Commission File Number: 30-246
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM U5S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1995
Filed pursuant to the Public Utility Holding Company Act of 1935 by
NORTHEAST UTILITIES
174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010
(Corporate Address)
Selden Street, Berlin, Connecticut 06037-1616
(Principal Headquarters)
NORTHEAST UTILITIES
FORM U5S ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1995
TABLE OF CONTENTS
-----------------
ITEM PAGE
- ---- ----
1. System Companies and Investments Therein.......... 2
2. Acquisitions or Sales of Utility Assets........... 7
3. Issue, Sale, Pledge, Guarantee or Assumption of
System Securities................................. 7
4. Acquisition, Redemption or Retirement of System
Securities........................................ 8
5. Investments in Securities of Nonsystem Companies.. 11
6. Officers and Directors............................ 12
7. Contributions and Public Relations................ 35
8. Service, Sales and Construction Contracts......... 35
9. Wholesale Generators and Foreign Utility Companies 36
10. Financial Statements and Exhibits................. 41
Report of Independent Public Accountants..... F-1
Signature.................................... F-2
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995
Name of Company No. of Common % of Issuer Owner's
---------------
Name of Owner Name of Issuer Shares Owned Voting Power Book Value Book Value
- ------------- -------------- ------------ ------------ ---------- ----------
(000's) (000's)
<S> <C> <C> <C> <C>
Northeast Utilities(NU) (1) The Connecticut Light
and Power Company (3)* 12,222,930 100% $1,545,686 $1,545,686
Public Service Company
of New Hampshire (3)* 1,000 100 565,425 565,425
Western Massachusetts
Electric Company (3) 1,072,471 100 292,290 292,290
North Atlantic Energy
Corporation (NAEC) (3) 1,000 100 220,677 220,677
Holyoke Water Power
Company (3)* 480,000 100 20,664 20,664
Northeast Utilities
Service Company (4) 1 100 1 1
Northeast Nuclear Energy
Company (5) 1,500 100 16,298 16,298
North Atlantic Energy
Service Corporation
(NAESCO) (6) 1,000 100 11 11
The Rocky River Realty
Company (7) 100 100 684 684
The Quinnehtuk Company (7) 3,500 100 (1,365) (1,365)
Charter Oak Energy, Inc. (8)* 100 100 47,209 47,209
HEC Inc. (9)* 100 100 3,379 3,379
</TABLE>
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995 (CONTINUED)
Name of Company No. of Common % of Issuer Owner's
---------------
Name of Owner Name of Issuer Shares Owned Voting Power Book Value Book Value
- ------------- -------------- ------------ ------------ ---------- ----------
(000's) (000's)
<S> <C> <C> <C> <C>
The Connecticut Light and Research Park, Incorporated 50 100% $ 56 $ 56
Power Company (2)(3)***
(CL&P) CL&P Capital, L.P. (10) - 100 3,100 3,100
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 Company Properties, Inc. (7) 200 100 625 625
of New Hampshire (2) (3) -- Interest Advance 6,123 6,123
PSNH
New Hampshire Electric Company** 1 100 1 1
Western Massachusetts
Electric Company (2) (3)
(WMECO)
Holyoke Water Power Holyoke Power and Electric Company 4,850 100 (202) (202)
Company (3) -- Variable rate demand notes 424 424
</TABLE>
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995 (CONTINUED)
Name of Company No. of Common % of Issuer Owner's
---------------
Name of Owner Name of Issuer Shares Owned Voting Power Book Value Book Value
- ------------- -------------- ------------ ------------ ---------- ----------
(000's) (000's)
<S> <C> <C> <C> <C>
Charter Oak Energy, Inc. (8) Charter Oak (Paris) Inc. 100 100% $ 2,517 $ 2,517
COE Development Corporation 100 100 4,787 4,787
COE (UK) Corp. 799 79.9 3,809 3,043
COE (Gencoe) Corp. 490 49 (127) (62)
-- Promissory Note 757 371
COE Argentina I Corp. 100 100 10 10
COE Argentina II Corp. 100 100 18,781 18,781
COE Ave Fenix Corporation (11) 100 100 17,010 17,010
COE Tejona Corporation (12) 100 100 10 10
COE (Gencoe) Corp. (8) COE (UK) Corp. 201 20.1 3,809 766
HEC Inc. (9) HEC International Corporation 100 100 9 9
HEC Energy Consulting Canada Inc. 100 100 10 10
Southwest HEC Energy Services L.L.C. (13) - 50 45 45
*Consolidated.
**Inactive.
***Exempt holding company - see Commission Release Nos. 13048 and 14947.
(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.
(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 nonutility
generation and in exempt wholesale generators and foreign utility companies,
as permitted under the Energy Policy Act of 1992.
(9) Directly and through its subsidiaries, HEC provides energy management,
demand-side management, and related consulting services for commercial,
industrial, and institutional electric companies and electric utility
companies.
(10) In November 1994, CL&P Capital L.P., a Delaware limited
partnership, was formed for the sole purpose of issuing limited partnership
interests. CL&P is the sole general partner of CL&P Capital L.P.
(11) In May 1995, COE Ave Fenix Corporation, a Connecticut
corporation, was formed for the purpose of acquiring an interest in Ave
Fenix Energia S.A., an Argentine company, whose sole purpose is to own and
operate a 168 MW simple cycle natural gas-fired electric generating facility
located in the Province of Tucuman, Argentina. It is anticipated that COE
Ave Fenix Corporation will own 96% of the issued and outstanding common
stock of Ave Fenix Energia.
(12) In April 1995, COE Tejona Corporation, a Connecticut
corporation, was formed for the purpose of acquiring an interest in Plantas
Eolicas S.A., a Costa Rican company, whose sole purpose is to own and
operate a 20 MW wind-power electric generating facility located near the
town of Tejona, Costa Rica. It is anticipated that COE Tejona Corporation
will own approximately 65% of the issued and outstanding common stock of
Plantas Eolicas.
(13) In November 1995, Southwest HEC Energy Services, L.L.C., a
Delaware limited liability company, was formed to be the organizational
entity for a joint venture that would be later entered into by HEC Inc. and
Arizona Public Service Company. The joint venture will provide energy
management services, and other services that HEC is authorized to provide,
to customers in the southwestern United States and northern Mexico.
</TABLE>
<TABLE>
<CAPTION>
ITEM 1.SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995 (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:
Name Name No. of Common Percentage of Carrying Value
of Owner of Issuer Shares Owned Voting Power to Owners
========= ========= -------------- ------------- --------------
(000's)
<S> <C> <C> <C>
The Connecticut Light and Power Company:
Connecticut Yankee Atomic Power Co. 120,750 34.5% $34,966
Maine Yankee Atomic Power Co. 60,000 12.0 8,747
Vermont Yankee Nuclear Power Corp. 37,242 9.5 5,089
Yankee Atomic Electric Co. 37,583 24.5 5,822
Public Service Company of New Hampshire:
Connecticut Yankee Atomic Power Co. 17,500 5.0 5,270
Maine Yankee Atomic Power Co. 25,000 5.0 3,588
Vermont Yankee Nuclear Power Corp. 15,681 4.0 2,069
Yankee Atomic Electric Co. 10,738 7.0 1,625
Western Massachusetts Electric Company:
Connecticut Yankee Atomic Power Co. 33,250 9.5 9,618
Maine Yankee Atomic Power Co. 15,000 3.0 2,194
Vermont Yankee Nuclear Power Corp. 9,800 2.5 1,345
Yankee Atomic Electric Co. 10,738 7.0 1,663
Total System Investment:
Connecticut Yankee Atomic Power Co. 171,500 49.0 49,854
Maine Yankee Atomic Power Co. 100,000 20.0 14,529
Vermont Yankee Nuclear Power Corp. 62,723 16.0 8,503
Yankee Atomic Electric Co. 59,059 38.5 9,110
Northeast Utilities:
New England Hydro-Transmission
Electric Company, Inc. 906,324 22.66 14,604
New England Hydro-Transmission Corp. 4,871 22.66 8,954
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None required to be reported.
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 guar-
antees 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, 1995,
NU had $6,652,160 of such guarantees outstanding. The highest amount
outstanding during 1995 was $6,742,160 on August 22, 1995.
In addition, information relating to the following issuance has been
filed on Form U-6B-2 in accordance with Rule 52:
1. Issuance of $225,000,000 aggregate principal amount of variable rate
(depending upon borrowing option and interest period chosen from time
to time) Notes pursuant to a Term Credit Agreement; and Multicurrency-
Cross Border ISDA Master Agreements with an effective fixed rate of
7.051 percent (assuming no change in Public Service Company of New
Hampshire's First Mortgage Bonds' credit rating) to manage the
variable interest rate of Notes by North Atlantic Energy Corporation
on December 11, 1995.
</TABLE>
<TABLE>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Acquired Amounts Retired/Debt Repayment
---------------------------------- ----------------------------------
Number of Shares Number of Shares
Name of Issuer and Title of Issue or Principal Amount Consideration or Principal Amount Consideration
- --------------------------------- ------------------- ------------- ------------------- -------------
<S> <C> <C> <C> <C>
The Connecticut Light and Power Company
Preferred Stock -
1989 DARTS 2,000,000 $ 50,000,000 2,000,000 $ 50,000,000
Series 1989 - 9.00% 3,000,000 79,050,000 3,000,000 79,050,000
------------ ------------- ------------ ------------
5,000,000 $ 129,050,000 5,000,000 $129,050,000
============ ============= ============ ============
First Mortgage Bonds -
7.625% Series UU of 1992 $ 2,755,000 $ 2,755,000 $ 2,755,000 $ 2,755,000
============ ============= ============ ============
Other Notes/Agreements - (2)
Connecticut Resource Recovery
Authority Note $ 8,100,000 $ 8,100,000 $ 8,100,000 $ 8,100,000
Other 10,756 10,756 10,756 10,756
------------ ------------- ------------ ------------
$ 8,110,756 $ 8,110,756 $ 8,110,756 $ 8,110,756
============ ============= ============ ============
Western Massachusetts Electric Company
Preferred Stock -
1988 DARTS 600,000 $ 15,000,000 600,000 $ 15,000,000
Series 1987 - 7.60% 27,000 675,000 27,000 675,000
------------ ------------- ------------ ------------
627,000 $ 15,675,000 627,000 $ 15,675,000
============ ============= ============ ============
First Mortgage Bonds -
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 34,300,000 34,300,000 34,300,000 34,300,000
------------ ------------- ------------ ------------
$ 34,550,000 $ 34,550,000 $ 34,550,000 $ 34,550,000
============ ============= ============ ============
</TABLE>
<TABLE>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Acquired Amounts Retired/Debt Repayment
---------------------------------- ----------------------------------
Number of Shares Number of Shares
Name of Issuer and Title of Issue or Principal Amount Consideration or Principal Amount Consideration
- --------------------------------- ------------------- ------------- ------------------- -------------
<S> <C> <C> <C> <C>
Public Service Company of New Hampshire
Variable Rate Term Loan $141,000,000 $141,000,000 $141,000,000 $141,000,000
============ ============ ============ ============
Northeast Nuclear Energy Company
7.17% Senior Notes of 1993 $ 317,422 $ 317,422 $ 317,422 $ 317,422
============ ============ ============ ============
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 exercise price of $24 per share.
