30-246)
B.18.2 By-Laws of HEC Inc. (Exhibit B.19.1, 1990 NU Form
U5S, File No. 30-246)
B.19 HEC International Corporation
* B.19.1 Articles of Organization of HEC International
Corporation dated October 12, 1994.
* B.19.2 By-laws of HEC International Corporation dated October
12, 1994.
B.20 HEC Energy Consulting Canada Inc.
* B.20.1 Articles of Organization of HEC Energy Consulting Canada
Inc. dated October 24, 1994.
* B.20.2 By-laws of HEC Energy Consulting Canada Inc. dated
October 24, 1994.
B.21 North Atlantic Energy Service Corporation
B.21.1 Articles of Incorporation; Certificate of Amendment
of North Atlantic Energy Service Corporation dated
June 1, 1992. (Exhibit B.21, 1992 NU Form U5S, File
No. 30-246)
B.21.2 By-Laws of North Atlantic Energy Service
Corporation, as amended to November 8, 1993.
(Exhibit B.19.2, 1993 NU Form U5S, File No. 30-246)
B.22 Connecticut Yankee Atomic Power Company
B.22.1 Certificate of Incorporation of Connecticut Yankee
Atomic Power Company and amendments dated to
November 20, 1964. (Exhibit B.20.1, 1993 NU Form U5S,
File No. 30-246)
B.22.2 By-laws of Connecticut Yankee Atomic Power
Company as amended to June 2, 1993. (Exhibit
B.20.2, 1993 NU Form U5S, File No. 30-246)
B.23 Properties, Inc.
B.23.1 Articles of Agreement of Properties, Inc. as
amended to June 1, 1983. (Exhibit B.21.1, 1993 NU
Form U5S, File No. 30-246)
B.23.2 By-laws of Properties, Inc. as amended to February
10, 1992. (Exhibit B.21.2, 1993 NU Form U5S, File
No. 30-246)
B.24 New Hampshire Electric Company
B.24.1 Articles of Agreement of New Hampshire Electric
Company, as amended to June 1, 1983. (Exhibit
B.22.1, 1993 NU Form U5S, File No. 30-246)
B.24.2 By-laws of New Hampshire Electric Company, as
amended to June 1, 1983. (Exhibit B.22.2, 1993 NU
Form U5S, File No. 30-246)
B.25 Charter Oak Energy, Inc.
B.25.1 Certificate of Incorporation of Charter Oak Energy,
Inc. dated September 28, 1988. (Exhibit B.16, 1989
NU Form U5S, File No. 30-246)
B.25.2 By-laws of Charter Oak Energy, Inc. dated September
28, 1988. (Exhibit B.16.1, 1989 NU Form U5S, File
No. 30-246)
B.26 Charter Oak (Paris) Inc.
B.26.1 Certificate of Incorporation of Charter Oak (Paris)
Inc. dated May 9, 1989. (Exhibit B.24.1, 1993 NU
Form U5S, File No. 30-246)
B.26.2 By-laws of Charter Oak (Paris) Inc. dated
May 9, 1989. (Exhibit B.24.2, 1993 NU Form U5S,
File No. 30-246)
B.27 COE Development Corporation
B.27.1 Certificate of Incorporation of COE Development
Corporation dated November 6, 1992. (Exhibit
B.25.1, 1993 NU Form U5S, File No. 30-246)
B.27.2 By-laws of COE Development Corporation dated
November 19, 1992. (Exhibit B.25.2, 1993 NU Form
U5S, File No. 30-246)
B.28 COE (UK) Corp.
B.28.1 Certificate of Incorporation of COE (UK) Corp. dated
January 6, 1993. (Exhibit B.26.1, 1993 NU Form U5S,
File No. 30-246)
B.28.2 By-laws of COE (UK) Corp. dated January 7, 1993.
(Exhibit B.26.2, 1993 NU Form U5S, File No. 30-246)
B.29 COE (Gencoe) Corp.
B.29.1 Restated Certificate of Incorporation of COE
(Gencoe) Corp. dated March 31, 1993. (Exhibit
B.27.1, 1993 NU Form U5S, File No. 30-246)
B.29.2 By-laws of COE (Gencoe) Corp. dated January 7, 1993.
(Exhibit B.27.2, 1993 NU Form U5S, File No. 30-246)
B.30 COE Argentina I Corp.
* B.30.1 Certificate of Incorporation of COE Argentina I Corp.
dated January 24, 1994.
* B.30.2 By-laws of COE Argentina I Corp. dated January 25, 1994.
B.31 COE Argentina II Corp.
* B.31.1 Certificate of Incorporation of COE Argentina II Corp.
dated March 14, 1994.
* B.31.2 By-laws of COE Argentina II Corp. dated March 14, 1994.
B.32 New England Hydro-Transmission Corporation
B.32.1 Articles of Incorporation, (Exhibit B.8a, 1986 NEES
U5S, File No. 30-33); Articles of Amendment of New
England Hydro-Transmission Corporation dated January
18, 1989, (Exhibit B.10a, 1988 NEES U5S, File No.
30-33).
B.32.2 By-laws of New England Hydro-Transmission
Corporation. (Exhibit B.10b, 1988 NEES U5S, File
No. 30-33)
B.33 New England Hydro-Transmission Electric Company
B.33.1 Restated Articles of Organization of New England
Hydro-Transmission Electric Company dated January
13, 1989. (Exhibit B.11a, 1988 NEES U5S, File No.
30-33)
B.33.2 By-Laws of New England Hydro-Transmission Electric
Company (Exhibit B.11b, 1988 NEES U5S File No.
30-33)
B.34 General Partnership Agreement of Encoe Partners. (File No.
70-8084)
B.35 Amended and Restated Limited Partnership Agreement (CL&P Capital,
L.P.) among CL&P, NUSCO, and the persons who became limited
partners of CL&P Capital, L.P. in accordance with the provisions
thereof dated as of January 23, 1995(MIPS). (Exhibit A.1, File
No. 70-8451)
* B.36 Joint Venture Agreement of HECI.
C.(a) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
C.1 Northeast Utilities
C.1.1 Indenture dated as of December 1, 1991 between
Northeast Utilities and IBJ Schroder Bank & Trust
Company, with respect to the issuance of Debt
Securities. (Exhibit 4.1.1, 1991 NU Form 10-K,
File No. 1-5324)
C.1.2 First Supplemental Indenture, dated as of December
1, 1991 between Northeast Utilities and IBJ Schroder
Bank & Trust Company, with respect to the issuance
of Series A Notes. (Exhibit 4.1.2, 1991 NU Form
10-K, File No. 1-5324)
C.1.3 Second Supplemental Indenture, dated as of March 1,
1992 between Northeast Utilities and IBJ Schroder
Bank & Trust Company, with respect to the issuance
of Series B Notes. (Exhibit C.1.3, 1991 NU Form
U5S, File No. 30-246)
C.1.4 Warrant Agreement dated as of June 5, 1992 between
Northeast Utilities and the Service Company.
(Exhibit 4.1.4, 1992 NU Form 10-K, File No. 1-5324)
C.1.4.1 Additional Warrant Agent Agreement dated
as of June 5, 1992 between Northeast
Utilities and State Street Bank and Trust
Company. (Exhibit 4.1.4.1, 1992 NU Form
10-K, File No. 1-5324)
C.1.4.2 Exchange and Disbursing Agent Agreement
dated as of June 5, 1992 among Northeast
Utilities, Public Service Company of New
Hampshire and State Street Bank and Trust
Company. (Exhibit 4.1.4.2, 1992 Form
10-K, File No. 1-5324)
C.1.5 Credit Agreements among CL&P, NU, WMECO, NUSCO (as
Agent) and 19 Commercial Banks dated December 3,
1992 (364 Day and Three-Year Facilities). (Exhibit
C.2.38, 1992 NU Form U5S, File No. 30-246)
C.1.6 Credit Agreements among CL&P, WMECO, NU, Holyoke
Water Power Company, RRR, NNECO and NUSCO (as Agent)
dated December 3, 1992 (364 Day and Three-Year
Facilities). (Exhibit C.2.39, 1992 NU Form U5S,
File No. 30-246)
C.2 The Connecticut Light and Power Company
C.2.1 Indenture of Mortgage and Deed of Trust between CL&P
and Bankers Trust Company, Trustee, dated as of May
1, 1921. (Composite including all twenty-four
amendments to May 1, 1967.) (Exhibit 4.1.1, 1989 NU
Form 10-K, File No. 1-5324)
Supplemental Indentures to the Composite May 1, 1921 Indenture
of Mortgage and Deed of Trust between CL&P and Bankers Trust
Company, dated as of:
C.2.2 April 1, 1967. (Exhibit 4.16, File No. 2-60806)
C.2.3 January 1, 1968. (Exhibit 4.18, File No. 2-60806)
C.2.4 December 1, 1969. (Exhibit 4.20, File No. 2-60806)
C.2.5 June 30, 1982. (Exhibit 4.33, File No. 2-79235)
C.2.6 December 1, 1989 (Exhibit 4.1.26, 1989 NU Form 10-K,
File No. 1-5324)
C.2.7 April 1, 1992. (Exhibit 4.30, File No. 33-59430)
C.2.8 July 1, 1992. (Exhibit 4.31, File No. 33-59430)
C.2.9 October 1, 1992. (Exhibit 4.32, File No. 33-59430)
C.2.10 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
C.2.11 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
C.2.12 December 1, 1993. (Exhibit 4.2.14, 1993 NU Form
10-K, File No. 1-5324)
C.2.13 February 1, 1994. (Exhibit 4.2.15, 1993 NU Form
10-K, File No. 1-5324)
C.2.14 February 1, 1994. (Exhibit 4.2.16, 1993 NU Form
10-K, File No. 1-5324)
C.2.15 June 1, 1994. (Exhibit 4.2.15, 1994 NU Form
10-K, File No. 1-5324)
C.2.16 October 1, 1994. (Exhibit 4.2.16, 1994 NU Form
10-K, File No. 1-5324)
C.2.17 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds) dated as of December 1, 1986.
(Exhibit C.1.47, 1986 NU Form U5S, File No. 30-246)
C.2.17.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds, 1986 Series) dated
as of August 1, 1994. (Exhibit 1, CL&P
Certificate as to Partial Consummation of
Transaction, File No. 70-7320)
C.2.18 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds) dated as of October 1, 1988.
(Exhibit C.1.55, 1988 NU Form U5S, File No. 30-246)
C.2.19 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds) dated as of December 1, 1989.
(Exhibit C.1.39, 1989 NU Form U5S, File No. 30-246)
C.2.20 Loan and Trust Agreement among Business Finance
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds) dated as of December 1, 1992.
(Exhibit C.2.33, 1992 NU Form U5S, File No. 30-246)
C.2.21 Series A (Tax Exempt Refunding) PCRB Loan Agreement
between Connecticut Development Authority and CL&P
(Pollution Control Bonds) dated as of September 1,
1993. (Exhibit 4.2.21, 1993 NU Form 10-K, File No. 1-
5324)
C.2.22 Series B (Tax Exempt Refunding) PCRB Loan Agreement
between Connecticut Development Authority and CL&P
(Pollution Control Bonds) dated as of September 1,
1993. (Exhibit 4.2.22, 1993 NU Form 10-K, File No. 1-
5324)
C.2.23 Series A (Tax Exempt Refunding) PCRB Letter of Credit
and Reimbursement Agreement (Pollution Control Bonds)
dated as of September 1, 1993. (Exhibit 4.2.23, 1993
NU Form 10-K, File No. 1-5324)
C.2.24 Series B (Tax Exempt Refunding) PCRB Letter of Credit
and Reimbursement Agreement (Pollution Control Bonds)
dated as of September 1, 1993. (Exhibit 4.2.24, 1993 NU
Form 10-K, File No. 1-5324)
C.2.25 Indenture between CL&P and Bankers Trust Company,
Trustee (Series A Subordinated Debentures), dated as of
January 1, 1995 (MIPS). (Exhibit B.1, File No. 70-
8451)
C.2.26 Payment and Guaranty Agreement of CL&P dated as of
January 23, 1995 (MIPS). (Exhibit B.3, File No. 70-
8451)
C.2.27 Amended and Restated Trust Agreement, dated February
11, 1992, among State Street Bank and Trust Company,
as Trustor, and Bankers Trust Company, as Trustee,
and CL&P and WMECO. (Niantic Bay Fuel Trust).