As of December 31, 1995, 462,224
shares had been purchased through
the exercise of warrants.
8.58% Series A Note of 1991 $ 6,000,000 $ 6,000,000 $ 6,000,000 $ 6,000,000
8.38% Series B Note of 1992 6,000,000 6,000,000 6,000,000 6,000,000
------------ ------------ ------------ ------------
$ 12,000,000 $ 12,000,000 $ 12,000,000 $ 12,000,000
============ ============ ============ ============
The Rocky River Realty Company
Other Notes/Agreements -
7.875% Installment Note of 1973 (2) $ 667,000 $ 667,000 $ 667,000 $ 667,000
Variable Rate Mortgage Note (3) 57,312 57,312 57,312 57,312
8.81% Series A Note of 1992 (3) 635,820 635,820 635,820 635,820
8.82% Series B Note of 1992 (3) 406,519 406,519 406,519 406,519
------------ ------------ ------------ ------------
$ 1,766,651 $ 1,766,651 $ 1,766,651 $ 1,766,651
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Acquired Amounts Retired/Debt Repayment
---------------------------------- ----------------------------------
Number of Shares Number of Shares
Name of Issuer and Title of Issue or Principal Amount Consideration or Principal Amount Consideration
- --------------------------------- ------------------- ------------- ------------------- -------------
<S> <C> <C> <C> <C>
North Atlantic Energy Corporation
First Mortgage Bonds -
9.05% Series A of 1992 $ 20,000,000 $ 20,000,000 $ 20,000,000 $ 20,000,000
============= ============= ============= =============
Other Notes - (2)
15.23% Notes of 1991 $ 205,000,000 $ 237,095,620 $ 205,000,000 $ 237,095,620
============= ============= ============= =============
(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>
<TABLE>
<CAPTION>
ITEM 5.INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
% of Carrying
Name of Owner Name of Issuer Security Owned (1) Number of Shares Voting Power Value to Owners
- ------------- -------------- --------------- ---------------- ------------ ---------------
(000's)
<S> <C> <C> <C>
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
(Parent) Connecticut Seed Limited Partner- - - $ 250
Ventures, Ltd. ship Interest ==========
8 Subsidiaries (2) Various Stock, Debentures,
and Notes - - $ 215
==========
Charter Oak (Paris) Inc. Tenaska III Limited Partner-
Partners, Limited ship Interest - - $ 2,229
==========
COE Argentina II. Corp. Central Termica Stock 4,000 33.3% $ 18,300
San Miguel de Tucuman, S.A. ==========
COE Ave Fenix Corp. Ave Fenix, S.A. Advanced Capital- - - $ 16,843
Contributions ==========
COE (UK) Corp. Encoe Partners General Partner- - 50% $ 3,849
ship Interest ==========
(1) Recorded at cost on owners books. Partnership interests are accounted for
under the equity method of accounting.
(2) 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>
ITEM 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1995
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.
Alfred F. Boschulte Denham C. Lunt, Jr.
PT. EXCELCOMINDO PRATAMA Lunt Silversmiths
c/o NYNEX Corporation 298 Federal Street
2000 Corporate Drive Greenfield, MA 01301
Orangeburg, NY 10962
Cotton Mather Cleveland William J. Pape II
Mather Associates Waterbury Republican-American
123 Main Street 398 Meadow Street
P.O. Box 935 P.O. Box 2090
New London, NH 03257 Waterbury, CT 06722-0290
George David Robert E. Patricelli
United Technologies Corporation Value Health, Inc.
United Technologies Building 22 Waterville Road
Hartford, CT 06101 Avon, CT 06001
E. Gail de Planque Norman C. Rasmussen
c/o Northeast Utilities Massachusetts Institute of Technology
P.O. Box 270 Building 24, Room 205
Hartford, CT 06141-0270 77 Massachusetts Avenue
Cambridge, MA 02139
Gaynor N. Kelley John F. Swope
The Perkin-Elmer Corporation Sheehan, Phinney, Bass & Green
761 Main Avenue Hampshire Plaza, 1000 Elm Street
Norwalk, CT 06859 P.O. Box 3701
Manchester, NH 03105-3701
Elizabeth T. Kennan John F. Turner
c/o Northeast Utilities The Conservation Fund
P.O. Box 270 1800 North Kent Street - Suite 1120
Hartford, CT 06141-0270 Arlington, VA 22209
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, 1995
NU City and CL&P
Suburban
Bernard M. Fox CHB, P, CEO, T CH, P, CEO CH, D
Robert E. Busch EVP, CFO EVP, CFO EVP, CFO, D
Hugh C. MacKenzie P, D
Cheryl W. Grise SVP, CAO, D
Francis L. Kinney SVP
Robert G. Abair D
Neil T. Brigham
Richard R. Carella VP
Ronald G. Chevalier VP
Eric A. DeBarba
Barry Ilberman VP
John B. Keane VP, TRS VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost VP
Kerry J. Kuhlman VP
Keith R. Marvin VP
Donald B. Miller, Jr.
John T. Muro VP
John W. Noyes
Edward M. Richters
John J. Roman 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
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***
Paul E. Ramsey***
Robert A. Bersak***
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
NU (continued) City and Suburban CL&P (continued)
(continued)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw (4)
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
CL&P Capital (5) COE COE Argen I
Bernard M. Fox CH, P, CEO, D CH, P, CEO, D
Robert E. Busch EVP, CFO, D EVP, CFO, D
Hugh C. MacKenzie
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Barry Ilberman VP, D
John B. Keane VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
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***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw (4)
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
COE Argen II COE Ave Fenix COE Develop
Bernard M. Fox CH. P, CEO, D CH, P, CEO, D CH, P, CEO, D
Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D
Hugh C. MacKenzie
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Barry Ilberman
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
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***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw (4)
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
COE Gencoe COE Tejona COE UK
Bernard M. Fox CH, P, CEO CH, P, CEO, D CH, P, CEO
Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D
Hugh C. MacKenzie
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Barry Ilberman
John B. Keane VP, TRS VP, TRS, D VP, TRS
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
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***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
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
Bernard M. Fox CH, P, CEO, D CH, P, CEO CH, P, CEO
Robert E. Busch EVP, CFO, D EVP, CFO EVP, CFO
Hugh C. MacKenzie
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Barry Ilberman
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman 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
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***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw (4)
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
EPI Encoe Partners(6) HEC
Bernard M. Fox CH, P, CEO CHB, CEO, D
Robert E. Busch EVP, CFO D
Hugh C. MacKenzie CH(E), D
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Barry Ilberman D
John B. Keane VP, TRS, D D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C
Frank P. Sabatino
Stephen E. Scace
Robert P. Wax VP, S, GC, D
Roger C. Zaklukiewicz
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***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis D
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw (4)
TEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
HEC Canada HEC International HP&E
Bernard M. Fox CHB, CEO CHB, CEO, D CH, CEO, D
Robert E. Busch D EVP, CFO, D
Hugh C. MacKenzie CAO D P, D
Cheryl W. Grise SVP,D
Francis L. Kinney SVP
Robert G. Abair VP, CAO, D
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba
Barry Ilberman VP
John B. Keane D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C
Frank P. Sabatino VP
Stephen E. Scace
Robert P. Wax VP, S, GC
Roger C. Zaklukiewicz VP
Theresa H. Allsop
Thomas V. Foley CL
Janice P. Jacque
H. Donald Burbank* VP VP
David S. Dayton* VP VP, D
Linda A. Jensen* VP, TRS, S VP, TRS, CL
Thomas W. Philbin* P P, D
James B. Redden* VP VP
Ted C. Feigenbaum**
Willam T. Frain, Jr.*** D
David H. Boguslawski***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis D
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
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
Bernard M. Fox CH, CEO, D CH, CEO, D CH, CEO, D
Robert E. Busch EVP, CFO, D P, CFO, D P, CFO, D
Hugh C. MacKenzie P, D D D
Cheryl W. Grise SVP, D SVP, CAO, D D
Francis L. Kinney SVP SVP
Robert G. Abair VP, CAO, D
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba VP
Barry Ilberman VP VP
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
Donald B. Miller, Jr.
John T. Muro VP
John W. Noyes
Edward M. Richters
John J. Roman 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
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***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw (4)
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
NHEC NNECO NUSCO
Bernard M. Fox CH, CEO, D C, P, CEO, D
Robert E. Busch P, CFO, D PE, D
Hugh C. MacKenzie D PR, D
Cheryl W. Grise SVP, CAO, D SVP, CAO, D
Francis L. Kinney SVP SVP
Robert G. Abair D D
Neil T. Brigham VP, CIO
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba VP VP
Barry Ilberman VP VP
John B. Keane VP, TRS VP, TRS, D VP, TRS, D
Mary Jo Keating VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP VP
Donald B. Miller, Jr. SVP
John T. Muro VP
John W. Noyes VP, COMP VP
Edward M. Richters VP
John J. Roman 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
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
Paul E. Ramsey***
Robert A. Bersak*** S, D
William B. Ellis
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
Nutmeg Power Properties, PSNH
Inc.
Bernard M. Fox CH, P, CEO C, CEO, D
Robert E. Busch EVP, CFO EVP, CFO
Hugh C. MacKenzie D
Cheryl W. Grise D
Francis L. Kinney
Robert G. Abair
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba
Barry Ilberman VP
John B. Keane VP, TRS, D VP, TRS VP, TRS
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C VP, C VP, C
Frank P. Sabatino VP
Stephen E. Scace
Robert P. Wax VP, S, GC, D VP, S, GC, D
Roger C. Zaklukiewicz
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
Paul E. Ramsey*** D
Robert A. Bersak*** S, D
William B. Ellis
John C. Collins (1) D
Gerald Letendre (2) D
Jane E. Newman (3) 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
Bernard M. Fox CH, P, CEO, D CH, P, CEO, D CH, P, CEO, D
Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D
Hugh C. MacKenzie EVP, D EVP, D EVP, D
Cheryl W. Grise SVP, D SVP, CAO, D SVP, CAO, D
Francis L. Kinney SVP SVP SVP
Robert G. Abair VP, CAO, D D D
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
Eric A. DeBarba
Barry Ilberman VP VP VP
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP VP VP
Donald B. Miller, Jr.
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman 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
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***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
PART 1. (Continued)
2. (Continued)
WMECO HEC Southwest (7)
Bernard M. Fox CH, D
Robert E. Busch EVP, CFO, D
Hugh C. MacKenzie P, D
Cheryl W. Grise SVP, D
Francis L. Kinney SVP
Robert G. Abair VP, CAO, D
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier VP
Eric A. DeBarba
Barry Ilberman VP
John B. Keane VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
Donald B. Miller, Jr.
John T. Muro VP
John W. Noyes
Edward M. Richters
John J. Roman VP, C
Frank P. Sabatino VP
Stephen E. Scace
Robert P. Wax VP, S, GC
Roger C. Zaklukiewicz VP
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, D
Jr.***
David H. Boguslawski***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
William B. Ellis
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
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 Lafayette Road, Seabrook, New Hampshire 03874; and a triple asterisk
(***), whose principal business address is is 1000 Elm Street, Manchester, New
Hampshire 03101.
(1) Mr. Collins' principal business address is: Lahey Hitchcock Clinic, 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: Exeter Trust Company, One
Harbour Place, Suite 400, Portsmouth, NH 03801-3871.
(4) Mr. Stremlaw's principal business address is: HEC Energy Consulting Canada
Inc., 285 Yorkland Blvd., Willowdale, Ontario Canada, M2J 1S5.
(5) CL&P Capital is a partnership in which CL&P serves as general partner and
NUSCO serves as limited partner.
(6) 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.
(7) HEC Southwest is a Delaware limited liability company, formed to be the
organizational entity for a joint venture between HEC Inc. and Arizona
Public Service Company.
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)
KEY:
AVP - Assistant Vice President
C - Controller
CAO - Chief Administrative Officer
CEO - Chief Executive Officer
CFO - Chief Financial Officer
CIO - Chief Information Officer
COMP - Comptroller
COO - Chief Operating Officer
CH - Chairman
CHB - Chairman of the Board
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 Suburban- The City and Suburban Electric and Gas Company (CL&P
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 Ave Fenix - COE Ave Fenix Corporation (Charter Oak Energy Subsidiary)
COE Develop - COE Development Corporation (Charter Oak Energy Subsidiary)
COE Gencoe - COE (Gencoe) Corp. (Charter Oak Energy Subsidiary)
COE Tejona - COE Tejona 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)
EPI - Electric Power, Incorporated (CL&P Subsidiary)
HEC - HEC Inc.
HEC Canada - HEC Energy Consulting Canada Inc. (HEC Subsidiary)
HEC International- HEC International Corporation (HEC Subsidiary)
HEC Southwest - Southwest HEC Energy Services L.L.C.
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 Held
Name of Officer Location in Financial Applicable
or Director Financial Institution Institution Exemption Rule*
- ----------- --------------------- ----------- ---------------
(1) (2) (3) (4)
Cotton Mather Bank of Ireland Director A
Cleveland 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 Fleet Financial
Group, Inc. Director B, D,E, F
Providence, RI
Francis L. Kinney MidConn Bank Director F
Berlin, CT
* "A" designates Rule 70(a)(1) and (2);
"B" designates Rule 70(b)(1), (2), (3) and (4);
"C" designates Rule 70(c)(1) and (2);
"D" designates Rule 70(d)(1), (2), (3) and (4);
"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
Prior to July 1, 1995, 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. The
Chairs of the Audit Committee, the Corporate Responsibility Committee and
the Committee on Organization, Compensation and Board Affairs were
compensated at an additional annual rate of $3,000. Effective July 1,
1995, the common share portion of the annual retainer for a Trustee who
is not an employee of Northeast Utilities or its subsidiaries was
increased to 250 common shares of Northeast Utilities, and the
compensation for Chairs of Board Committees was increased to $3,500.
Prior to the beginning of each calendar year, each non-employee Trustee
may irrevocably elect to have all or any portion of the annual retainer
cash compensation paid in the form of common shares of Northeast
Utilities. Pursuant to the Northeast Utilities Deferred Compensation
Plan for Trustees, each Trustee may also irrevocably elect to defer
receipt of some or all cash and/or share compensation.
In addition to the above compensation, Dr. de Planque and Mr. Turner
performed other extra services for the Company during 1995 and received
$2,000 and $1,000, respectively.
During 1995, 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 $1,500.
SECTION 16(A) REPORTING
Mr. Eugene D. Jones, a former Trustee of Northeast Utilities, who retired
on May 23, 1995, filed a late report on Form 4 in September, 1995,
reporting three sales of Northeast Utilities common shares, which took
place in May, June, and July, 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
The following table presents the cash and non-cash compensation received by the
CEO and the next four highest paid executive officers of the System, and by two
retired executive officers who would have been among the five highest paid
executive officers but for their retirement, in accordance with rules of the
Securities and Exchange Commission (SEC):
Annual Compensation Long Term Compensation
Awards Payouts
Options/ Long
Re- Stock Term All
Other stricted Appreci- Incentive Other
Annual Stock ation Program Compen-
Name and Salary Bonus($) Compensa- Awards Rights Payouts sation($)
Principal Position Year ($) (Note 1) tion($) ($) (#) ($) (Note 2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bernard M. Fox 1995 551,300 (Note 3) None None None 130,165 7,350
Chairman of the Board, 1994 544,459 308,896 None None None 115,771 4,500
President and Chief 1993 478,775 180,780 None None None 61,155 7,033
Executive Officer
Robert E. Busch 1995 350,000 (Note 3) None None None 63,100 7,350
President - Energy 1994 346,122 173,366 None None None 44,073 4,500
Resources Group 1993 255,915 78,673 None None None 32,337 7,072
Hugh C. MacKenzie 1995 247,665 (Note 3) None None None 46,789 7,350
President - Retail 1994 245,832 113,416 None None None 40,449 4,500
Business Group 1993 192,502 51,765 None None None 28,000 5,775
Francis L. Kinney 1995 190,100 (Note 3) None None None 29,808 5,584
Senior Vice 1994 191,303 57,425 None None None 24,549 4,500
President - Govern- 1993 188,090 28,620 None None None 27,020 5,423
mental Affairs
principal subsidiaries)
Cheryl W. Grise 1995 178,885 (Note 3) None None None 24,834 5,361
Senior Vice President- 1994 169,354 64,412 None None None 17,616 4,491
Chief Administrative 1993 136,475 25,728 None None None 0 4,094
Officer
principal subsidiaries)
William B. Ellis (4) 1995 249,420 (Note 3) None None None 158,393 7,350
Retired 1994 457,769 129,742 None None None 185,003 4,500
1993 521,250 160,693 None None None 87,363 None
John F. Opeka (5) 1995 275,449 (Note 3) None None None 56,779 7,350
Retired 1994 283,069 65,775 None None None 54,556 4,500
1993 277,304 58,259 None None None 40,014 6,875
Notes:
1. Awards under the 1993 and 1994 short-term programs of the Northeast Utilities
Executive Incentive Plan (EIP) were paid the next year 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 Northeast Utilities Service Company Supplemental Retirement and Savings
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 (the Committee)
in April each year. Based on preliminary estimates of corporate performance,
the short-term incentive awards for Mr. Fox and Mr. Busch will be $246,168
and $147,707, respectively. These amounts reflect a reduction of $82,056 and
$49,236, respectively, or 25 percent of the pro forma short-term award, which
will be held back and forfeited unless the Committee determines that the
Company has met specific nuclear performance goals. The estimated short-term
incentive awards for the other named officers, subject to final individual
performance adjustments, are as follows: Mr. MacKenzie - $128,841; Mr. Kinney
- $86,980; Mrs. Grise $86,980; Mr. Ellis - $114,883; and Mr. Opeka $40,000.
4. Mr. Ellis retired as Chairman of the Board and a Trustee of Northeast
Utilities on August 1, 1995.
5. Mr. Opeka retired as Executive Vice President - Nuclear of Northeast
Utilities' service company subsidiaries on November 1, 1995.
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, available to all officers, makes up for benefits
lost through application of certain tax code limitations on the benefits that
may be provided under the Retirement Plan and includes as "compensation" awards
under the Executive Incentive Compensation Program and Executive Incentive Plan
and deferred compensation (as earned). 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 is currently eligible for a target benefit.
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.
</TABLE>
Years of Credited Service
Final Average
Compensation
15 20 25 30 35
$ 200,000 $72,000 $96,000 $120,00 $120,00 $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, 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, 1995, the five executive officers named in the Summary
Compensation Table above had the following years of credited service for
retirement compensation purposes: Mr. Fox - 31, Mr. Busch - 22, Mr. MacKenzie
- - 30, Mr. Kinney - 34, and Mrs. Grise - 15. Assuming that retirement were to
occur at age 65 for these officers, retirement would occur with 43, 38, 41, 36
and 36 years of credited service, respectively.