(Exhibit 10.23, 1991 NU Form 10-K, File No. 1-5324)
C.2.28 See Exhibit C.8.1 below, CL&P's Guarantee of Rocky
River Realty's 7-7/8% Note Agreement.
C.3 Public Service Company of New Hampshire
C.3.1 First Mortgage Indenture dated as of August 15, 1978
between PSNH and First Fidelity Bank, National
Association, New Jersey, Trustee. (Composite
including all amendments to May 16, 1991) (Exhibit
4.4.1, 1992 NU Form 10-K, File No. 1-5324)
C.3.1.1 Tenth Supplemental Indenture dated as of
May 1, 1991 between PSNH and First
Fidelity Bank, National Association.
(Exhibit 4.1, PSNH Current Report on Form
8-K dated February 10, 1992, File No. 1-
6392).
C.3.2 Revolving Credit Agreement dated as May 1, 1991.
(Exhibit 4.12, PSNH Current Report on Form 8-K dated
February 10, 1992, File No. 1-6392)
C.3.3 Term Credit Agreement dated as of May 1, 1991. (Exhibit
4.11, PSNH Current Report on Form 8-K dated February
10, 1992, File No. 1-6392)
C.3.4 Series A (Tax Exempt New Issue) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.2,
PSNH Current Report on Form 8-K dated February 10,
1992, File No. 1-6392)
C.3.5 Series B (Tax Exempt Refunding) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.3,
PSNH Current Report on Form 8-K dated February 10,
1992, File No. 1-6392)
C.3.6 Series C (Tax Exempt Refunding) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.4,
PSNH Current Report on Form 8-K dated February 10,
1992, File No. 1-6392)
C.3.7 Series D (Taxable New Issue) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.5,
PSNH Current Report on Form 8-K dated February 10,
1992, File No. 1-6392)
C.3.7.1 First Supplement to Series D (Tax Exempt
Refunding Issue) PCRB Loan and Trust
Agreement dated as of December 1, 1992.
(Exhibit 4.4.5.1, 1992 NU Form 10-K, File
No. 1-5324)
C.3.8 Series E (Taxable New Issue) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.6,
PSNH Current Report on Form 8-K dated February 10,
1992, File No. 1-6392)
C.3.8.1 First Supplement to Series E (Tax Exempt
Refunding Issue) PCRB Loan and Trust Agreement
dated as of December 1, 1993.(Exhibit
4.3.8.1, 1993 NU Form 10-K, File No. 1-5324)
C.3.9 Series D (May 1, 1991 Taxable New Issue and December 1,
1992 Tax Exempt Refunding Issue) PCRB Letter of Credit
and Reimbursement Agreement dated as of October 1,
1992. (Exhibit 4.3.9, 1993 NU Form 10-K, File No. 1-
5324)
C.3.9.1 Amended and Restated Letter of Credit
dated December 17, 1992. (Exhibit
4.3.9.1, 1993 NU Form 10-K, File No.
1-5324)
C.3.10 Series E (May 1, 1991 Taxable New Issue and December 1,
1993 Tax Exempt Refunding Issue) PCRB Letter of Credit
and Reimbursement Agreement dated as of May 1, 1991.
(Exhibit 4.8, PSNH Current Report on Form 8-K dated
February 10, 1992, File No. 1-6392)
C.3.10.1 Amended and Restated Letter of Credit
dated December 15, 1993. (Exhibit
4.3.10.1, 1993 NU Form 10-K, File No.
1-5324)
C.4 Western Massachusetts Electric Company
C.4.1 First Mortgage Indenture and Deed of Trust between
WMECO and Old Colony Trust Company (now The First
National Bank of Boston), Trustee, dated as of
August 1, 1954. (Exhibit 4.4.1, 1993 NU Form 10-K,
File No. 1-5324)
Supplemental Indentures thereto dated as of:
C.4.2 March 1, 1967. (Exhibit 2.5, File No. 2-68808)
C.4.3 March 1, 1968. (Exhibit 2.6, File No. 2-68808)
C.4.4 September 1, 1990. (Exhibit 4.3.15, 1990 NU Form
10-K, File No. 1-5324)
C.4.5 December 1, 1992. (Exhibit 4.15, File No. 33-55772)
C.4.6 January 1, 1993. (Exhibit 4.5.13, 1992 NU Form
10-K, File No. 1-5324)
C.4.7 March 1, 1994. (Exhibit 4.4.11, 1993 NU Form
10-K, File No. 1-5324)
C.4.8 March 1, 1994. (Exhibit 4.4.12, 1993 NU Form
10-K, File No. 1-5324)
C.4.9 Series A (Tax Exempt Refunding) PCRB Loan Agreement
between Connecticut Development Authority and WMECO
(Pollution Control Bonds) dated as of September 1,
1993. (Exhibit 4.4.13, 1993 NU Form 10-K, File No. 1-
5324)
C.4.10 Series A (Tax Exempt Refunding) PCRB Letter of Credit
and Reimbursement Agreement (Pollution Control Bonds)
dated as of September 1, 1993. (Exhibit 4.4.14, 1993
NU Form 10-K, File No 1-5324)
C.4.11 See Exhibits C.2.23 and C.8.1 for WMECO's interest
in joint financings.
C.5 North Atlantic Energy Corporation
C.5.1 First Mortgage Indenture and Deed of Trust between
North Atlantic and United States Trust Company of
New York, Trustee, dated as of June 1, 1992.
(Exhibit 4.6.1, 1992 NU Form 10-K, File No. 1-5324)
C.5.2 Note Indenture dated as of May 15, 1991. (Exhibit
4.10, PSNH Current Report on Form 8-K dated February
10, 1992, File No. 1-6392)
C.5.3 First Supplemental Indenture dated as of June 5,
1992 between North Atlantic, PSNH and United States
Trust Company of New York, Trustee. (Exhibit 4.6.3,
1992 NU Form 10-K, File No. 1-5324)
C.6 Northeast Nuclear Energy Company
C.6.1 Millstone Technical Building Note Agreement dated as
of December 21, 1993 between, by and between The
Prudential Insurance Company of America and NNECO.
(Exhibit 10.28, 1993 NU Form 10-K, File No. 1-5324)
C.7 Holyoke Water Power Company
C.7.1 Loan Agreement between City of Holyoke,
Massachusetts, acting by and through its Industrial
Development Financing Authority, and Holyoke Water
Power Company, dated as of November 1, 1988
(Pollution Control Bonds). (Exhibit C.4.8, 1989 NU
Form U5S, File No. 30-246)
C.7.2 Loan and Trust Agreement between Massachusetts
Industrial Finance Authority and Holyoke Water Power
Company, dated as of December 1, 1992. (Exhibit
C.7.2, 1992 NU Form U5S, File No. 30-246)
C.7.3 Loan Agreement between Massachusetts Industrial
Finance Authority and Holyoke Water Power Company,
dated as of December 1, 1990 (Pollution Control
Bonds). (Exhibit C.4.3, 1990 NU Form U5S, File No.
30-246)
C.8 The Rocky River Realty Company
C.8.1 Note Agreement from The Rocky River Realty Company
to New York Life Insurance Company, The State
Teachers Retirement Board of Ohio, The Franklin Life
Insurance Company and The Union Central Life
Insurance Company (the 7-7/8% Note Agreement) dated
as of June 1, 1973, including the Several Guarantee
of CL&P, HELCO, and WMECO of Rocky River Realty's
7-7/8% Note Agreement. (File No. 70-4637,
Order-Release Nos. 17923, April 4, 1973, and 18009,
June 21, 1973)
C.8.2 Note Agreement dated April 14, 1992, by and between
The Rocky River Realty Company (RRR) and Purchasers
named therein (Connecticut General Life Insurance
Company, Life Insurance Company of North America,
INA Life Insurance Company of New York, Life
Insurance Company of Georgia), with respect to RRR's
sale of $15 million of guaranteed senior secured
notes due 2007 and $28 million of guaranteed senior
secured notes due 2017. (Exhibit No. 10.52, 1992 NU
Form 10-K, File No. 1-5324)
C.8.2.1 Note Guaranty dated April 14, 1992 by
Northeast Utilities pursuant to Note
Agreement dated April 14, 1992 between RRR
and Note Purchasers, for the benefit of
The Connecticut National Bank as Trustee,
the Purchasers and the owners of the
notes. (Exhibit 10.52.1, 1992 NU Form
10-K, File No. 1-5324)
C.8.2.2 Assignment of Leases, Rents and Profits,
Security Agreement and Negative Pledge,
dated as of April 14, 1992 among RRR,
NUSCO and The Connecticut National Bank as
Trustee, securing notes sold by RRR
pursuant to April 14, 1992 Note Agreement.
(Exhibit 10.52.2, 1992 NU Form 10-K, File
No. 1-5324)
* D. Agreement Allocating Consolidated Income Tax Liability by Northeast
Utilities and Subsidiaries.
G. Financial Data Schedules
G.1 Financial Data Schedule of NU.
G.2 Financial Data Schedule of CL&P.
G.3 Financial Data Schedule of WMECO.
G.4 Financial Data Schedule of PSNH.
G.5 Financial Data Schedule of NAEC.
G.6 Financial Data Schedule of HWP.
G.7 Financial Data Schedule of HP&E.
* H. Organizational chart showing the relationship of Encoe Partners, a
foreign utility company, to other NU System companies.
* I. Unaudited 1994 financial reports of Encoe Partners, a foreign utility
company.
Exhibit D
Page 1
AMENDED AND RESTATED
TAX ALLOCATION AGREEMENT
------------------------
This Agreement, dated as of January 1, 1990, is made by and among
Northeast Utilities (the "Parent Company")
and The Connecticut Light and Power Company, Western Massachusetts
Electric Company, Holyoke Water Power
Company, Northeast Utilities Service Company, Northeast Nuclear Energy
Company, Holyoke Power and Electric
Company, The Rocky River Realty Company, The Quinnehtuk Company, Research
Park, Inc., Charter Oak Energy, Inc.,
and Charter Oak Paris, Inc., and (as of the date on which each of the
following companies became a member of
the Parent Company affiliated group, as defined in Section 1504(a)(1) of
the Internal Revenue Code of 1986, as
amended (the "Code")) HEC, Inc., Public Service Company of New Hampshire,
North Atlantic Energy Corporation and
North Atlantic Energy Service Corporation (hereinafter collectively
"subsidiaries" and singly "subsidiary") in accordance
with rule 45(c).1 The subsidiaries join in the annual filing of a
consolidated federal income tax return with the Parent Company.
In consideration of the mutual benefits and obligations provided for
herein, the Parties to this Agreement hereby agree
that the consolidated federal income tax, as defined by rule 45(c)(1), of
the Parent Company and the subsidiaries
shall be allocated as follows:
(1) Apportionment of Parent Company Income or Loss. The net taxable
----------------------------------------------
income or loss of the Parent Company attributable to the operations
of the subsidiaries or to dividends received from the subsidiaries,
computed on a separate return basis ("separate taxable income"),
shall be apportioned among such subsidiaries in proportion
to the dividends paid by each subsidiary to the Parent Company.
The separate taxable income of the Parent Company or a subsidiary is
the income or loss of such company for a tax year, computed as
though such company had always filed a separate return on the same
basis as used in the consolidated return, with the following
adjustments:
(a) Gains and losses on intercompany transactions shall be
taken into account as provided in Treas. Reg.
Section1.1502-13 and 13T.
(b) Gains and losses relating to inventory adjustments
shall be taken into account as provided
in Treas. Reg. Section1.1502-18.
(c) Dividends and other transactions with respect to stock,
bonds, or other obligations of members shall be
reflected as provided in Treas. Reg. Section1.1502-14
and -14T.
(d) Excess losses shall be included in income as provided in
Reg. Section1.1502-19.
(e) In the computations of tax credits and recapture, Treas.
Reg. Section1.1502-3(f)(2) shall apply.
(f) Basis shall be determined under Treas. Reg. Section1.1502-
31T or Section1.1502-32, and earnings and profits shall be
determined under Treas. Reg. Section1.1502-33T.
(g) Payments made or received under this Agreement shall be
eliminated.
(h) Items attributable to a consolidated return year but not
allowable on a separate company basis (such as deductions for
percentage depletion or net operating loss carryovers or
carrybacks), to the extent such items were previously taken
into account to reduce the consolidated taxable income shall
be excluded.