In 1992, Northeast Utilities entered into an agreement with Mr. Fox to
provide for an orderly Chief Executive Officer succession. The agreement
states that if Mr. Fox 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 does not address Mr. Fox's normal compensation and benefits,
which are to be determined by the Committee on Organization, Compensation and
Board Affairs and the Board in accordance with their customary practices. The
agreement terminates two years after Northeast Utilities gives Mr. Fox a
notice of termination, but no earlier than the date he becomes 55.
b. SECURITY OWNERSHIP OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information as of February 27, 1996, 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. No equity securities of other
system companies are owned by Trustees, Directors or executive officers.
Amount and
Nature of
Name of Beneficial Percent of
Class Beneficial Owner Ownership Class (1)
- -------- ----------------------- ------------ ----------
NU Common Robert G. Abair 6,489
NU Common Theresa A. Allsop 1,462
NU Common Robert A. Bersak(2) 605
NU Common David H. Boguslawski 1,518
NU Common Alfred F. Boschulte 1,156
NU Common Robert E. Busch 10,074
NU Common Cotton Mather Cleveland (3) 2,966
NU Common John C. Collins (4) 25
NU Common George David 1,536
NU Common E. Gail de Planque 606
NU Common Ted C. Feigenbaum 474
NU Common John H. Forsgren 0
NU Common Bernard M. Fox (5) 25,092
NU Common William T. Frain, Jr. 1,793
NU Common Cheryl W. Grise 3,407
NU Common Barry Ilberman (6) 6,822
NU Common John B. Keane 2,122
NU Common Gaynor N. Kelley 1,706
NU Common Elizabeth T. Kennan 2,231
NU Common Francis L. Kinney (7) 3,697
NU Common Gerald Letendre 0
NU Common Gary A. Long 301
NU Common Hugh C. MacKenzie (8) 8,047
NU Common Jane E. Newman 0
NU Common William J. Pape II 2,713
NU Common Robert E. Patricelli 1,192
NU Common Paul E. Ramsey 283
NU Common Norman C. Rasmussen 1,751
NU Common John J. Roman 1,624
NU Common John F. Swope 1,838
NU Common John F. Turner (9) 862
NU Common Robert P. Wax 2,791
Amount beneficially owned by Trustees, Directors and Executive Officers as a
group:
(1) As of February 27, 1996 there were 136,023,358 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) Mr. Bersak shares voting and investment power with his wife for 228
shares.
(3) 1,248 of these shares are held in trust.
(4) Mr. Collins shares voting and investment power with his wife for 25
shares.
(5) 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.
(6) Mr. Ilberman shares voting and investment power with his wife for 290 of
these shares and voting and investment power with his mother for 1,161 of
these shares.
(7) Mr. Kinney shares voting and investment power with his wife for 1,508 of
these shares.
(8) Mr. MacKenzie shares voting and investment power with his wife for 1,467
shares.
(9) Mr. Turner shares voting and investment power with his wife for 438
shares.
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 1995. The total
payments made by NUSCO to ValueRx during 1995 to administer the
Company's prescription drug program were $960,000. 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. 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 1995.
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
1995, 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 1995 to citizens groups or public relations counsel:
Name of Name of Total Purpose of Amount
System Company Ultimate Beneficiary Paid the Payment Charged
Corporate
Communications:
PSNH Porter McGee $32,000 Public Relations 923.99
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
PART I:
1. In 1995, 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 1995, 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 $277
Construction Services 43
Transmission Services 17
Legal Services 23
Accounting and Auditing Services 29
Miscellaneous Services 71
3. In 1995, the following revenues were received from NAESCO in
connection with leasing PSNH assets.
Newington station building and outside storage
$188*
*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.
1(a) Identification of Company:
1. Company: Encoe Partners
2. Location: 4 Millbank
London SWIP 3ET
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.
6. EWG or FUCO: FUCO
(b) Capital investment in company by NU, direct or indirect:
1. Type: Capital contribution
2. Amount: $3.8 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 12/31/95:
This information is not available at this filing
date and will be subsequently provided under Form U5S/A.
(d) Service, Sales, or Construction Contracts: None
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (CONTINUED)
2(a) Identification of Company:
1. Company: Central Termica San Miguel de Tucuman
S.A. (C.T.S.M.T.)
2. Location: Reconquesta
1001 Buenos Aires, Argentina
3. Business address: Same
4. Description: An Argentinean company whose sole purpose is to own
and operate the C.T.S.M.T. Facility. The Facility is
a 114 MW simple cycle natural gas combustion turbine
and associated electrical and natural gas
interconnection equipment located in Tucuman
Province, Argentina.
5. System company
that holds interest: COE Argentina II Corp. a Connecticut
corporation.
6. EWG or FUCO: FUCO
(b) Capital investment in company by NU, direct or indirect:
1. Type: Capital contribution
2. Amount: $18.3 million
3. Debt: None
4. Other financial obligations with resource 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 12/31/95:
C.T.S.M.T. did not prepare financial statements for the period ended
December 31, 1995.
(d) Service, Sales, or Construction Contracts: None
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (CONTINUED)
3(a) Identification of Company:
1. Company: Ave Fenix Energia S.A.
2. Location: Av. Leandro N. Alen 1110
1001 Buenos Aires, Argentina
3. Business address: Same
4. Description: An Argentinean company whose sole purpose is to own
and operate the Ave Fenix Facility. The Facility is
a 168 MW simple cycle natural gas combustion turbine
and associated electrical and natural gas
interconnection equipment located in Tucuman
Province, Argentina.
5. System company
that holds interest: COE Ave Fenix Corporation, a Connecticut
corporation.
6. EWG or FUCO: FUCO
(b) Capital investment in company by NU, direct or indirect:
1. Type: Advanced capital contribution (12/31/95)
2. Amount: $16.8 million
3. Debt: None
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 12/31/95:
Ave Fenix Energia S.A. did not prepare financial statements for the
period ended December 31, 1995.
(d) Service, Sales, or Construction Contracts: None
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (CONTINUED)
PART I.
4(a) Identification of Company:
1. Company: Plantas Eolicas S.A.
2. Location: 29th Street, 3rd and 5th Avenues
San Jose, Costa Rica
3. Business address: Same
4. Description: On January 26, 1995, COE filed a Form U-57
notifying the Commission of FUCO status for Plantas
Eolicas S.A., a Costa Rican company whose sole
purpose is to own and operate the Plantas Eolicas
facility. The facility is a 20 MW wind power project
located in Guanacaste Province, Costa Rica.
5. System company
that holds interest: Upon project completion, COE Tejona
Corporation, a Connecticut corporation.
6. EWG or FUCO: FUCO
(b) Capital investment in company by NU, direct or indirect:
1. Type: Advanced capital contribution (12/31/95)
2. Amount: $2.0 million
3. Debt: None
4. Other financial obligations with recourse to NU or another system
company: On August 4, 1995, Charter Oak Energy, Inc. (COE) entered
into a contract guaranteeing the payment of the construction contract
price. COE's liability, as guarantor, under this contract is $20.02
million. NU has agreed to provide, if needed, the funds necessary to
meet the terms of the guarantee.
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
December 31, 1995:
Plantas Eolicas S.A. did not prepare financial statements for the period
ended December 31, 1995.
(d) Services, Sales, or Construction Contracts: None
PART II.
An organizational chart showing the relationship of the foreign utility
companies 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 12/31/95:
EWGs: $ 0.0 million
FUCOs: $40.9 million
(b) Ratio of aggregate investment to aggregate retained earnings of NU's
public-utility subsidiary companies as of 12/31/95: 0.037
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, 1995 F-4--F-7
Consolidating Statement of Income for year ended
December 31, 1995 F-8--F-9
Consolidating Statement of Retained Earnings for year
ended December 31,1995 F-10--F-11
Consolidating Statement of Capital Surplus, Paid In
for the year ended December 31, 1995 F-10--F-11
Consolidating Statement of Cash Flows for year ended
December 31, 1995 F-12--F-13
The Connecticut Light and Power Company and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1995 F-14--F-15
Consolidating Statement of Income for year ended
December 31, 1995 F-16
Consolidating Statement of Retained Earnings for year
ended December 31,1995 F-17
Consolidating Statement of Capital Surplus, Paid In for
the year ended December 31, 1995 F-17
Consolidating Statement of Cash Flows for year ended
December 31, 1995 F-18
Public Service Company of New Hampshire and Subsidiary:
Consolidating Balance Sheet as of December 31, 1995 F-20--F-21
Consolidating Statement of Income for year ended
December 31, 1995 F-22
Consolidating Statement of Retained Earnings for year
ended December 31, 1995 F-23
Consolidating Statement of Capital Surplus, Paid In for
the year ended December 31, 1995 F-23
Consolidating Statement of Cash Flows for year ended
December 31, 1995 F-24
Holyoke Water Power Company and Subsidiary:
Consolidating Balance Sheet as of December 31, 1995 F-26--F-27
Consolidating Statement of Income for year ended
December 31, 1995 F-28
Consolidating Statement of Retained Earnings for year
ended December 31,1995 F-29
Consolidating Statement of Capital Surplus, Paid In for
the year ended December 31, 1995 F-29
Consolidating Statement of Cash Flows for year ended
December 31, 1995 F-30
Charter Oak Energy Incorporated and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1995 F-32--F-35
Consolidating Statement of Income for year ended
December 31, 1995 F-36--F-37
Consolidating Statement of Retained Earnings for year
ended December 31, 1995 F-38--F-39
Consolidating Statement of Capital Surplus, Paid In for
the year ended December 31, 1995 F-38--F-39
Consolidating Statement of Cash Flows for year ended
December 31, 1995 F-40--F-41
HEC Incorporated and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1995 F-42--F-43
Consolidating Statement of Income for the year ended
December 31, 1995 F-44
Consolidating Statement of Retained Earnings for the
year ended December 31, 1995 F-45
Consolidating Statement of Capital Surplus, Paid In for
the year ended December 31, 1995 F-45
Consolidating Statement of Cash Flows for the year
ended December 31, 1995 F-46
Notes to Financial Statements F-47
Exhibits E-1--E-12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Northeast Utilities and Subsidiaries:
We have audited the consolidated balance sheets and consolidated statements of
capitalization of Northeast Utilities (a Massachusetts trust) and subsidiaries
as of December 31, 1995 and 1994, and the related consolidated statements of
income, common shareholders' equity, cash flows, and income taxes for each of
the three years in the period ended December 31, 1995, included in the 1995
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 audits.
We conducted our audits 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 audits provide 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, 1995 and 1994, and the results of their
operations and cash flows for each of the three years in the period then ended
December 31, 1995, in conformity with generally accepted accounting principles.
As explained in Note 1A to the financial statements, effective January 1, 1993,
Northeast Utilities and subsidiaries changed their method of accounting for
property taxes.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 16, 1996
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 J. Roman
---------------------------------
John J. Roman
Vice President and Controller
April 25, 1996
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Assets
December 31, 1995
(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 cost:
Electric 0 6,147,961 2,109,790
Other 0 0 8,694
---------- -------------- --------------
0 6,147,961 2,118,484
Less: Accumulated provision for
depreciation 0 2,418,557 515,563
---------- -------------- --------------
0 3,729,404 1,602,921
Unamortized PSNH acquisition costs 0 0 588,910
Construction work in progress 0 103,026 15,975
Nuclear fuel, net 0 138,203 1,585
---------- -------------- --------------
Total net utility plant 0 3,970,633 2,209,391
---------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 238,023 2,436
Investments in regional nuclear generating
companies, at equity 0 54,624 12,552
Investments in transmission companies, at
equity 23,558 0 0
Investments in subsidiary companies, at
equity 2,701,866 0 0
Investments in Charter Oak Energy, Inc.
projects 0 0 0
Other, at cost 249 14,821 1,015
---------- -------------- --------------
2,725,673 307,468 16,003
---------- -------------- --------------
Current Assets:
Cash and special deposits 18 1,757 684
Notes receivable from affiliated companies 9,675 0 19,100
Receivables, net 0 231,574 91,535
Accounts receivable from affiliated companies 607 3,069 1,383
Accrued utility revenues 0 91,157 33,984
Fuel, materials, and supplies, at average cost 0 68,482 41,717
Recoverable energy costs, net--current portion 0 78,108 0
Prepayments and other 138 42,894 11,223
---------- -------------- --------------
10,438 517,041 199,626
---------- -------------- --------------
Deferred Charges:
Regulatory assets 0 1,210,384 434,001
Accumulated deferred income taxes 6,984 0 0
Unamortized debt expense 11 14,977 14,165
Deferred receivable from affiliated company 0 0 33,284
Other 122 10,232 3,396
---------- -------------- --------------
7,117 1,235,593 484,846
---------- -------------- --------------
Total Assets 2,743,228 6,030,735 2,909,866
========== ============== ==============
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, 1995
(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 cost:
Electric 1,234,738 771,794 94,835
Other 0 0 0
------------- -------------- --------------
1,234,738 771,794 94,835
Less: Accumulated provision for
depreciation 462,872 99,772 39,077
------------- -------------- --------------
771,866 672,022 55,758
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 18,957 7,616 1,923
Nuclear fuel, net 31,574 27,482 0
------------- -------------- --------------
Total net utility plant 822,397 707,120 57,681
------------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 69,903 15,312 0
Investments in regional nuclear generating
companies, at equity 14,820 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Investments in Charter Oak Energy, Inc.
projects 0 0 0
Other, at cost 3,979 222 3,357
------------- -------------- --------------
88,702 15,534 3,357
------------- -------------- --------------
Current Assets:
Cash and special deposits 241 8,384 56
Notes receivable from affiliated companies 0 2,500 7,000
Receivables, net 42,164 0 3,879
Accounts receivable from affiliated companies 951 18,692 99
Accrued utility revenues 11,119 0 0
Fuel, materials, and supplies, at average cost 5,114 12,269 6,413
Recoverable energy costs, net--current portion 2,595 0 0
Prepayments and other 6,581 4,157 130
------------- -------------- --------------
68,765 46,002 17,577
------------- -------------- --------------
Deferred Charges:
Regulatory assets 160,986 239,896 2,756
Accumulated deferred income taxes 0 0 0
Unamortized debt expense 1,496 5,619 998
Deferred receivable from affiliated company 0 0 0
Other 0 478 275
------------- -------------- --------------
162,482 245,993 4,029
------------- -------------- --------------
Total Assets 1,142,346 1,014,649 82,644
============= ============== ==============
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, 1995
(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 cost:
Electric 0 54,819 0
Other 96,433 0 0
--------- --------- --------------
96,433 54,819 0
Less: Accumulated provision for
depreciation 62,933 9,541 0
--------- --------- --------------
33,500 45,278 0
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 6,571 1,623 0
Nuclear fuel, net 0 0 0
--------- --------- --------------
Total net utility plant 40,071 46,901 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
Investments in Charter Oak Energy, Inc.
projects 0 0 0
Other, at cost 4,630 0 37
--------- --------- --------------
4,630 0 37
--------- --------- --------------
Current Assets:
Cash and special deposits 15,747 5 772
Notes receivable from affiliated companies 65,275 27,000 0
Receivables, net 28,805 6,910 25,430
Accounts receivable from affiliated companies 29,276 43,795 147
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 129 66,455 0
Recoverable energy costs, net--current portion 0 0 0
Prepayments and other 1,051 5,399 2,980
--------- --------- --------------
140,283 149,564 29,329
--------- --------- --------------
Deferred Charges:
Regulatory assets 0 0 0
Accumulated deferred income taxes 14,913 10,942 0
Unamortized debt expense 0 159 0
Deferred receivable from affiliated company 0 0 0
Other 6,612 2,291 19,292
--------- --------- --------------
21,525 13,392 19,292
--------- --------- --------------
Total Assets 206,509 209,857 48,658
========= ========= ==============
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, 1995
(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 cost:
Electric 0 0 52
Other 1,829 79,464 0
---------- ------------ --------------
1,829 79,464 52
Less: Accumulated provision for
depreciation 1,084 25,166 47
---------- ------------ --------------
745 54,298 5
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 331 9,001 86
Nuclear fuel, net 0 0 0
---------- ------------ --------------
Total net utility plant 1,076 63,299 91
---------- ------------ --------------
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
Investments in Charter Oak Energy, Inc.
projects 0 0 41,221
Other, at cost 2,625 2,513 0
---------- ------------ --------------
2,625 2,513 41,221
---------- ------------ --------------
Current Assets:
Cash and special deposits 125 0 1,798
Notes receivable from affiliated companies 0 0 0
Receivables, net 0 12 0
Accounts receivable from affiliated companies 1 1,487 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 0 0 0
Recoverable energy costs, net--current portion 0 0 0
Prepayments and other 0 761 0
---------- ------------ --------------
126 2,260 1,798
---------- ------------ --------------
Deferred Charges:
Regulatory assets 4 0 0
Accumulated deferred income taxes 0 0 130
Unamortized debt expense 0 219 0
Deferred receivable from affiliated company 0 0 0
Other 4 25 5,565
---------- ------------ --------------
8 244 5,695
---------- ------------ --------------
Total Assets 3,835 68,316 48,805
========== ============ ==============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated)
(b)<F2> Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric 2,961 926,809 9,490,142
Other 970 0 187,389
-------------- ------------ ------------
3,931 926,809 9,677,531
Less: Accumulated provision for
depreciation 1,824 6,878 3,629,559
-------------- ------------ ------------
2,107 919,931 6,047,972
Unamortized PSNH acquisition costs 0 0 588,910
Construction work in progress 0 0 165,111
Nuclear fuel, net 0 0 198,844
-------------- ------------ ------------
Total net utility plant 2,107 919,931 7,000,837
-------------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 325,674
Investments in regional nuclear generating
companies, at equity 0 0 81,996
Investments in transmission companies, at
equity 0 0 23,558
Investments in subsidiary companies, at
equity 0 2,701,866 0
Investments in Charter Oak Energy, Inc.