(2) Allocation of Consolidated Tax. The consolidated federal income
------------------------------
tax, as defined by rule 45(c)(1), exclusive of capital gains taxes (see
paragraph (3)), and the alternative minimum tax (see paragraph (7)),
and before the application or recapture of any credits (see paragraph
(4)) and the results of any special benefits (see paragraph (5)), shall
be allocated among the subsidiaries based on their separate taxable
income or loss, computed without regard to net capital gains or losses,
and after the application of paragraph (1). The tax allocated to a
company under this procedure, which may be either positive or negative,
shall be equal to the consolidated federal income tax multiplied by a
fraction, the numerator of which is the separate taxable income or loss
of the company and the denominator of which is the consolidated taxable
income. However, no company shall receive a negative allocation
greater (in absolute value) than the amount by which its loss has
reduced the consolidated federal income tax liability. Conversely, a
company shall receive a negative allocation for any loss or deduction
it cannot use currently to the extent such loss or deduction reduces
the consolidated federal income tax liability. If the consolidated tax
liability is greater than the aggregate tax on the separate taxable
income of the Parent Company and each subsidiary ("separate return
tax"), then no subsidiary shall receive an allocation greater than its
separate return tax, and the Parent Company shall be liable for the
excess of the consolidated tax over the sum of the separate return
taxes of the subsidiaries, subject to recovery in later years from
subsequent consolidated tax benefits.
(3) Allocation of Capital Gains Taxes. The portion of the consolidated
---------------------------------
tax attributable to net capital gains and losses shall be allocated
directly to the subsidiaries giving rise to such items. The effects of
netting capital gains and losses in the current year shall follow the
principles of paragraph (2). The effects of capital loss carrybacks or
carryforwards shall follow the principles of paragraph (6). See rules
45(c)(3) and 45(c)(5).
(4) Allocation of General Business Credits. The general business credit
--------------------------------------
utilized on the consolidated return allocated to a subsidiary, which
can be positive or negative, shall be equal to the consolidated general
business credit utilized multiplied by a fraction, the numerator of
which is that subsidiary's total taxes allocated under paragraphs (2)
and (3) and the denominator of which is the total taxes of all
subsidiaries under paragraphs (2) and (3). If the consolidated group
is in a credit carryforward situation, the utilized credit shall be
allocated based on the vintages that comprise the utilized credit. For
purposes of the consolidated return, the credits utilized are
determined on a first-in first-out basis with all credits generated by
all subsidiaries in the earliest year utilized first before credits
generated in a subsequent year can be utilized. For purposes of
allocating the credits pursuant to this agreement, and in accordance
with the separate return limitation of paragraph (10), the credits
utilized shall be determined on a first-in first-out basis with the
credits generated by subsidiaries allocated positive taxes in
paragraphs (2) and (3) utilized first, for all available vintages,
before credits generated by subsidiaries allocated negative taxes in
paragraphs (2) and (3) are utilized. If the vintages of credits
utilized pursuant to this agreement differ from those utilized
according to the consolidated return for a subsidiary, then the
vintages of credits utilized pursuant to this agreement shall be
exchanged among the affected subsidiaries. General business credits
that are lost due to reductions, limitations and expirations imposed by
the Code or the regulations thereunder shall be allocated in an
appropriate and reasonable manner.
(5) Allocation of Special Benefits. Any special benefits, such as the
------------------------------
effects of Section 1341 of the Code, shall be allocated directly to the
subsidiaries giving rise to them. See rule 45(c)(3).
(6) Allocation of a Net Operating Loss. Should the consolidated group
----------------------------------
generate a net operating loss for a calendar year, each company shall
first receive a positive allocation to the extent of its separate
return tax, or a negative allocation to the extent that its corporate
taxable loss reduces the consolidated taxable income for the calendar
year. The current consolidated net operating loss shall then be
apportioned to each subsidiary with a taxable loss and carried back or
forward to year(s) when the consolidated net operating loss can be
utilized. The consolidated reduction in tax resulting from the
carryback or carryforward of the net operating loss shall be
apportioned to loss subsidiaries in accordance with paragraphs (2)
through (5). See rule 45(c)(5).
(7) Allocation of Alternative Minimum Tax or Credit. If a current
-----------------------------------------------
consolidated alternative minimum tax liability exists, such liability
will be allocated to those subsidiaries with a separate company
alternative minimum tax liability. This allocation shall be
accomplished by first allocating the consolidated regular tax liability
to each subsidiary in accordance with paragraph (2) and then allocating
the alternative minimum tax to each subsidiary based on the excess of
each subsidiary's tentative minimum tax, as defined in Section 55(b)(1)
of the Code, over the regular tax allocated to it. The alternative
minimum tax allocated to a subsidiary pursuant to this procedure, shall
thus be equal to the consolidated alternative minimum tax liability
multiplied by a fraction, the numerator of which is the amount by which
that subsidiary's separate Company tentative minimum tax exceeds the
regular tax allocated to it under paragraph (2) and the denominator of
which is the total of the alternative minimum tax liabilities of those
subsidiaries with a separate company alternative minimum tax liability.
If the regular tax in the consolidated tax return is reduced by reason
of the alternative minimum tax credit (as defined in Section 53 of the
Code), the benefit of such credit shall be allocated to those
subsidiaries who (by having an alternative minimum tax liability
allocated to them in a prior year) generated the credit, with the
earliest liabilities being used first. See rules 45(c)(3) and
45(c)(5).
(8) Allocation of Superfund Tax Liability. If a consolidated current
-------------------------------------
superfund tax liability exists, such liability shall be allocated to
each subsidiary based on a fraction, the numerator of which is that
subsidiary's alternative minimum taxable income or loss (as defined in
Section 59A of the Code) after reflecting paragraph (1) and the
denominator of which is consolidated alternative minimum taxable income
after reflecting paragraph (1). Subsidiaries with alternative minimum
taxable income will be allocated a superfund tax liability while
subsidiaries with an alternative minimum taxable loss will be allocated
a tax benefit. See rule 45(c)(3).
(9) Payments for Allocations. A subsidiary with a net positive
------------------------
allocation shall pay the Parent Company the net amount allocated in the
amounts and on the dates indicated by the Parent Company, while a
subsidiary with a net negative allocation shall receive payment from
the Parent Company in the amount of its negative allocation. The
payment made to a subsidiary with a negative allocation should equal
the amount by which the consolidated tax is reduced by including the
subsidiary's net corporate tax loss in the consolidated tax return.
The Parent Company shall pay to the Internal Revenue Service the
consolidated group's net current federal income tax liability from the
net of the receipts and payments. See rule 45(c)(5).
(10) Separate Return Limitation. No subsidiary shall be allocated a
--------------------------
federal income tax which is greater than the federal income tax
computed as if such subsidiary had always filed a separate return. See
rule 45(c)(2).
(11) State Tax Liabilities. Any current state income tax liability or
---------------------
benefit associated with a state income tax return involving more than
one subsidiary shall be allocated to such subsidiaries doing business
in such state following the principles set forth herein for current
federal income taxes, except that solely for purposes of allocating the
New Hampshire business profits tax for any tax year ending on or before
December 31, 1997, all of the New Hampshire business profits tax
benefits available to a New Hampshire subsidiary (regardless of whether
such benefits are used in the computation of the actual unitary tax
liability of the group) shall be used in determining the allocation of
such tax among the subsidiaries according to the following priority:
(a) tax credits, (b) tax losses, and (c) other benefits, provided,
however, that no New Hampshire subsidiary shall be reimbursed for any
credit against the New Hampshire business profits tax used by another
subsidiary until such time as the New Hampshire subsidiary that
generated such tax credit could have utilized such credit to offset its
New Hampshire business profits tax liability and provided further that
in no event shall the New Hampshire business profits tax liability
allocated to any subsidiary exceed the separate return tax liability of
such subsidiary. (See rule 45(c).
(12) Filing Tax Returns. The Parent Company shall prepare and file the
------------------
consolidated federal income tax return for the subsidiaries that are
parties to this Agreement. The Parent Company shall act as the sole
agent for each subsidiary with respect to the payment of any liability
shown on the federal income tax return and for all other purposes
required by Treas. Reg. Section1.1502-77(a).
(13) Adjustment of Tax Liability. In the event that the consolidated
---------------------------
federal or state income tax liability for any year is redetermined
subsequent to the allocation of the consolidated tax liability reported
for that tax year, the redetermined tax liability shall be allocated
pursuant to this Agreement as if the adjustments and modifications
related to the redetermination had been a part of the original return.
In the case of a negotiated adjustment not involving an item-by-item
modification of the consolidated return, the amount of the adjustment
shall be distributed in an appropriate and reasonable manner. Any
interest or penalties associated with the underpayment or overpayment
of tax shall be allocated based on the allocation of the underlying
underpayment or overpayment of tax.
(14) Examples. The parties hereto agree that they shall be guided in the
--------
interpretation of this Agreement by the examples that will be prepared
from time to time by the Parent Company.
(15) Effective Date. This Agreement amends and restates the prior
--------------
agreement relating to the allocation of federal and state income tax
liability dated January 1, 1990 by replacing in full such prior
agreement. This Agreement shall be effective for allocation of the
current federal and state income tax liabilities of the consolidated
group for the calendar year 1990 and all subsequent years until this
Agreement is further amended in writing by each such Company which is
or becomes a party to this Agreement. For any party to this Agreement
that became a member of the Parent Company's affiliated group after
January 1, 1990, this Agreement shall be effective as of the date such
subsidiary became a member of the affiliated group. If at any time any
other company becomes a member of the Parent Company's affiliated
group, the parties hereto agree that such new member may become a party
to this Agreement by executing a duplicate copy of this Agreement. See
rule 45(c).
(16) Filing with Securities and Exchange Commission. In accordance with
----------------------------------------------
rule 45(c)(6), this Agreement shall be filed as an Amendment to the
Parent Company's Annual Report to the Securities and Exchange
Commission on Form U5S.
(17) Governing Law. This Agreement shall be construed and enforced in
-------------
accordance with the laws of the State of Connecticut.
(18) Counterparts. This Agreement may be executed in one or more
------------
counterparts all of which taken together shall constitute one and the
same instrument.
(19) Miscellaneous. This Agreement contains the complete agreement among
-------------
the parties and supersedes any prior understandings, agreements or
representations by or among the parties, written or oral, which may
have related to the subject matter hereof in any way. No term or
provision of this Agreement shall be construed to confer a benefit
upon, or grant a privilege or right to, any person other than the
parties hereto.
The above procedures for apportioning the consolidated annual net current
federal and state income tax liability and expense of Northeast Utilities and
its subsidiaries have been duly authorized and agreed to by each of the below
listed members of the consolidated group as evidenced by the signature of a duly
authorized officer of each company:
ATTEST: NORTHEAST UTILITIES
/s/ Michael A. Wiater By: /s/ Robert E. Busch
- --------------------------- ---------------------------------
Robert E. Busch
Executive Vice President and
Chief Financial Officer
ATTEST: THE CONNECTICUT LIGHT AND POWER COMPANY
/s/ Michael A. Wiater By: /s/ Walter F. Torrance, Jr.
- --------------------------- ---------------------------------
Walter F. Torrance, Jr.
Senior Vice President,
Secretary and General
Counsel
ATTEST: WESTERN MASSACHUSETTS ELECTRIC COMPANY
/s/ Michael A. Wiater By: /s/ Eugene G. Vertefeuille
- --------------------------- ---------------------------------
Eugene G. Vertefeuille
Assistant Treasurer
ATTEST: HOLYOKE WATER POWER COMPANY
/s/ Michael A. Wiater By: /s/ Robert E. Busch
- --------------------------- ---------------------------------
Robert E. Busch
Executive Vice President
and Chief Financial Officer
ATTEST: NORTHEAST UTILITIES SERVICE COMPANY
/s/ Michael A. Wiater By: /s/ Walter F. Torrance, Jr
- --------------------------- ---------------------------------
Walter F. Torrance Jr.
Senior Vice President,
Secretary and General
Counsel
ATTEST: NORTHEAST NUCLEAR ENERGY COMPANY
/s/ Michael A. Wiater By: /s/ Eugene G. Vertefeuille
- --------------------------- ---------------------------------
Eugene G. Vertefeuille
Assistant Treasurer
ATTEST: HOLYOKE POWER AND ELECTRIC COMPANY
/s/ Michael A. Wiater By: /s/ Robert E. Busch
- --------------------------- ----------------------------------
Robert E. Busch
Executive Vice President and
Chief Financial Officer
ATTEST: THE ROCKY RIVER REALTY COMPANY
/s/ Michael A. Wiater By: /s/ Walter F. Torrance, Jr.
- --------------------------- ----------------------------------
Walter F. Torrance, Jr.
Senior Vice President,
Secretary and General
Counsel
ATTEST: THE QUINNEHTUK COMPANY
/s/ Michael A. Wiater By: /s/ Eugene G. Vertefeuille
- --------------------------- ---------------------------------
Eugene G. Vertefeuille
Assistant Treasurer
ATTEST: RESEARCH PARK, INC.
/s/ Michael A. Wiater By: /s/ Robert E. Busch
- --------------------------- ---------------------------------
Robert E. Busch
Executive Vice President and
Chief Financial Officer
ATTEST: CHARTER OAK ENERGY, INC.
/s/ Michael A. Wiater By: /s/ Walter F. Torrance, Jr.
- --------------------------- ---------------------------------
Walter F. Torrance, Jr.
Senior Vice President,
Secretary and General
Counsel
ATTEST: CHARTER OAK PARIS, INC.
/s/ Michael A. Wiater By: /s/ Eugene G. Vertefeuille
- --------------------------- ---------------------------------
Eugene G. Vertefeuille
Assistant Treasurer
ATTEST: HEC, INC.
/s/ Michael A. Wiater By: /s/ Walter F. Torrance, Jr.
- --------------------------- ---------------------------------
Walter F. Torrance, Jr.
Assistant Clerk
ATTEST: PUBLIC SERVICE COMPANY OF
NEW HAMPSHIRE
/s/ Michael A. Wiater By: /s/ William T. Frain, Jr.
- --------------------------- ---------------------------------
William T. Frain, Jr.
Vice President
ATTEST: NORTH ATLANTIC ENERGY CORPORATION
/s/ Michael A. Wiater By: /s/ Robert E. Busch
- --------------------------- ---------------------------------
Robert E. Busch
Executive Vice President and
Chief Financial Officer
ATTEST: NORTH ATLANTIC ENERGY SERVICE CORPORATION
/s/ Michael A. Wiater By: /s/ John F. Opeka
- --------------------------- ---------------------------------
John F. Opeka
Executive Vice President -
Nuclear
June 3, 1992
Exhibit H
Information included in Item 1. "System Companies and Investments Therein"
provides the relationship of all system companies. The following shows the
relationship of the foreign utility company:
Northeast Utilities (Parent Company)
- - Charter Oak Energy, Inc. (100% owned by Northeast Utilities)
- COE (Gencoe) Corp. (49% owned by Charter Oak Energy, Inc.)
- COE (UK) Corp.(79.9% owned by Charter Oak Energy, Inc. and 20.1%
owned by COE (Gencoe) Corp.)
- Encoe Partners (50% owned by COE (UK) Corp.)
- COE Argentina II Corp. (100% owned by Charter Oak Energy, Inc.) (1)
(1) On March 3, 1995, Charter Oak Energy, Inc. and LG&E Power Argentina I,
Inc. filed on behalf of Central Termica
San Miguel de Tucuman, S.A. (CTSMT) a Form U-57, Notification of Foreign
Utility Company Status, with the SEC.
Currently, COE Development Corporation owns 33.3% of the common stock of
CTSMT. When the project develops
beyond the preliminary stage, Charter Oak intends to transfer ownership to
COE Argentina II Corp.
Exhibit I
Page 1
ENCOE PARTNERS*
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED DECEMBER 31, 1994
(Unaudited)
Period Ended Period Ended
December 31, 1994 December 31, 1993
----------------- -----------------
Pounds Sterling Pounds Sterling
(000) (000)
Turnover 10,284 3,238
Cost of Sales (9,453) (2,943)
------- -------
Gross profit 831 295
Administrative expenses (24) (3)
------- -------
Operating profit 807 292
Interest receivable and similar income 17 12
Interest payable and similar charges (10) -
------- -------
Profit for the period 814 304
======= =======
Balance of profits shared:
COE (UK) Corp. 725 154
Enrici Power Marketing Limited - 150
Enron Europe Liquids Processing 89 -
------- -------
814 304
======= =======
There were no recognized gains and losses other than profit for the period.
*Encoe Partners is 50% owned by COE (UK) Corp.
Exhibit I
Page 2
ENCOE PARTNERS*
BALANCE SHEET AS
OF DECEMBER 31, 1994
(Unaudited)
1994 1993
---- ----
Pounds Sterling Pounds Sterling
(000) (000)
Fixed assets:
Tangible fixed assets 3,770 -
Investments 2,577 2,771
------ ------
6,347 2,771
------ ------
Current assets:
Debtors 613 699
Cash at bank and in hand 718 -
------ ------
1,331 699
------ ------
Creditors: amounts falling
due within one period (1,248) (476)
------ ------
Net current assets 83 223
Net assets 6,430 2,994
====== ======
Partners' funds:
Capital accounts 6,347 2,771
Income accounts 83 223
------ ------
Total partners' funds 6,430 2,994
====== ======
*Encoe Partners is 50% owned by COE (UK) Corp.
Exhibit I
Page 3
ENCOE PARTNERS*
CASH FLOW STATEMENT
FOR THE PERIOD ENDED DECEMBER 31, 1994
(Unaudited)
Period Ended Period Ended
December 31, 1994 December 31, 1993
----------------- -----------------
Pounds Sterling Pounds Sterling
(000) (000)
Net cash inflow from operating activities 1,665 69
------ ------
Returns on investment and servicing
of finance:
Interest received 17 12
Interest paid (10) -
Partners drawings (954) (81)
------ ------
Net cash outflow from returns on
investments and servicing of finance (947) (69)
------ ------
Investing activities:
Payments to acquire rights to net income - (2,820)
Payments to acquire fixed assets (3,875) -
------ ------
Net cash outflow from investing activities (3,875) (2,820)
------ ------
Financing activities:
Partners' capital contributions 3,875 2,820
------ ------
Net cash in flow from financing 3,875 3,875
------ ------
Movement in cash and cash equivalents 718 -
====== ======
*Encoe Partners is 50% owned by COE (UK) Corp.
Exhibit I
Page 4
ENCOE PARTNERS*
CAPITAL ACCOUNTS
(Unaudited)
During the period the following movements on the partners' capital accounts
occurred:
Enrici Enron
Power Europe
COE(UK) Marketing Liquids
Limited Limited Processing Total
------- --------- ---------- -----
Pounds Sterling
(000)
Opening balance at 1/1/94 2,771 - - 2,771
Capital contributions - - 3,875 3,875
Amortization of investment (194) - (105) (299)
----- ----- ----- -----
Closing balance at 12/31/94 2,577 - 3,770 6,347
===== ===== ===== =====
*Encoe Partners is 50% owned by COE (UK) Corp.
EXHIBIT B.19.1
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
I hereby certify that, upon examination of these articles of
organization, duly submitted to me, it appears that the
provisions of the General Laws relative to the organization of
corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $
having been paid, said articles are deemed to have been filed
with me this 12th day of October 1994.
MICHAEL J. CONNOLLY
Secretary of State
FILING FEE: One tenth of one percent of the total
authorized capital stock, but not less than $200.00.
For the purpose of filing, shares of stock with a
par value less than one dollar, or no par stock,
shall be deemed to have a par value of one dollar
per share.
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT TO:
Carol Carver, Administration
c/o HEC Inc.
24 Prime Parkway
Natick, MA 01760
Telephone: 508/653-0456
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE SECRETARY OF STATE
MICHAEL J. CONNOLLY
Secretary
One Ashburton Place, Boston Massachusetts
02108-1512
ARTICLES OF ORGANIZATION
General Laws, Chapter 156B
ARTICLE I
The name of the corporation is:
HEC International Corporation
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To engage in the business of an energy services company, including,
without limitation, providing conservation and load management services,
energy management services and consulting services related thereto to
customers in the United States and elsewhere, and to engage in any and all
business activities in which a corporation organized under M.G.L. ch. 156B
may engage.
ARTICLE III
The types and classes of stock and the total number of shares and par value,
if any, of each type and class of stock which the corporation is authorized
to issue is as follows:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ---------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---------------------------------- -------------------------------------
COMMON COMMON 100,000 $1.00
- ---------------------------------- -------------------------------------
PREFERRED PREFERRED
- ---------------------------------- -------------------------------------
ARTICLE IV
If more than one class of stock is authorized, state a distiguishing
designation for each class. Prior to the issuance of any shares of a class,
if shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
N/A
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None.
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or
for limiting, defining, or regulating the powers of the corporation, or its
directors or stockholders, or of any class of stockholders:
(If there are no provisions, state "None".)
(See enclosed p. 6A)
Note: The preceding six (6) articles are considered to be permanent
and may ONLY be changed by filing appropriate Articles of
Amendment.
ARTICLE VII
The effective date of organization of the corporation shall be on the date
approved and filed by the Secretary of the Commonwealth. If a later
EFFECTIVE DATE is desired, specify such date which shall not be more than
thirty days after the date of filing.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be change ONLY by filing the appropriate
form provided therefor.
ARTICLE VIII
a. The street address of the corporation IN MASSACHUSETTS IS: (post office
boxes are not acceptable)
24 Prime Parkway
Natick, MA 01760
b. The name, residence and post office address (if different) of the
directors and officers of the corporation are:
(see enclosed p. 8b)
NAME RESIDENCE POST OFFICE ADDRESS
- ------------------------------------------------------------------------
President: (see enclosed p. 8b)
Treasurer:
Clerk:
Directors:
c. The fiscal year (i.e., tax year) of the corporation shall end on the
last day of the month of:
December
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation,
if any, is:
Linda A. Jensen, 24 Prime Parkway, Natick, MA 01760
ARTICLE IX
By-laws of the corporation have been duly adopted and the president,
treasurer, clerk and directors whose names are set forth above, have been
duly elected.
IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose
signature(s) appear below as incorporator(s) and whose names and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature
do hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 12th day of October, 1994.
/s/Jeffrey D. Cochran, Incorporator
Northeast Utilities Service Corporation
107 Selden Street
Berlin, CT 06037-1616
Page 6A
HEC International Corporation
(a) The directors may make, amend or repeal the By-Laws in whole or in part,
except with respect to any provision thereof which by law or the By-Laws
requires action by the stockholders.
(b) Meetings of the stockholders may be held anywhere in the United States.
(c) The corporation may be a partner or joint venturer in any business
enterprise it would have the power to conduct by itself.
(d) The directors shall have the power to fix from time to time their
compensation.
(e) To the fullest extent permitted by the Massachusetts Business
Corporation Law, M.G.L. ch. 156B, as the same exists or may hereafter be
amended, a director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.
Page 8b
HEC International Corporation
POST
OFFICE
NAME RESIDENCE ADDRESS
President: Thomas W. Philbin 675-7 Pleasant St. Same
Weymouth, MA 02188
Treasurer: Linda A. Jensen 250 Pond Street Same
Jamaica Plain, MA 02130
Clerk: Linda A. Jensen As Above Same
Directors: William B. Ellis 31 Pound Foolish Lane Same
Glastonbury, CT 06033
Bernard M. Fox One Langley Park Same
Farmington, CT 06032
Robert E. Busch 292 Foot Hills Road Same
Higganum, CT 06001
Hugh C. MacKenzie 44 Coppersfield Drive Same
Madison, CT 06443
John B. Keane 49 Bainbridge Road Same
West Hartford, CT 06111
Thomas W. Philbin As above Same
David S. Dayton 49 Taylor Road Same
Acton, MA 01720
EXHIBIT B.19.2
B Y - L A W S
Of
HEC International Corporation
October 12, 1994
B Y - L A W S
Of
HEC International Corporation
ARTICLE I
---------
STOCKHOLDERS
------------
Section 1. Annual Meeting. The annual meeting of the stockholders of
this corporation shall be held during the month of April, May or June in each
year on such day and at such hour, as the Board of Directors may from time to
time determine. The purposes for which the annual meeting is to be held, in
addition to those prescribed by law, by the Articles of Organization (herein
used to refer to the Articles of Organization as amended from time to time)
or by these By-Laws (herein used to refer to these By-Laws as amended from
time to time), may be specified by the directors or the Chairman of the
Board. In the event an annual meeting is not so held, a special meeting in
lieu of the annual meeting may be held with all the force and effect of an
annual meeting. Such special meeting shall be called in the manner and as
provided for special stockholders' meetings.