projects 0 0 41,221
Other, at cost 0 0 33,448
-------------- ------------ ------------
0 2,701,866 505,897
-------------- ------------ ------------
Current Assets:
Cash and special deposits 1,322 0 30,908
Notes receivable from affiliated companies 0 130,550 0
Receivables, net 5,768 146 435,931
Accounts receivable from affiliated companies 933 100,439 0
Accrued utility revenues 0 0 136,260
Fuel, materials, and supplies, at average cost 0 0 200,580
Recoverable energy costs, net--current portion 0 1,403 79,300
Prepayments and other 173 41,057 34,430
-------------- ------------ ------------
8,196 273,595 917,409
-------------- ------------ ------------
Deferred Charges:
Regulatory assets 0 13,675 2,034,351
Accumulated deferred income taxes 0 32,969 0
Unamortized debt expense 0 0 37,645
Deferred receivable from affiliated company 0 33,284 0
Other 975 441 48,827
-------------- ------------ ------------
975 80,369 2,120,823
-------------- ------------ ------------
Total Assets 11,278 3,975,761 10,544,966
============== ============ ============
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
(This page intentionally left blank)
<PAGE>F-5
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1995
(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 678,056 122,229 1
Capital surplus, paid in 936,308 637,981 422,385
Deferred benefit plan-employee stock
ownership plan (198,152) 0 0
Retained earnings 1,007,340 785,476 143,039
---------- -------------- --------------
Total common shareholders' equity 2,423,552 1,545,686 565,425
Preferred stock not subject to mandatory
redemption 0 116,200 0
Preferred stock subject to mandatory
redemption 0 155,000 125,000
Long-term debt 210,000 1,812,646 686,485
---------- -------------- --------------
Total capitalization 2,633,552 3,629,532 1,376,910
---------- -------------- --------------
Minority Interest in Consolidated Subsidiaries 0 100,000 0
---------- -------------- --------------
Obligations Under Capital Leases 0 108,408 874,292
---------- -------------- --------------
Current Liabilities:
Notes payable to banks 57,500 41,500 0
Notes payable to affiliated company 0 10,250 0
Commercial paper 0 0 0
Long-term debt and preferred stock--current
portion 14,000 9,372 172,500
Obligations under capital leases--current
portion 0 63,856 40,996
Accounts payable 18,213 110,798 39,015
Accounts payable to affiliated companies 1,074 44,677 26,505
Accrued taxes 6,539 52,268 1,014
Accrued interest 2,864 30,854 9,648
Accrued pension benefits 0 0 38,606
Other 8,997 20,027 19,077
---------- -------------- --------------
109,187 383,602 347,361
---------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 1,486,873 229,219
Accumulated deferred investment tax credits 0 142,447 5,060
Deferred contractual obligation 0 65,847 18,814
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 0 0 0
Other 489 114,026 58,210
---------- -------------- --------------
489 1,809,193 311,303
---------- -------------- --------------
Total Capitalization and Liabilities 2,743,228 6,030,735 2,909,866
========== ============== ==============
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, 1995
(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 150,182 160,999 6,000
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings 115,296 59,677 12,264
------------- -------------- --------------
Total common shareholders' equity 292,290 220,677 20,664
Preferred stock not subject to mandatory
redemption 53,500 0 0
Preferred stock subject to mandatory
redemption 22,500 0 0
Long-term debt 347,470 540,000 38,300
------------- -------------- --------------
Total capitalization 715,760 760,677 58,964
------------- -------------- --------------
Minority Interest in Consolidated Subsidiaries 0 0 0
------------- -------------- --------------
Obligations Under Capital Leases 20,855 0 0
------------- -------------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 24,050 8,000 0
Commercial paper 0 0 0
Long-term debt and preferred stock--current
portion 1,500 20,000 0
Obligations under capital leases--current
portion 15,156 0 0
Accounts payable 14,475 6,135 1,370
Accounts payable to affiliated companies 11,604 143 702
Accrued taxes 1,686 1,346 1,670
Accrued interest 5,670 3,452 286
Accrued pension benefits 0 0 995
Other 7,768 270 515
------------- -------------- --------------
81,909 39,346 5,538
------------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 259,595 179,135 12,192
Accumulated deferred investment tax credits 26,302 0 2,945
Deferred contractual obligation 18,814 0 0
Deferred obligation to affiliated company 0 33,284 0
Deferred credit--SFAS 109 0 0 0
Other 19,111 2,207 3,005
------------- -------------- --------------
323,822 214,626 18,142
------------- -------------- --------------
Total Capitalization and Liabilities 1,142,346 1,014,649 82,644
============= ============== ==============
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, 1995
(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 0 933 1
--------- --------- --------------
Total common shareholders' equity 1 16,298 11
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 24,208 0
--------- --------- --------------
Total capitalization 1 40,506 11
--------- --------- --------------
Minority Interest in Consolidated Subsidiaries 0 0 0
--------- --------- --------------
Obligations Under Capital Leases 221 14,215 0
--------- --------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 65,275 0 0
Commercial paper 0 0 0
Long-term debt and preferred stock--current
portion 0 365 0
Obligations under capital leases--current
portion 539 2,724 0
Accounts payable 60,468 48,105 14,192
Accounts payable to affiliated companies 3,165 9,260 2,623
Accrued taxes 7,619 4,547 662
Accrued interest 163 152 0
Accrued pension benefits 26,241 23,209 13,390
Other 16,160 45,642 14,101
--------- --------- --------------
179,630 134,004 44,968
--------- --------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 0 0
Accumulated deferred investment tax credits 0 1,307 0
Deferred contractual obligation 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 4,223 9,452 0
Other 22,434 10,373 3,679
--------- --------- --------------
26,657 21,132 3,679
--------- --------- --------------
Total Capitalization and Liabilities 206,509 209,857 48,658
========= ========= ==============
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, 1995
(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 63,913
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings (1,870) 674 (16,704)
---------- ------------ --------------
Total common shareholders' equity (1,365) 684 47,209
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 46,005 0
---------- ------------ --------------
Total capitalization (1,365) 46,689 47,209
---------- ------------ --------------
Minority Interest in Consolidated Subsidiaries 0 0 (65)
---------- ------------ --------------
Obligations Under Capital Leases 0 (14) 0
---------- ------------ --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 4,800 16,500 0
Commercial paper 0 0 0
Long-term debt and preferred stock--current
portion 0 1,920 0
Obligations under capital leases--current
portion 0 71 0
Accounts payable 0 49 1,226
Accounts payable to affiliated companies 4 226 336
Accrued taxes 305 147 58
Accrued interest 0 610 0
Accrued pension benefits 0 0 0
Other 6 8 41
---------- ------------ --------------
5,115 19,531 1,661
---------- ------------ --------------
Deferred Credits:
Accumulated deferred income taxes 71 1,325 0
Accumulated deferred investment tax credits 0 0 0
Deferred contractual obligation 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 0 0 0
Other 14 785 0
---------- ------------ --------------
85 2,110 0
---------- ------------ --------------
Total Capitalization and Liabilities 3,835 68,316 48,805
========== ============ ==============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated)
(b)<F2> Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 0 151,819 678,056
Capital surplus, paid in 3,992 1,460,968 936,308
Deferred benefit plan-employee stock
ownership plan 0 0 (198,152)
Retained earnings (613) 1,098,173 1,007,340
-------------- ------------ ------------
Total common shareholders' equity 3,379 2,710,960 2,423,552
Preferred stock not subject to mandatory
redemption 0 0 169,700
Preferred stock subject to mandatory
redemption 0 0 302,500
Long-term debt 100 0 3,705,215
-------------- ------------ ------------
Total capitalization 3,479 2,710,960 6,600,967
-------------- ------------ ------------
Minority Interest in Consolidated Subsidiaries 0 0 99,935
-------------- ------------ ------------
Obligations Under Capital Leases 0 870,605 147,372
-------------- ------------ ------------
Current Liabilities:
Notes payable to banks 0 0 99,000
Notes payable to affiliated company 1,675 130,550 0
Commercial paper 0 0 0
Long-term debt and preferred stock--current
portion 0 0 219,657
Obligations under capital leases--current
portion 0 40,232 83,110
Accounts payable 4,992 0 319,038
Accounts payable to affiliated companies 120 100,439 0
Accrued taxes 5 2,649 75,218
Accrued interest 0 0 53,699
Accrued pension benefits 0 11,811 90,630
Other 596 27,386 105,821
-------------- ------------ ------------
7,388 313,067 1,046,173
-------------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 411 32,969 2,135,852
Accumulated deferred investment tax credits 0 0 178,060
Deferred contractual obligation 0 0 103,475
Deferred obligation to affiliated company 0 33,284 0
Deferred credit--SFAS 109 0 13,675 0
Other 0 1,201 233,132
-------------- ------------ ------------
411 81,129 2,650,519
-------------- ------------ ------------
Total Capitalization and Liabilities 11,278 3,975,761 10,544,966
============== ============ ============
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
(This page intentionally left blank)
<PAGE>F-7
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1995
(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 2,386,107 979,590
--------- -------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 608,600 257,008
Other 14,224 613,420 312,165
Maintenance 1 192,607 42,244
Depreciation 0 242,496 44,337
Amortization of regulatory assets, net 0 54,217 55,547
Federal and state income taxes (8,585) 178,346 69,970
Taxes other than income taxes 42 172,395 41,900
--------- -------------- --------------
Total operating expenses 5,682 2,062,081 823,171
--------- -------------- --------------
Operating (Loss) Income (5,682) 324,026 156,419
--------- -------------- --------------
Other Income:
Equity in earnings of subsidiaries 310,025 0 0
Deferred nuclear plants return--other funds 0 4,683 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 3,561 6,545 1,332
Other, net 329 1,170 2,743
Income taxes--credit 0 (2,978) (829)
--------- -------------- --------------
Other income (loss), net 313,915 9,420 3,246
--------- -------------- --------------
Income (loss) before interest charges 308,233 333,446 159,665
--------- -------------- --------------
Interest Charges:
Interest on long-term debt 19,688 124,350 76,320
Other interest 6,111 5,596 90
Deferred nuclear plants return--borrowed funds 0 (1,716) 0
--------- -------------- --------------
Interest charges, net 25,799 128,230 76,410
--------- -------------- --------------
Net Income (Loss) 282,434 205,216 83,255
========= ============== ==============
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, 1995
(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 420,208 157,183 33,969
------------- -------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 86,738 12,030 17,910
Other 142,774 37,649 9,744
Maintenance 37,447 12,442 3,340
Depreciation 37,924 23,406 1,941
Amortization of regulatory assets, net 19,562 (912) 0
Federal and state income taxes 14,060 10,187 (1,758)
Taxes other than income taxes 18,639 10,987 2,207
------------- -------------- --------------
Total operating expenses 357,144 105,789 33,384
------------- -------------- --------------
Operating (Loss) Income 63,064 51,394 585
------------- -------------- --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds 108 9,405 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 1,771 0 0