Section 2. Special Meetings. Special meetings of the stockholders
shall be held whenever called by the Chairman of the Board, President, or a
majority of the Board of Directors then in office, or whenever called in any
other manner as provided by law.
Section 3. Place of Stockholders' Meetings. Each meeting of the
stockholders, annual or special, shall be held at such place either within or
outside the Commonwealth of Massachusetts as may be designated by the
directors.
Section 4. Notice of Stockholders' Meetings. A written notice of all
meetings of stockholders stating the place, date and hour thereof and the
purposes for which the meeting is to be held shall be given by the Clerk, or
an Assistant Clerk, or in case of his or her death, absence, incapacity or
refusal, by any other person designated by the Board of Directors, at least
seven days before the meeting, or such longer period before the meeting as
may be required by law, to each stockholder entitled to vote thereat, and to
each stockholder who under the Articles of Organization or these By-Laws is
entitled to such notice, by leaving such notice with such stockholder or at
his or her residence or usual place of business or by mailing it, postage
prepaid, and addressed to such stockholder at his or her address as it
appears on the books of the corporation.
Section 5. Waiver of Notice. Notice of the place, date, hour or
purposes of any annual or special meeting of the stockholders need not be
given to any stockholder entitled to notice thereof, if such stockholder
executes before or after the meeting a written waiver of notice that is filed
with the records of the meeting.
Section 6. Quorum; Adjournment. At any meeting of the stockholders, a
quorum with respect to each matter shall consist of the presence in person or
by proxy of the holders of record of a majority in interest, or such greater
percentage in interest as may be required by law, the Articles of
Organization or these By-Laws to take action with respect to such matter, of
(i) all stock issued, outstanding and entitled to vote on such matter at such
meeting, and (ii) all stock of each class and series issued, outstanding and
entitled by law, the Articles of Organization or these By-Laws to vote as a
separate class or series on such matter at such meeting. Whether or not a
quorum is present, the holders of record of a majority in interest of the
capital stock of the corporation at that time issued, outstanding and
entitled to vote who are present in person or by proxy at a meeting or, if no
such holder is present in person or by proxy, any officer entitled to preside
or act as Clerk of such meeting may adjourn the meeting to a future date from
time to time. In the event of such adjournment of a meeting at which a
quorum is present, the meeting may be held as adjourned without further
notice if the date, time and place to which the meeting is adjourned are
announced before adjournment.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
Section 1. Number of Directors and Qualifications. A Board of
Directors (divided into classes if required by the Articles of Organization
or these By-Laws) shall be elected at the annual meeting of the stockholders
or at any meeting held in lieu thereof as hereinbefore provided. The
stockholders shall at such meeting determine the number of directors to be
elected, but such number shall be not less than three, except that whenever
there shall be only two stockholders the number of directors may be not less
than two and whenever there shall be only one stockholder or prior to the
issuance of any stock the number of directors may be not less than one. For
purposes of this section, stock held in the name of two or more persons shall
be deemed to be held by a single stockholder. The stockholders may at a
special meeting held for the purpose during any year increase or decrease the
number of directors. The directors may, by a vote of a majority then in
office, increase the number of directors.
Subject to the provisions of this Article II, each director shall serve until
the next annual meeting of stockholders or any meeting held in lieu thereof
as hereinbefore provided and until his or her successor is duly chosen and
qualified.
Section 2. Vacancies. Vacancies in the Board of Directors, however
occurring, including a vacancy resulting from the enlargement of the Board,
may be filled by a vote of a majority of the directors then in office.
Section 3. Powers of Directors. The business of the corporation shall be
managed by the Board of Directors. In the management and control of the
property, business, and affairs of the corporation, the Board of Directors
may exercise all the powers of the corporation except such as are conferred
by law or these By-Laws or the Articles of Organization upon the
stockholders.
Section 4. Executive and Other Committees. The Board of Directors may
elect from its members an Executive Committee and any other Committee or
Committees, each having such number of directors as the Board of Directors
shall determine. Members of all such Committees shall serve during the
pleasure of the Board of Directors. The Board of Directors shall elect or
appoint a Chairman of each such Committee. The Chairman of the Executive
Committee shall be elected an officer of the corporation. In the event that
any member of a Committee shall cease to be a director of the corporation for
any reason, such member shall forthwith cease to be a member of such
Committee. To the fullest extent permitted by law, the Executive Committee
shall, during the intervals between meetings of the Board of Directors,
possess and may exercise, subject to such specific directions or limitations,
if any, as may be given or imposed by the Board of Directors, all the powers
of the Board of Directors, including, without limitation, the management of
the current and ordinary business of the corporation, the authorization of
the execution on behalf of the corporation of contracts, deeds and other
legal instruments with or without the corporate seal, the issuance of
capital stock and all the powers of the Board of Directors stated in these
By-Laws other than the power to alter or repeal these By-Laws
and other powers the delegation of which is expressly forbidden by law. Any
other Committee shall possess and may exercise any powers of the Board of
Directors expressly delegated to such Committee by the Board of Directors,
other than those powers the delegation of which is expressly forbidden by
law. All action taken by a Committee shall be subject to revision or
alteration by the Board of Directors; provided that no rights or acts of
third parties shall be affected by any such revision or alteration. Each
Committee shall fix its own rules of procedure, shall meet as provided by
such rules or by resolution of the Board of Directors, and shall keep records
of its actions and proceedings, which records shall be made available for
examination by the Board of Directors. A majority of the members of a
Committee shall constitute a quorum and, in every case where a quorum is
present, the affirmative vote of a majority of the members of such Committee
present at any meeting shall be necessary for the adoption of any resolution
by such Committee.
Section 5. Directors' Meetings. Regular meetings of the Board of
Directors may be held in such places, on such dates and at such times as the
Board may determine. A regular meeting of the Board of Directors shall be
held without notice immediately after the adjournment of the annual meeting
of the stockholders or any meeting held in lieu thereof as hereinbefore
provided.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place whenever called by the Chairman of
the Board or a director. Written or printed notice of the place, date and
hour of each such special meeting shall be given by the Clerk, Assistant
Clerk, Chairman of the Board or director calling the meeting to each director
at least two business days before such meeting; delivering by hand, sending
by overnight delivery service or overnight mail, fees and postage prepaid, or
transmitting by telegram, telecopy or telex a writing containing such notice
to the director's residence or usual place of business at least two business
days before such meeting; or orally communicating such notice to the director
by telephone or in person at least twenty-four hours before such meeting.
Section 7. Waiver of Notice. Notice of a meeting need not be given to
any director who executes, before or after the meeting, a written waiver of
notice that is filed with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him or her.
Section 8. Quorum. One-third of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors. Whether or not a quorum is present, a majority of the
directors present at a meeting may adjourn the meeting to a future date from
time to time, and the meeting may be held as adjourned without further notice
if a quorum is then present and the date, time and place to which the
meeting is adjourned are announced before adjournment. Except as otherwise
required by law, the Articles of Organization or these By-Laws, the act of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 9. Participation in Meeting. Any member of the Board of
Directors or any Committee may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person at a
meeting.
Section 10. Consent in Lieu of Directors Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors or any
Committee may be taken without a meeting if a majority of the directors or a
majority of the members of such Committee consent to the action in writing
and the written consents are filed with the records of the meetings of
directors or of such Committee. Such consents shall be treated for all
purposes as a vote at a meeting.
Section 11. Removal. Any director, including a director elected by
directors to fill a vacancy in the Board of Directors, may be removed from
office with or without cause by the vote of a majority of the directors then
in office. A director may be removed for cause only after being afforded
reasonable notice and an opportunity to be heard before the body proposing
to remove him or her.
Section 12. Resignation. Any director of the corporation may resign by
delivering or causing to be delivered to the Chairman of the Board, the Clerk
or an Assistant Clerk, a written resignation, which shall take effect on
being so delivered or at such other time as may be therein specified.
Section 13. Compensation. The compensation of all directors as
directors (if any) may be fixed by the Board of Directors.
ARTICLE III
-----------
OFFICERS
--------
Section 1. Principal Officers - Election Thereof - Eligibility. The
officers of the corporation shall be a Chairman of the Board, a President, a
Treasurer, a Clerk, one or more Assistant Clerks, and such other officers as
the Board of Directors may elect or appoint. The Chairman of the Board,
President, Treasurer, Clerk and one or more Assistant Clerks shall be elected
by the directors at their first regular meeting following the annual meeting
of the stockholders or any meeting held in lieu thereof as hereinbefore
provided.
Subject to the provisions of this Article III, the Chairman of the Board, the
President, the Treasurer, the Clerk and one or more Assistant Clerks shall
each hold office until the first regular meeting of the Board of Directors
following the next annual meeting of the stockholders or any meeting held in
lieu thereof as hereinbefore provided and until his or her successor is duly
elected and qualified. The Chairman of the Board may, but need not, be a
director of the corporation. The Clerk shall be a resident of the
Commonwealth of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process. The same person may occupy
two or more offices in the corporation.
Section 2. Additional Officers and Agents. The Board of Directors in
its discretion may appoint one or more additional officers or agents of the
corporation, from time to time or at any time it may deem advisable, and may
prescribe their powers and duties and the terms of their offices. Any
officer or agent of the corporation appointed by the directors pursuant
hereto shall, subject to the provisions of this Article III, hold office
until the first regular meeting of the Board of Directors following the next
annual meeting of stockholders or any meeting held in lieu thereof as
hereinbefore provided and until his or her successor is duly appointed and
qualified.
Section 3. Removal. Officers elected or appointed by the Board of
Directors may be removed from their respective offices with or without cause
by vote of a majority of the directors then in office.
Section 4. Resignation. Any officer may resign by delivering or
causing to be delivered to the Chairman of the Board or the Clerk a written
resignation, which shall take effect on being so delivered or at such other
time as may be therein specified.
Section 5. Vacancies. Vacancies in any office, however occurring, may
be filled by the Board of Directors.
Section 6. Compensation. The compensation of officers may be fixed by
the Board of Directors.
Section 7. Delegation of Authority of Officers. The Board of Directors
may at any time delegate the powers and duties, or any of them, of any
officer to any other officer or to a committee of officers.
ARTICLE IV
----------
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 1. Definitions. For purposes of this Article IV, the following
terms shall have the following meanings:
"Indemnitee" means any person who serves or has served as a director or
officer of the corporation;
"Proceeding" means any action, suit or proceeding, whether civil,
criminal or investigatory, brought or threatened in or before any court,
tribunal, or administrative or legislative body or agency; and
"Expense" means any liability fixed by a judgment, order, decree or
award in a Proceeding, any liability reasonably incurred in connection with
the settlement of a Proceeding and any professional fees and other expenses
reasonably incurred in connection with a Proceeding or the settlement
thereof.
Section 2. General. Except as otherwise expressly provided by this
article IV, the corporation shall indemnify each Indemnitee and his or her
heirs and personal representatives against all Expenses incurred by any of
them in connection with any Proceeding in which any of them is involved as a
result of such Indemnitee's serving or having served as a director or officer
of the corporation or, at the request of the corporation, as a director,
officer, employee or other agent of any other organization or in any capacity
with respect to any employee benefit plan.
No indemnification shall be provided to an Indemnitee or his or her
heirs or personal representatives with respect to any matter as to which it
shall have been adjudicated in any Proceeding that (i) such Indemnitee did
not act in good faith in the reasonable belief that his or her action was in
the best interest of the corporation or, to the extent that such matter
related to service with respect to an employee benefit plan, in the best
interest of the participants or beneficiaries of such employee benefit plan,
or the actions of such Indemnitee involved intentional misconduct or a
knowing violation of law, (ii) the Indemnitee breached his or her duty of
loyalty to the corporation or its stockholders, or (iii) such Indemnitee
derived an improper personal benefit.
In addition, the liability of an Indemnitee shall not be eliminated or
limited under section sixty-one or sixty-two of chapter one hundred and
fifty-six B of the General Laws of Massachusetts.
Notwithstanding any other provision of this Article IV, an Indemnitee
and his or her heirs and personal representatives shall not be entitled to
indemnification under this Article IV with respect to acts or omissions
occurring during any period in which such Indemnitee was not a director of
the corporation except to the extent expressly approved by vote of the Board
of Directors of the corporation.
Indemnification under this Article IV shall include, but shall not be
limited to, payment by the corporation of Expenses incurred by an Indemnitee
or his or her heirs or personal representatives in defending a Proceeding in
advance of the final disposition of such Proceeding; provided, however, that
the corporation has first received an undertaking from such Indemnitee, or
such heirs or personal representatives, to repay to the corporation all such
advance payments if such Indemnitee, heir or personal representative shall be
adjudicated in any Proceeding to be not entitled to such indemnification
under this Article IV.
An Indemnitee and his or her heirs and personal representatives shall be
entitled to indemnification under this Article IV against all Expenses
incurred by any of them in connection with any Proceeding initiated by any of
them in which any of them successfully enforces his or her right to
indemnification under this Article IV (an "Enforcement Proceeding").
An Indemnitee and his or her heirs and personal representatives shall
not be entitled to indemnification under this Article IV against Expenses
incurred by any of them in connection with any Proceeding initiated by any of
them other than an Enforcement Proceeding unless the initiation of such
Proceeding was expressly approved in advance by vote of the Board of
Directors of the corporation.
In any Enforcement Proceeding, and in any other Proceeding which
involves, or in which is sought, a determination as to whether or not an
Indemnitee or any of his or her heirs and personal representatives is
entitled to indemnification under this Article IV, the party or parties
seeking a determination that he or she is not so entitled shall bear the
burden of proving the same.
Nothing in this Article IV shall limit any lawful rights to
indemnification existing independently of this Article IV. Nothing in this
Article IV shall be construed as limiting in any manner the power of the
Board of Directors of the corporation to provide indemnification to any
person who is not a director of the corporation and who serves as an officer,
employee or other agent of the corporation, who serves at the corporation's
request as a director, officer, employee or other agent of another
organization or who serves at the corporation's request in any capacity with
respect to any employee benefit plan.
This Article IV shall be deemed for all purposes to constitute a written
agreement between the corporation and each Indemnitee that may be altered,
amended or repealed in accordance with Article X of these By-Laws, provided
that no alteration, amendment or repeal of this Article IV shall adversely
affect the rights and protection afforded to an Indemnitee and his or her
heirs and personal representatives under this Article IV for acts or
omissions occurring before such alteration, amendment or repeal.
ARTICLE V
---------
CHAIRMAN OF THE BOARD
---------------------
The Chairman of the Board shall preside when present at all meetings of
the Board of Directors and may preside at meetings of the stockholders. He
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.
ARTICLE VI
----------
PRESIDENT
---------
In the absence of the Chairman of the Board, the President may preside
at all meetings of the stockholders at which he or she may be present.
In the absence or disability of the President, or in case of an unfilled
vacancy in that office, the Board of Directors may designate a Vice-President
or other officer of the corporation to perform the duties and exercise the
powers of the President.
ARTICLE VII
-----------
TREASURER
---------
The Treasurer shall have responsibility for the care and custody of the
funds and books of account of the corporation and shall have and exercise all
the powers and duties commonly incident to such office. The Treasurer may
endorse for deposit or collection all checks, notes, drafts and instruments
for the payment of money, payable to the corporation or to its order. He or
she shall cause to be kept accurate books of account of all monies received
and paid on account of the corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the Board, for the faithful performance of the duties of such
office and for the restoration to the corporation, in case of the Treasurer's
death, resignation, retirement or removal from office, of all the
corporation's books, papers, vouchers, money and other property of whatever
kind in possession or under control of the Treasurer.
ARTICLE VIII
------------
CLERK AND ASSISTANT CLERK
-------------------------
The Clerk shall keep accurate records of all meetings and actions of the
stockholders and shall perform all the duties commonly incident to such
office and shall perform such other duties and have such other powers as the
Board of Directors shall from time to time designate or as may be otherwise
provided for in these By-Laws. The Clerk shall act as Secretary to the Board
of Directors and keep accurate records of all its meetings and actions. An
Assistant Clerk shall have all the powers of the Clerk except as specifically
limited by a vote of the Board of Directors.
In the absence of the Clerk and any Assistant Clerk, a Clerk Pro Tempore
may be elected or appointed by the directors to perform the Clerk's duties.
ARTICLE IX
----------
CAPITAL STOCK
-------------
The Board of Directors shall have authority, without first offering the
same or any part of the same to any present or future stockholders for
subscription, to issue the whole or any part of any unissued capital stock
from time to time authorized under the Articles of Organization of this
corporation to such persons, firms, corporations or other organizations, in
such manner and amounts, for such consideration or considerations permitted
by law and upon such other terms and conditions permitted by law as the
directors may in their discretion from time to time determine. No
stockholders shall have any pre-emptive rights to acquire stock of the
corporation.
ARTICLE X
---------
SEAL
----
The corporation may have a seal, which shall consist of a flat-faced
circular die with the name of the corporation, the year of incorporation, and
the word "Massachusetts" cut or engraved thereon.
ARTICLE XI
----------
AMENDMENTS
----------
These By-Laws may be altered, amended, or repealed by the stockholders
at any annual or special meeting of the stockholders. If permitted by the
Articles of Organization, these By-Laws may be altered, amended or repealed
by the Board of Directors at any regular or special meeting of the Board of
Directors, except with respect to any alteration, amendment or repeal that by
law, the Articles of Organization or these By-Laws requires action by the
stockholders; provided, however, that any By-Laws adopted by the Board of
Directors may be amended or repealed by the stockholders. Notice of any such
alteration, amendment, or repeal shall be contained in the notice or waiver
of notice of such meeting. Not later than the time of giving notice of the
meeting of stockholders next following the making, altering, amending or
repealing by the directors of any By-Law, notice stating the substance
thereof shall be given to all stockholders entitled to vote on amending these
By-Laws.
FORM 1 EXHIBIT B.20.1
ARTICLES OF INCORPORATION
(SECTION 6)
Canada Business
Corporations Act
1 - Name of corporation
HEC ENERGY CONSULTING CANADA INC.
2 - The place in Canada where the registered office is to be situated
The Municipality of Metropolitan Toronto.
3 - The classes and any maximum number of shares
that the corporation is authorized to issue
The Corporation is authorized to issue an unlimited number of common
shares, the rights, privileges, restrictions and conditions of which are
set out in the annexed Schedule 1 which is incorporated in this form.
4 - Restrictions, if any, on share transfers
The annexed Schedule 2 is incorporated in this form.
5 - Number (or minimum and maximum number) of directors
A minimum of 1 and a maximum of 10.
6 - Restrictions, if any, on business the corporation may carry on
There are no restrictions.
7 - Other provisions, if any
The annexed Schedule 3 is incorporated in this form.
8 - Incorporators
Name(s)
Nancy J. Carroll
Address (include postal codes)
22 Vesta Dr., Toronto, Ontario M5P 2Z5
Signature
/s/Nancy J. Carroll
OR NOTICE OF CHANGE
OF REGISTERED OFFICE
(SECTION 19)
Canada Business
Corporations Act
1 - Name of corporation
HEC ENERGY CONSULTING CANADA INC.
2 - Corporation No.
3 - Place in Canada where the registered office is situated
The Municipality of Metropolitan Toronto.
4 - Address of registered office
285 Yorkland Blvd.
Willowdale, Ontario
M2J 155
Caution: Address of registered office must be within place specified in
articles, otherwise an amendment is required (Form 4) in addition to this
form
5 - Effective date of change
N/A
6 - Previous address of registered office
N/A
Date
October 24, 1994
Signature
/s/Nancy J. Carroll
Title
Incorporator
Filed 25 October 1994
Industry Canada
Certificate
of Incorporation
Canada Business
Corporations Act
HEC ENERGY CONSULTING CANADA INC.
Name of corporation
I hereby certify that the above-named
corporation, the articles of incorporation of
which are attached, was incorporated under
the Canada Business Corporations Act.
Director
Date of Incorporation
October 25, 1994
SCHEDULE 1
ARTICLES OF INCORPORATION
(1) The rights, privileges, restrictions and conditions attaching to the
common
shares are as follows:
(a) Payment of Dividends: The holders of the common shares shall be
entitled to receive dividends if, as and when declared by the board
of directors of the Corporation out of the assets of the
Corporation properly applicable to the payment of dividends in
such amounts and payable in such manner as the board of directors
may from time to time determine. Subject to the rights of the
holders of any other class of shares of the Corporation entitled to
receive dividends in priority to or rateably with the holders of
the common shares, the board of directors may in their sole
discretion declare dividends on the common shares to the exclusion
of any other class of shares of the Corporation.
(b) Participants upon Liquidation, Dissolution or Winding-up: In the
event of the liquidation, dissolution or winding-up of the
Corporation or other distribution of assets of the Corporation
among its shareholders for the purpose of winding-up its affairs,
the holders of the common shares shall, subject to the rights of
the holders of any other class of shares of the Corporation
entitled to receive the assets of the Corporation upon such a
distribution in priority to or rateably with the holders of the
common shares, be entitled to participate rateably in any
distribution of the assets of the Corporation.
(c) Voting Rights: The holders of the common shares shall be entitled
to receive notice of and to attend all annual and special meetings
of the shareholders of the Corporation and to 1 vote in respect of
each common share held at all such meetings.
SCHEDULE 2
ARTICLES OF INCORPORATION
No share in the capital of the Corporation shall be transferred without the
consent of the directors expressed by the votes of a majority of the
directors present at a meeting of the directors or by an instrument or
instruments in writing signed by a majority of the directors.
SCHEDULE 3
ARTICLES OF INCORPORATION
(1) The number of shareholders of the Corporation, exclusive of persons who
are in its employment and exclusive of persons who, having been formerly in
the employment of the Corporation, were, while in that employment and have
continued after the termination of that employment to be, shareholders of the
Corporation, is limited to not more than 50, 2 or more persons who are the
joint registered owners of 1 or more shares being counted as 1 shareholder.
(2) Any invitation to the public to subscribe for securities of the
Corporation is prohibited.
(3) The actual number of directors within the minimum and maximum number set
out in paragraph 5 may be determined from time to time by resolution of the
directors. Any vacancy among the directors resulting from an increase in the
number of directors as so determined may be filled by resolution of the
directors.
EXHIBIT B.20.2
B Y - L A W S
Of
HEC ENERGY CONSULTING CANADA INC.
October 24, 1994
BY-LAW NO. 1
A by-law relating generally to
the transaction of the business
and affairs of
HEC ENERGY CONSULTING CANADA INC.
(hereinafter referred to as the "Corporation")
DIRECTORS
1. Calling of and notice of meetings - Meetings of the board shall be held
at such place and time and on such day as any officer or any director may
determine. Notice of meetings of the board shall be given to each director
not less than 48 hours before the time when the meeting is to be held. Each
newly elected board may without notice hold its first meeting for the
purposes of organization and the appointment of officers immediately
following the meeting of shareholders at which such board was elected.
2. Votes to govern - At all meetings of the board every question shall be
decided by a majority of the votes cast on the question; and in case of an
equality of votes the chairman of the meeting shall not be entitled to a
second or casting vote.
3. Interest of directors and officers generally in contracts - No director
or officer shall be disqualified by his office from contracting with the
Corporation nor shall any contract or arrangement entered into by or on
behalf of the Corporation with any director or officer or in which any
director or officer is in any way interested be liable to be voided nor shall
any director or officer so contracting or being so interested be liable to
account to the Corporation for any profit realized by any such contract or
arrangement by reason of such director or officer holding that office or of
the fiduciary relationship thereby established; provided that the director or
officer shall have complied with the provisions of the Canada Business
Corporations Act.
INDEMNIFICATION
4. Indemnification of directors and officers - The Corporation shall
indemnify a director or officer of the Corporation or a person who acts or
acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor, and
his heirs and legal representatives to the extent permitted by the Canada
Business Corporations Act.
5. Indemnity of others - Except as otherwise required by the Canada Business
Corporations Act and subject to paragraph 4, the Corporation may from time to
time indemnify and save harmless 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
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer employee,
agent of or participant in another body corporate, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines and any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted honestly and in
good faith with a view to the best interests of the Corporation and, with
respect to any criminal or administrative action or proceeding that is
enforced by a monetary penalty, had reasonable grounds for believing that his
conduct was lawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction shall not, or itself, create a
presumption that the person did not act honestly and in good faith with a
view to the best interests of the Corporation and with respect to any
criminal or administrative action or proceeding that is enforced
by a monetary penalty, had no reasonable grounds for believing that his
conduct was lawful.