Other, net 1,124 1,556 357
Income taxes--credit 262 2,776 28
------------- -------------- --------------
Other income (loss), net 3,265 13,737 385
------------- -------------- --------------
Income (loss) before interest charges 66,329 65,131 970
------------- -------------- --------------
Interest Charges:
Interest on long-term debt 26,840 62,721 1,729
Other interest 438 (519) (102)
Deferred nuclear plants return--borrowed funds (82) (21,512) 0
------------- -------------- --------------
Interest charges, net 27,196 40,690 1,627
------------- -------------- --------------
Net Income (Loss) 39,133 24,441 (657)
============= ============== ==============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Operating Revenues 329,118 417,616 146,735
--------- --------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 0 7,904
Other 289,121 239,008 95,347
Maintenance 19,676 161,447 39,051
Depreciation 5,251 1,580 0
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes 0 1,380 0
Taxes other than income taxes 11,170 10,144 4,298
--------- --------- --------------
Total operating expenses 325,218 413,559 146,600
--------- --------- --------------
Operating (Loss) Income 3,900 4,057 135
--------- --------- --------------
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 (3,764) 406 (135)
Income taxes--credit 0 0 0
--------- --------- --------------
Other income (loss), net (3,764) 406 (135)
--------- --------- --------------
Income (loss) before interest charges 136 4,463 0
--------- --------- --------------
Interest Charges:
Interest on long-term debt 0 1,808 0
Other interest 136 744 (1)
Deferred nuclear plants return--borrowed funds 0 0 0
--------- --------- --------------
Interest charges, net 136 2,552 (1)
--------- --------- --------------
Net Income (Loss) 0 1,911 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 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, 1995
(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 9,945 0
---------- ------------ --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 0 0
Other 32 536 7,296
Maintenance 0 0 2
Depreciation 59 2,441 655
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (149) 0 (2,503)
Taxes other than income taxes 286 1,730 20
---------- ------------ --------------
Total operating expenses 228 4,707 5,470
---------- ------------ --------------
Operating (Loss) Income (21) 5,238 (5,470)
---------- ------------ --------------
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 (11) 22 1,274
Income taxes--credit 0 0 0
---------- ------------ --------------
Other income (loss), net (11) 22 1,274
---------- ------------ --------------
Income (loss) before interest charges (32) 5,260 (4,196)
---------- ------------ --------------
Interest Charges:
Interest on long-term debt 0 4,214 0
Other interest 268 1,046 19
Deferred nuclear plants return--borrowed funds 0 0 0
---------- ------------ --------------
Interest charges, net 268 5,260 19
---------- ------------ --------------
Net Income (Loss) (300) 0 (4,215)
========== ============ ==============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated)
(b)<F2> Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Operating Revenues 33,421 1,165,110 3,748,991
-------------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 80,948 909,244
Other 32,144 828,019 965,443
Maintenance 37 219,366 288,927
Depreciation 430 6,228 354,293
Amortization of regulatory assets, net 0 0 128,413
Federal and state income taxes 280 0 261,228
Taxes other than income taxes 251 24,606 249,463
-------------- ------------ ------------
Total operating expenses 33,142 1,159,167 3,157,011
-------------- ------------ ------------
Operating (Loss) Income 279 5,943 591,980
-------------- ------------ ------------
Other Income:
Equity in earnings of subsidiaries 0 310,025 0
Deferred nuclear plants return--other funds 0 0 14,196
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 0 13,208
Other, net 210 2,890 2,389
Income taxes--credit (3) 0 (742)
-------------- ------------ ------------
Other income (loss), net 207 312,915 29,051
-------------- ------------ ------------
Income (loss) before interest charges 486 318,858 621,031
-------------- ------------ ------------
Interest Charges:
Interest on long-term debt 0 1,808 315,862
Other interest 119 7,278 6,666
Deferred nuclear plants return--borrowed funds 0 0 (23,310)
-------------- ------------ ------------
Interest charges, net 119 9,086 299,218
-------------- ------------ ------------
Net Income (Loss) 367 309,772 321,813
============== ============ ============
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
(This page intentionally left blank)
<PAGE>F-9
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1995
(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 946,988 765,724 125,034
Addition: Net income (loss) 282,434 205,216 83,255
---------- -------------- --------------
1,229,422 970,940 208,289
---------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 21,185
Western Massachusetts Electric Company
Public Service Company of New Hampshire 13,250
Common shares:
$1.76 per share 221,701
$13.43 per share 164,154
$28.18 per share
$1,316.00 per share
$24,000.00 per share
$52,000.00 per share 52,000
Loss on retirement of preferred stock 381 125
---------- -------------- --------------
222,082 185,464 65,250
---------- -------------- --------------
Balance at end of period 1,007,340 785,476 143,039
========== ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(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 904,371 632,117 421,784
Capital contribution from Northeast Utilities 0 0 0
Issuance of 1,400,940 common shares 24,971 0 0
Allocation of benefits--ESOP 70 0 0
Capital stock expenses, net 6,896 5,864 601
---------- -------------- --------------
Balance at end of period 936,308 637,981 422,385
========== ============== ==============
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, 1995
(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 111,586 59,236 12,921
Addition: Net income (loss) 39,133 24,441 (657)
------------- -------------- --------------
150,719 83,677 12,264
------------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company 4,944
Public Service Company of New Hampshire
Common shares:
$1.76 per share
$13.43 per share
$28.18 per share 30,223
$1,316.00 per share
$24,000.00 per share 24,000
$52,000.00 per share
Loss on retirement of preferred stock 256
------------- -------------- --------------
35,423 24,000 0
------------- -------------- --------------
Balance at end of period 115,296 59,677 12,264
============= ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(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 149,683 160,999 6,000
Capital contribution from Northeast Utilities 0 0 0
Issuance of 1,400,940 common shares 0 0 0
Allocation of benefits--ESOP 0 0 0
Capital stock expenses, net 499 0 0
------------- -------------- --------------
Balance at end of period 150,182 160,999 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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
Nuclear North Atlantic The
Energy Energy Service Quinnehtuk
Company Corporation Company
--------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 996 0 (1,570)
Addition: Net income (loss) 1,911 1 (300)
--------- -------------- --------------
2,907 1 (1,870)
--------- -------------- --------------
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
$13.43 per share
$28.18 per share
$1,316.00 per share 1,974
$24,000.00 per share
$52,000.00 per share
Loss on retirement of preferred stock
--------- -------------- --------------
1,974 0 0
--------- -------------- --------------
Balance at end of period 933 1 (1,870)
========= ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(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
Issuance of 1,400,940 common shares 0 0 0
Allocation of benefits--ESOP 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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The Rocky Energy, Inc. HEC Inc.
River Realty (consolidated) (consolidate
Company (b)<F2> (b)<F2>
-------------- -------------- ------------
<S> <C> <C> <C>
Balance at beginning of period 674 (12,489) (980)
Addition: Net income (loss) 0 (4,215) 367
-------------- -------------- ------------
674 (16,704) (613)
-------------- -------------- ------------
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
$13.43 per share
$28.18 per share
$1,316.00 per share
$24,000.00 per share
$52,000.00 per share
Loss on retirement of preferred stock
-------------- -------------- ------------
0 0 0
-------------- -------------- ------------
Balance at end of period 674 (16,704) (613)
============== ============== ============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(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 31,211 4,316
Capital contribution from Northeast Utilities 0 32,702 (324)
Issuance of 1,400,940 common shares 0 0 0
Allocation of benefits--ESOP 0 0 0
Capital stock expenses, net 0 0 0
-------------- -------------- ------------
Balance at end of period 155 63,913 3,992
============== ============== ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
)
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 1,061,133 946,988
Addition: Net income (loss) 309,772 321,813
------------ ------------
1,370,905 1,268,801
------------ ------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 21,185
Western Massachusetts Electric Company 4,944
Public Service Company of New Hampshire 13,250
Common shares:
$1.76 per share 221,701
$13.43 per share 164,154 0
$28.18 per share 30,223 0
$1,316.00 per share 1,974 0
$24,000.00 per share 24,000
$52,000.00 per share 52,000
Loss on retirement of preferred stock 381 381
------------ ------------
272,732 261,461
------------ ------------
Balance at end of period 1,098,173 1,007,340
============ ============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
)
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 1,421,624 904,371
Capital contribution from Northeast Utilities 32,378 0
Issuance of 1,400,940 common shares 0 24,971
Allocation of benefits--ESOP 0 70
Capital stock expenses, net 6,966 6,896
------------ ------------
Balance at end of period 1,460,968 936,308
============ ============
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
(This page intentionally left blank)
<PAGE>F-11
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1995
(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 Activities:
Net income (loss) $ 282,434 $ 205,216 $ 83,255
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 242,496 44,337
Deferred income taxes and investment tax credits, net 772 49,520 70,038
Deferred nuclear plants return 0 (6,399) 0
Amortization of deferred nuclear plants return 0 101,958 0
Recoverable energy costs, net of amortization 0 (33,769) (15,266)
Amortization of PSNH acquisition costs 0 0 55,547
Deferred cogeneration costs--CL&P 0 (55,341) 0
Equity in earnings of subsidiary companies (310,025) 0 0
Cash dividends received from subsidiary companies 272,350 0 0
Other sources of cash 6,916 65,597 16,117
Other uses of cash (528) (36,435) 0
Changes in working capital: 0 0 0
Receivables and accrued utility revenues 1,991 (33,032) (10,481)
Fuel, materials, and supplies 0 (4,479) (4,264)
Accounts payable 15,381 9,605 2,361
Accrued taxes (915) 25,855 (3,484)
Other working capital (excludes cash) 8,311 (1,869) 18
-------------- -------------- --------------
Net cash flows from (used for) operating activities 276,687 528,923 238,178
-------------- -------------- --------------
Financing Activities:
Issuance of common shares 47,218 0 0
Issuance of long-term debt 0 0 0
Issuance of Monthly Income Preferred Securities 0 100,000 0
Net (decrease) increase in short-term debt (46,500) (127,000) 0
Reacquisitions and retirements of long-term debt (12,000) (10,866) (141,000)
Reacquisitions and retirements of preferred stock 0 (125,000) 0
Cash dividends on preferred stock 0 (21,185) (13,250)
Cash dividends on common shares (221,701) (164,154) (52,000)