6. Right of indemnity not exclusive - The provisions for indemnification
contained in the by-laws of the Corporation shall not be deemed exclusive of
any other rights to which any person seeking indemnification may be entitled
under any agreement, vote of shareholders or directors or otherwise, both as
to action in his official capacity and as to action in another capacity, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs and legal
representatives of such a person.
7. No liability of directors or officers for certain matters - To the extent
permitted by law, no director or officer for the time being of the
Corporation shall be liable for the acts, receipts, neglects or defaults of
any other director or officer or employee or for joining in any receipt or
act for conformity or for any loss, damage or expense happening to the
Corporation through the insufficiency or deficiency of title to any property
acquired by the Corporation or for or on behalf of the Corporation or for the
insufficiency or deficiency of any security in or upon which any of the
moneys of or belonging to the Corporation shall be placed out or invested or
for any loss of damage arising from the bankruptcy, insolvency or tortious
act of any person, firm or body corporate with whom or which any moneys,
securities or other assets belonging to the Corporation shall be lodged or
deposited or for any loss, conversion, misapplication or misappropriation of
or any damage resulting from any dealings with any moneys, securities or
other assets belonging to the Corporation or for any other loss, damage or
misfortune whatever which may happen in the execution of the duties of his
respective office or trust or in relation thereto unless the same shall
happen by or through his failure to act honestly and in good faith with a
view to the best interests of the Corporation and in connection therewith to
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances. If any director or officer of the
Corporation shall be employed by or shall perform services for the
Corporation otherwise than as a director or officer or shall
be a member of a firm or a shareholder, director or officer of a body
corporate which is employed by or performs services for the Corporation, the
fact of his being a director or officer of the Corporation shall not
disentitle such director or officer or such firm or body corporate, as the
case may be, from receiving proper remuneration for such services.
BANKING ARRANGEMENTS, CONTRACTS, ETC.
8. Banking arrangements - The banking business of the Corporation, or any
part thereof, shall be transacted with such banks, trust companies or other
financial institutions as the board may designate, appoint or authorize from
time to time by resolution and all such banking business, or any part
thereof, shall be transacted on the Corporation's behalf by such one or more
officers and/or other persons as the board may designate, direct or authorize
from time to time by resolution and to the extent therein provided.
9. Execution of instruments - All contracts, documents or instruments in
writing involving amounts equal to or greater than $2,000,000 shall be
approved the shareholders and signed by such persons as the shareholders
specify.
Contracts, documents or instruments in writing involving amounts less than
$2,000,000 requiring execution by the Corporation shall be signed by any
officer or director, and all contracts, documents or instruments in writing
so signed shall be binding upon the Corporation without any further
authorization or formality. The board is authorized from time to time by
resolution to appoint any officer or officers or any other person or persons
on behalf of the Corporation to sign and deliver either contracts, documents
or instruments in writing generally or to sign either manually or by
facsimile signature and deliver specific contracts, documents or instruments
in writing. The term "contracts, documents or instruments in writing" as
used in this by-law shall include deeds, mortgages, charges, conveyances,
powers of attorney, transfers and assignments of property of all kinds
including specifically but without limitation transfers and assignments of
shares, warrants, bonds, debentures or other securities and all paper
writings.
MISCELLANEOUS
10. Invalidity of any provisions of this by-law - The invalidity or
unenforceability of any provision of this by-law shall not affect the
validity or enforceability of the remaining provisions of this by-law.
11. Omissions and errors - The accidental omission to give any notice to any
shareholder, director, officer or auditor or the non-receipt of any notice by
any shareholder, director, or auditor or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
INTERPRETATION
12. Interpretation - In this by-law and all other by-laws of the Corporation
words importing the singular number only shall include the plural and vice
versa; words importing the masculine gender shall include the feminine and
neuter genders; words importing persons shall include an individual,
partnership, association, body corporate, executor, administrator or legal
representative and any number or aggregate of persons; "articles" include the
original or restated articles of incorporation, articles of amendment,
articles of amalgamation, articles of continuance, articles of
reorganization, articles of arrangement and articles of revival; "board"
shall mean the board of directors of the Corporation; "Canada Business
Corporations Act" shall mean Canada Business Corporations Act, R.S.C. 1980,
Chapter C-44 as amended from time to time or any Act that may hereafter be
substituted therefor; and "meeting of shareholders" shall mean and included
an annual meeting of shareholders and a special meeting of shareholders.
RESOLVED that the foregoing By-law No. I is made a by-law of the
Corporation.
The undersigned, being the sole director of HEC CONSULTING CANADA
INC., hereby signs the foregoing resolution.
Dated the 24th day of October, 1994.
/s/A. John Stremlaw
RESOLVED that the foregoing By-law No. 1 of the by-laws of the
Corporation is hereby confirmed.
The undersigned, being the sole shareholder of HEC ENERGY
CONSULTING
CANADA INC., hereby signs the foregoing resolution.
Dated the 24th day of October, 1994.
HEC INC.
By: /s/ HEC INC.
EXHIBIT B.30.1
CERTIFICATE OF INCORPORATION
STOCK CORPORATION
STATE OF CONNECTICUT
SECRETARY OF THE STATE
The undersigned incorporator(s) hereby form(s) a corporation under the Stock
Corporation Act of the State of Connecticut:
1. The name of the corporation is: COE Argentina I Corp.
2. The nature of the business to be transacted, or the purposes to be
promoted
or carried out by the corporation, are as follows:
To engage, on its own and in conjunction with nonaffiliated entities,
directly or indirectly through one or more affiliates, and exclusively, in
the business of owning or operating, or both owning and operating, all or
part of one or more eligible facilities (i.e., a facility, wherever located,
which is either used for the generation of electric energy exclusively for
sale at wholesale, or used for the generation of electric energy and leased
to one or more public utility companies) and selling electric energy at
wholesale; provided that such business may also include any facility located
in a foreign country that engages in the retail sale of electric energy
produced by it to consumers not located in the United States.
To engage, directly or indirectly, in the ownership of any interest in an
entity owning, operating or otherwise possessing rights with respect to any
of such facilities.
To engage in any lawful act or activity for which corporations may be formed
under the Stock Corporation Act of the State of Connecticut, including,
without limitation, such other business as may be necessary, appropriate or
incidental to the nature of the business and the purpose of the corporation,
as described above. The enumeration of specific powers shall not be taken to
limit or abridge the general powers of the corporation.
3. The designation of each class of shares, the authorized number of shares
of each such class, and the par value (if any) of each share thereof, are as
follows:
There shall be one class of capital stock, designated "Common Stock" and
having a par value of $1.00 per share, of which 20,000 shares shall be
authorized.
4. The terms, limitations and relative rights and preferences of each class
of shares and series thereof (if any), or an express grant of authority to
the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are
as follows:
There is only one class of shares authorized, as described in item 3 above.
5. The minimum amount of stated capital with which the corporation shall
commence business is:
$10,000 dollars
6.(7)Other provisions
Any action which under any provision of Ch. 599, Title 33 of the
Connecticut General Statutes, Revision of 1958, as amended, may be taken at a
meeting of shareholders may also be taken without a meeting, by consent, in
writing, setting forth the action to be taken, signed by persons holding not
less than a majority of the voting power of shares, or of the shares of any
particular class entitled to vote thereon or to take such action, or their
duly authorized attorneys, all in accordance with the terms and subject to
the limitations imposed by Section 33-330 of the Connecticut General
Statutes.
Dated this 24th day of January 1994
I hereby declare, under the penalties of perjury, that the statements made in
the foregoing certificate are true.
This certificate of incorporation must be signed
by one or more incorporators.
NAME OF INCORPORATOR (Print or Type)
1. Joseph Dornfried
SIGNED (Incorporator)
1. Joseph Dornfried
EXHIBIT B.30.2
COE ARGENTINA I CORP.
BY-LAWS
Adopted
January 25, 1994
COE ARGENTINA I CORP.
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 Connecticut 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 prior to 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 or be in attendance at the
meeting. 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 seventy 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.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. 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. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by 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
Shareholders, 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 and
fix by resolution. 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 directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time.
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 or collectively, whose number shall constitute a quorum for such
action, 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. A Director or a member 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, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board shall so determine, a Chairman, 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. 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 shareholders. 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. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. 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 Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders 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.
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 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. He 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.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers 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 assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate 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 shall
be provided in such resolution. 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 such 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 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 Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and may be sealed by any 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 INDEPENDENT CONTRACTORS
Section 1. The Company shall, as and to the extent permitted by law,
indemnify and reimburse any person made a party to any action, suit or
proceeding by reason of the fact that he, or a person whose legal
representative or successor he is, is or was a director, officer, employee or
independent contractor of the Company or is or was serving at the request of
the Company as a director, officer, partner, trustee, employee or agent of
another enterprise, for expenses, including attorney's fees, and such amount
of any judgment, money decree, fine, penalty or settlement for which he may
become liable as the Board of Directors deems reasonable, actually incurred
by him in connection with the defense or reasonable settlement of any such
action, suit or proceeding, or any appeal therein, except in relation to
matters as to which he, or such person whose legal representative or
successor he is, is finally adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of his duties.
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 power 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 the purpose.
CERTIFICATE OF INCORPORATION
STOCK CORPORATION
EXHIBIT B.31.1
STATE OF CONNECTICUT
SECRETARY OF THE STATE
The undersigned incorporator(s) hereby form(s) a corporation under the Stock
Corporation Act of the State of Connecticut:
1. The name of the corporation is: COE Argentina II Corp.
2. The nature of the business to be transacted, or the purposes to be
promoted or carried out by the corporation, are as follows:
To engage, on its own and in conjunction with nonaffiliated entities,
directly or indirectly through one or more affiliates, and exclusively, in
the business of owning or operating, or both owning and operating, all or
part of one or more eligible facilities (i.e., a facility, wherever located,
which is either used for the generation of electric energy exclusively for
sale at wholesale, or used for the generation of electric energy and leased
to one or more public utility companies) and selling electric energy at
wholesale; provided that such business may also include any facility located
in a foreign country that engages in the retail sale of electric energy
produced by it to consumers not located in the United States.
To engage, directly or indirectly, in the ownership of any interest in an
entity owning, operating or otherwise possessing rights with respect to any
of such facilities.
To engage in any lawful act or activity for which corporations may be formed
under the Stock Corporation Act of the State of Connecticut, including,
without limitation, such other business as may be necessary, appropriate or
incidental to the nature of the business and the purpose of the corporation,
as described above. The enumeration of specific powers shall not be taken to
limit or abridge the general powers of the corporation.
3. The designation of each class of shares, the authorized number of shares
of each such class, and the par value (if any) of each share thereof, are as
follows:
There shall be one class of capital stock, designated "Common Stock" and
having a par value of $1.00 per share, of which 20,000 shares shall be
authorized.
4. The terms, limitations and relative rights and preferences of each class
of shares and series thereof (if any), or an express grant of authority to
the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are
as follows:
There is only one class of shares authorized, as described in item 3 above.
5. The minimum amount of stated capital with which the corporation shall
commence business is:
$10,000 dollars
6.(7)Other provisions
Any action which under any provision of Ch. 599, Title 33 of the
Connecticut General Statutes, Revision of 1958, as amended, may be taken at a
meeting of shareholders may also be taken without a meeting, by consent, in
writing, setting forth the action to be taken, signed by persons holding not
less than a majority of the voting power of shares, or of the shares of any
particular class entitled to vote thereon or to take such action, or their
duly authorized attorneys, all in accordance with the terms and subject to
the limitations imposed by Section 33-330 of the Connecticut General
Statutes.
Dated this 14th day of March 1994
I hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true.
This certificate of incorporation must be signed by each incorporator.
NAME OF INCORPORATOR (Print or Type)
1. Joseph Dornfried
SIGNED (Incorporator)
1. /s/Joseph Dornfried
EXHIBIT B.31.2
COE ARGENTINA II CORP.
BY-LAWS
Adopted,
March 14, 1994
COE ARGENTINA II CORP.
----------------------
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 Connecticut 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 prior to 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 or be in attendance at the
meeting. 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 seventy 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.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. 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. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by 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
Shareholders, 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 and
fix by resolution. 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 directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time.
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 or collectively, whose number shall constitute a quorum for such
action, 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. A Director or a member 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, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board shall so determine, a Chairman, 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. 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 shareholders. 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. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. 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 Presidents.
ARTICLE VII
-----------
SECRETARY
---------
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders 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.
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 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. He 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.
ARTICLE X
---------
ASSISTANT TREASURERS
--------------------
Section 1. One or more Assistant Treasurers 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 assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
----------
COMMITTEES
----------
Section 1. The Board of Directors may designate 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 shall
be provided in such resolution. 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 such 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 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 Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and may be sealed by any 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 INDEPENDENT CONTRACTORS
-------------------------------------
Section 1. The Company shall, as and to the extent permitted by law,
indemnify and reimburse any person made a party to any action, suit or
proceeding by reason of the fact that he, or a person whose legal
representative or successor he is, is or was a director, officer, employee or
independent contractor of the Company or is or was serving at the request of
the Company as a director, officer, partner, trustee, employee or agent of
another enterprise, for expenses, including attorney's fees, and such amount
of any judgment, money decree, fine, penalty or settlement for which he may
become liable as the Board of Directors deems reasonable, actually incurred
by him in connection with the defense or reasonable settlement of any such
action, suit or proceeding, or any appeal therein, except in relation to
matters as to which he, or such person whose legal representative or
successor he is, is finally adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of his duties.
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 power 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 the purpose.
EXHIBIT B.36
Joint Venture Agreement Between
HEC International Corporation and Barakat & Chamberlin, Inc.
Joint Venture Agreement Between
HEC International Corporation and Barakat & Chamberlin, Inc.
This Agreement, is made as of the 16th day of December 1994, by and between
HEC International Corporation, a Massachusetts corporation with offices at 24
Prime Parkway, Natick, Massachusetts 01760 (HEC International) and Barakat &
Chamberlin, Inc. (BCI), with offices at 1800 Harrison St., 18th Floor,
Oakland, California 94612.
HEC International and BCI hereby agree to form a joint venture that will be
named HECI. HECI will be structured as a partnership. HECI will market and
provide "HECI Energy Services" (as defined below) to customers located in
"HECI Service Territory" (defined below). HEC International and BCI
(collectively herein, the "Participants") intend to develop HECI into a
viable, on-going business that is capable of sustained activity. The
framework of HECI is intended to provide the Participants with the maximum
return while minimizing development cost investments. HECI will draw on the
market presence of BCI and the technical capabilities of HEC. BCI and HEC
International will own equal shares in HECI. Consequently, the Participants
will each contribute half of HECI's cash requirements and share equally in
any disbursements of HECI's capital and/or profits.
It is the intent of both Participants that all projects for customers in HECI
Service Territory that fall within the definition of HECI Energy Services
will be entered into and performed by HECI, unless both Participants agree
that a project is not appropriate for HECI.
1. HECI Energy Services
HECI will offer the following services:
a. Engineering consulting services to energy consumers including evaluation
of energy consumption patterns, analysis of existing energy systems,
development of energy conservation measures, design of energy-consuming
systems and related structures and equipment, cost and savings estimates,
life cycle costing of designs, review of new construction plans, development
of facility master plans, and other related engineering services.
b. Engineering and other consulting services to entities concerned with
energy consumption (government agencies, utilities, development banks and
trade groups) including the design, implementation and evaluation of
demand-side management programs, evaluation, design and implementation of
electrotechnologies, assistance in customer marketing and retention efforts.
Demand-side management (DSM) and Integrated Resource Planning (IRP)
consulting based on economic analysis that does not involve delivery of or
review of services to customer sites or the design of program delivery
mechanisms will not be performed by HECI. DSM and IRP consulting assignments
with a "top-down" approach will be solely BCI projects.
c. Construction services including project management, construction of
energy consuming systems or energy conservation measures, design/build
services, system commissioning and related construction services.
d. For projects described in subparagraphs a, b, and c above, financing
services including identification of financing sources, assistance in
arranging financing for projects, providing construction financing (if
permanent financing is available), providing project investment under DSM
contracts, review of financial feasibility, assistance in obtaining
government, utility or grant financial support for projects.
e. Verification and monitoring of energy consumption or savings, post-
installation review of savings persistence using engineering techniques.
Projects involving the verification of savings persistence using econometric
models will be solely BCI projects.
2. HECI SERVICE TERRITORY
HECI Energy Services will be offered to customers located in the states of
Arizona, California, Colorado, Idaho, Montana, Nebraska, New Mexico, Oregon,
Utah, Washington and Wyoming. They will also be offered to energy end-use
customers, utilities and foreign government agencies located outside of the
United States and of Canada.
Projects for customers with sites both within the HECI Service Territory and
outside of HECI Service Territory will be pursued by HECI upon the written
approval of HEC International and BCI.
3. EXCLUSIONS
The following services and projects are specifically excluded from HECI
Energy Services:
a. Work performed for United States government agencies or public and
private foundations outside of the United States that is the subject of prior
proposals or work outside the United States that originates through HEC's
parent company, Northeast Utilities or its other subsidiaries.
b. Projects that HEC performs for Energia Global, Inc. in Latin America.
c. By mutual agreement, contracts entered into prior to this agreement or
pursuant to a proposal submitted before the execution of this Agreement. See
Attachment A for a list of excluded contracts and proposals.
4. MARKETING OF HECI SERVICES
HECI will be marketed as a joint venture of BCI and HEC, offering HECI Energy
Services. HEC and BCI will allow HECI to use their marketing material,
including brochures, statements of corporate capabilities, resumes, client
references and other collateral marketing material. HECI may also develop
its own marketing material.
HECI will price its services to generate a margin over its costs. Where HEC
and/or BCI services are included in the proposal, HECI will obtain price
quotes for those services from HEC and/or BCI and will price those services
at cost plus a margin. However, if for competitive reasons, HECI decides to
reduce its price and margin on a project, it may reduce its price on all
components of the project, including services performed by HEC and BCI. HEC
and BCI will refer leads (requests for proposals, telephone calls requesting
information or other indications of client interest) for HECI Energy Services
within HECI Service Territory to HECI. HEC and BCI will assist in the
preparation of HECI proposals. BCI will take the lead in identifying
opportunities and HEC will take the lead in developing the technical response
included in the proposal.
HECI will not pay BCI, HEC or HEC International for the payroll costs
associated with staff time devoted to marketing for HECI. However, HECI will
reimburse out-of pocket expenses such as travel, proposal preparation and
other related expenses. The expenses must be authorized by HECI in advance.
5. STAFFING AND SUBCONTRACTING
HECI will hire a manager acceptable to both HEC International and BCI. The
manager will be responsible for development of HECI proposals, client
relationships, project management, hiring and training HECI staff. HEC will
be responsible for training the manager in HEC project management and
engineering protocols and standards. Staff will be hired as required to
complete projects.
If HECI requires additional skills or capabilities beyond that available on
staff, HECI will first endeavor to subcontract with HEC or BCI for services.
HEC and BCI will provide project related services to HECI at their "cost
rates" as will be defined in the subcontract agreement between HECI, HEC and
BCI (the "Subcontract"), which will be negotiated and executed in the near
future.
If neither HEC nor BCI can provide needed services, materials or equipment
for a client project, HECI may subcontract with another party. However, both
HEC and BCI must approve any subcontractor proposed for HECI work.
It is not anticipated that HECI will initially require administrative staff.
BCI will provide administrative and accounting services pursuant to the
Subcontract Agreement. When HECI contract volume warrants, then
administrative and accounting services may be justified.
6. MANAGEMENT OF HECI
HEC will be responsible for establishing management and quality controls for
the HECI. BCI will be responsible for establishing financial and accounting
controls for HECI. Initially, the Participants will approve all transactions
of HECI. The Participants may delegate this responsibility or a portion of
the responsibility to the HECI manager upon mutual agreement.
The Participants will each appoint a representative responsible for HECI and
coordination of activities between HEC, BCI and HECI. The representative
will be authorized to act on behalf of the Participant in the following
matters:
a. Approve the hiring, salary, promotion, transfer, or termination of any
employee of HECI.
b. Approve all proposals of HECI.
c. Approve all client contracts of HECI.
d. Approve all subcontracts and expenditures of HECI.
e. Approve the annual budget for HECI.
f. Approve distributions to Participants.
The representative for HEC International will be Dr. Thomas W. Philbin and
the representative for BCI will be Mr. Samir F. Barakat.
7. LOCATION
BCI will provide office space to HECI in its Oakland office. BCI will charge
HECI its actual cost for that space. HECI will also have access to BCI and
HEC offices when needed for marketing or project related work.
8. PARTICIPANT CONTRIBUTIONS AND DISTRIBUTIONS
HEC International and BCI will each contribute half of all of the costs to
operate HECI. Contributions will be made monthly so that HECI will be able
to meet its financial obligations. BCI will prepare a monthly accounting of
revenues and expenditures and Participants' balances. The statement will
show contributions required of each Participant and the crediting of
contributions made. All contributions by the Participants will be treated as
advances and will be subject to interest at HEC's borrowing rates. The
Participants may each contribute only up to $2.5 million unless further
authorization from the Securities and Exchange Commission (the "SEC") is
obtained. HECI collection from client contracts will be distributed with the
following priority:
a. Payment of all project costs associated with the revenues, including
subcontracts with BCI and HEC.
b. Payment of HECI payroll and vendors other than HEC and BCI.
c. Payment of BCI and HEC International for support services.
d. Repayment of advances from BCI and HEC International.
Cumulative excess of revenues over costs may be retained by HECI to fund
working capital needs. Any distributions beyond repayment of advances will
be distributed in like amounts to HEC International and BCI, provided that
any required SEC approvals are obtained.
9. NONCOMPETE CLAUSE
BCI, HEC International and HEC will not compete, by themselves or through a
potential or actual subcontractor, with HECI by offering the services that
fall within the definition of HECI Energy Services for customers in HECI
Service Territory. If HECI declines to bid or submit a proposal on a
project, either or both BCI or HEC may pursue the project. (Pursuit of
projects excluded from the territory will not be a violation of this
noncompete clause).
10. POTENTIAL CONFLICT OF INTEREST
The Participants recognize that there may be opportunities within the scope
of HECI that would create a conflict of interest for BCI or HEC International
or affiliates of HEC International, and that either Participant may request
that HECI not pursue such opportunity.
11. RESOLUTION OF DISPUTES
An arbitration procedure to be established by subsequent amendment.
12. TERMINATION
HECI may be terminated if there is a change in ownership of a Participant or
a Participant is unable to meet its obligations to HECI. HECI shall repay or
collect from the Participant that has undergone a change in ownership or an
inability to meet its obligations, the balance of its Participant's account
in return for its relinquishment of all rights and claims to HECI's
activities and contracts.
HECI may also be terminated upon written notice of one Participant (the
"Exiting Participant") to the other Participant (the "Remaining Participant")
not less than six months prior to the requested termination date. The
written notice must include an offer of settlement for the termination of
HECI -- either an offer to purchase the Remaining Participant's interest or
to sell its own interest or a plan for the orderly winding down of the
activities of HECI and distribution of the proceeds from liquidation of the
assets. The Remaining Participant shall have the option of accepting the
offer or negotiating a more acceptable termination plan. If the Participants
cannot agree on the fair market value of the HECI or on the amount owed
either to or by the Exiting Participant, HECI will have an independent
appraisal of the value of HECI, which appraisal will be used to determine
settlement of the Participants' interests in HECI.
The Exiting Participant shall not interfere with HECI contracts, clients,
employees or other relationships. The Exiting Participant may also not
compete with HECI nor the Remaining Participant within the HECI Service
Territory for projects involving work falling within the description of HECI
Energy Services for a period of one year from the settlement date.
Any termination of HECI and a sale Participants interest are subject to SEC
approval.
13. OTHER
HEC International and HECI are subject to requirements of the Public Utility
Holding Company Act of 1935, 15 U.S.C. 79 et. seq., and the regulations,
orders and decisions of the SEC thereunder.
14. SUPPLEMENTARY AGREEMENT
A supplementary agreement will be entered into by the Participants after
further and negotiation to more fully deal with the following issues:
a. Arbitration
b. Governing Law (Jurisdiction and Entity Law)
c. Subcontract Agreement between HECI, HEC, and BCI
d. Indemnification and Mandatory Insurance Requirements
IN WITNESS WHEREOF, HEC INTERNATIONAL CORPORATION and BARAKAT & CHAMBERLIN,
INC.
have caused this Agreement to be signed by their duly authorized
representatives as of the date first written above.
HEC INTERNATIONAL CORPORATION
BY /s/Dr. Thomas W. Philbin
President
DATE
BARAKAT & CHAMBERLIN, INC.
By /s/Samir F. Barakat
President
DATE
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