Other paid in capital 0 0 0
-------------- -------------- --------------
Net cash flows (used for) from financing activities (232,983) (348,205) (206,250)
-------------- -------------- --------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 (131,858) (46,672)
Nuclear fuel 0 (1,543) (184)
-------------- -------------- --------------
Net cash flows used for investments in plant 0 (133,401) (46,856)
NU System Money Pool (7,700) 0 15,900
Investment in subsidiaries (38,963) 0 0
Other investment activities, net 2,935 (47,577) (826)
-------------- -------------- --------------
Net cash flows (used for) from investments (43,728) (180,978) (31,782)
-------------- -------------- --------------
Net (decrease) increase in cash for the period (24) (260) 146
Cash and special deposits - beginning of period 42 2,017 538
-------------- -------------- --------------
Cash and special deposits - end of period $ 18 $ 1,757 $ 684
============== ============== ==============
Supplemental Cash Flow Information:
Cash paid during the year for:
Interest, net of amounts capitalized $ 26,430 $ 117,074 $ 74,543
Income taxes (refund) $ (8,418) $ 137,706 $ 1,509
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ 33,537 $ -
Seabrook Power Contract $ - $ - $ 28,028
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western North Water Power
Massachusetts Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)<F2>
-------------- ------------- --------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 39,133 $ 24,441 $ (657)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 37,924 23,406 1,941
Deferred income taxes and investment tax credits, net 3,418 46,114 374
Deferred nuclear plants return (190) (30,917) 0
Amortization of deferred nuclear plants return 7,336 0 0
Recoverable energy costs, net of amortization (4,715) 0 0
Amortization of PSNH acquisition costs 0 0 0
Deferred cogeneration costs--CL&P 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 29,409 12,140 1,048
Other uses of cash (8,039) (35,261) (625)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues (1,933) (4,709) 462
Fuel, materials, and supplies (285) (2,233) (245)
Accounts payable (11,669) 2,167 425
Accrued taxes (3,474) (93) (972)
Other working capital (excludes cash) 1,256 (17,748) 95
-------------- ------------- --------------
Net cash flows from (used for) operating activities 88,171 17,307 1,846
-------------- ------------- --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 225,000 0
Issuance of Monthly Income Preferred Securities 0 0 0
Net (decrease) increase in short-term debt 24,050 8,000 0
Reacquisitions and retirements of long-term debt (34,550) (225,000) 0
Reacquisitions and retirements of preferred stock (15,675) 0 0
Cash dividends on preferred stock (4,944) 0 0
Cash dividends on common shares (30,223) (24,000) 0
Other paid in capital 0 0 0
-------------- ------------- --------------
Net cash flows (used for) from financing activities (61,342) (16,000) 0
-------------- ------------- --------------
Investment Activities:
Investment in plant:
Electric and other utility plant (27,084) (6,906) (2,026)
Nuclear fuel 75 (16,609) 0
-------------- ------------- --------------
Net cash flows used for investments in plant (27,009) (23,515) (2,026)
NU System Money Pool 8,750 26,250 0
Investment in subsidiaries 0 0 0
Other investment activities, net (8,434) (3,824) 124
-------------- ------------- --------------
Net cash flows (used for) from investments (26,693) (1,089) (1,902)
-------------- ------------- --------------
Net (decrease) increase in cash for the period 136 218 (56)
Cash and special deposits - beginning of period 105 8,166 112
-------------- ------------- --------------
Cash and special deposits - end of period $ 241 $ 8,384 $ 56
============== ============= ==============
Supplemental Cash Flow Information:
Cash paid during the year for:
Interest, net of amounts capitalized $ 25,551 $ 73,923 $ 1,698
Income taxes (refund) $ 14,385 $ (36,679) $ (1,117)
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 7,851 $ - $ -
Seabrook Power Contract $ - $ - $ -
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
North
Northeast Northeast Atlantic
Utilities Nuclear Energy
Service Energy Service
Company Company Corporation
-------------- ------------- -------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 0 $ 1,911 $ 1
Adjustments to reconcile to net cash
from operating activities:
Depreciation 5,251 1,580 0
Deferred income taxes and investment tax credits, net 259 (6,388) 0
Deferred nuclear plants return 0 0 0
Amortization of deferred nuclear plants return 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of PSNH acquisition costs 0 0 0
Deferred cogeneration costs--CL&P 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 9,404 7,811 2,303
Other uses of cash (1,967) (3,692) (1,699)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues (13,731) 64 (17,100)
Fuel, materials, and supplies (55) 1,031 (13)
Accounts payable 13,170 4,612 7,509
Accrued taxes 1,888 1,590 403
Other working capital (excludes cash) 3,717 (12,886) 8,825
-------------- ------------- -------------
Net cash flows from (used for) operating activities 17,936 (4,367) 229
-------------- ------------- -------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Issuance of Monthly Income Preferred Securities 0 0 0
Net (decrease) increase in short-term debt (56,450) (6,000) 0
Reacquisitions and retirements of long-term debt 0 (318) 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 0 0
Cash dividends on common shares 0 (1,974) 0
Other paid in capital 0 0 0
-------------- ------------- -------------
Net cash flows (used for) from financing activities (56,450) (8,292) 0
-------------- ------------- -------------
Investment Activities:
Investment in plant:
Electric and other utility plant (15,444) (591) 0
Nuclear fuel 0 0 0
-------------- ------------- -------------
Net cash flows used for investments in plant (15,444) (591) 0
NU System Money Pool 56,450 13,250 0
Investment in subsidiaries 0 0 0
Other investment activities, net (3,680) 0 (37)
-------------- ------------- -------------
Net cash flows (used for) from investments 37,326 12,659 (37)
-------------- ------------- -------------
Net (decrease) increase in cash for the period (1,188) 0 192
Cash and special deposits - beginning of period 16,935 5 580
-------------- ------------- -------------
Cash and special deposits - end of period $ 15,747 $ 5 $ 772
============== ============= =============
Supplemental Cash Flow Information:
Cash paid during the year for:
Interest, net of amounts capitalized $ (163) $ 1,699 $ -
Income taxes (refund) $ (2,161) $ 6,322 $ -
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ - $ -
Seabrook Power Contract $ - $ - $ -
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
The Rocky Charter Oak
The River Energy, Inc.
Quinnehtuk Realty (consolidated)
Company Company (b)<F2>
----------- ----------- --------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ (300) $ 0 $ (4,215)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 59 2,441 655
Deferred income taxes and investment tax credits, net 5 65 0
Deferred nuclear plants return 0 0 0
Amortization of deferred nuclear plants return 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of PSNH acquisition costs 0 0 0
Deferred cogeneration costs--CL&P 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 5 92 399
Other uses of cash (54) (77) (3,137)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues 57 518 590
Fuel, materials, and supplies 0 0 0
Accounts payable (17) (319) (96)
Accrued taxes 10 147 (811)
Other working capital (excludes cash) 3 (86) (55)
----------- ----------- --------------
Net cash flows from (used for) operating activities (232) 2,781 (6,670)
----------- ----------- --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Issuance of Monthly Income Preferred Securities 0 0 0
Net (decrease) increase in short-term debt 300 0 0
Reacquisitions and retirements of long-term debt 0 (1,768) 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 32,702
----------- ----------- --------------
Net cash flows (used for) from financing activities 300 (1,768) 32,702
----------- ----------- --------------
Investment Activities:
Investment in plant:
Electric and other utility plant 44 (1,039) (63)
Nuclear fuel 0 0 0
----------- ----------- --------------
Net cash flows used for investments in plant 44 (1,039) (63)
NU System Money Pool 0 0 0
Investment in subsidiaries 0 0 0
Other investment activities, net 1 5 (30,084)
----------- ----------- --------------
Net cash flows (used for) from investments 45 (1,034) (30,147)
----------- ----------- --------------
Net (decrease) increase in cash for the period 113 (21) (4,115)
Cash and special deposits - beginning of period 12 21 5,913
----------- ----------- --------------
Cash and special deposits - end of period $ 125 $ 0 $ 1,798
=========== =========== ==============
Supplemental Cash Flow Information:
Cash paid during the year for:
Interest, net of amounts capitalized $ 268 $ 5,261 $ -
Income taxes (refund) $ (187) $ (224) $ (2,406)
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ - $ -
Seabrook Power Contract $ - $ - $ -
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC, Inc.
(consolidated)
(b)<F2> Eliminations Consolidated
-------------- ------------- -------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 367 $ 309,772 $ 321,813
Adjustments to reconcile to net cash
from operating activities:
Depreciation 430 6,228 354,293
Deferred income taxes and investment tax credits, net 31 0 164,208
Deferred nuclear plants return 0 0 (37,506)
Amortization of deferred nuclear plants return 0 0 109,294
Recoverable energy costs, net of amortization 0 (2,276) (51,474)
Amortization of PSNH acquisition costs 0 0 55,547
Deferred cogeneration costs--CL&P 0 0 (55,341)
Equity in earnings of subsidiary companies 0 (310,025) 0
Cash dividends received from subsidiary companies 0 272,350 0
Other sources of cash 974 50,881 101,334
Other uses of cash (332) (47,876) (43,972)
Changes in working capital: 0 0 0
Receivables and accrued utility revenues (3,879) (9,101) (72,081)
Fuel, materials, and supplies 26 0 (10,518)
Accounts payable 3,911 8,944 38,096
Accrued taxes 5 2,464 17,686
Other working capital (excludes cash) (181) (2,556) (8,045)
-------------- ------------- -------------
Net cash flows from (used for) operating activities 1,352 278,805 883,334
-------------- ------------- -------------
Financing Activities:
Issuance of common shares 0 0 47,218
Issuance of long-term debt 100 0 225,100
Issuance of Monthly Income Preferred Securities 0 0 100,000
Net (decrease) increase in short-term debt (300) (112,900) (91,000)
Reacquisitions and retirements of long-term debt 0 0 (425,500)
Reacquisitions and retirements of preferred stock 0 0 (140,675)
Cash dividends on preferred stock 0 0 (39,379)
Cash dividends on common shares 0 (272,351) (221,701)
Other paid in capital 0 32,702 0
-------------- ------------- -------------
Net cash flows (used for) from financing activities (200) (352,549) (545,937)
-------------- ------------- -------------
Investment Activities:
Investment in plant:
Electric and other utility plant (158) (389) (231,408)
Nuclear fuel 0 0 (18,261)
-------------- ------------- -------------
Net cash flows used for investments in plant (158) (389) (249,669)
NU System Money Pool 0 112,900 0
Investment in subsidiaries 0 (38,963) 0
Other investment activities, net 0 0 (91,399)
-------------- ------------- -------------
Net cash flows (used for) from investments (158) 73,548 (341,068)
-------------- ------------- -------------
Net (decrease) increase in cash for the period 994 (196) (3,671)
Cash and special deposits - beginning of period 328 196 34,579
-------------- ------------- -------------
Cash and special deposits - end of period $ 1,322 $ 0 $ 30,908
============== ============= =============
Supplemental Cash Flow Information:
Cash paid during the year for:
Interest, net of amounts capitalized $ 113 $ 5,250 $ 321,148
Income taxes (refund) $ 197 $ 0 $ 108,928
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ 0 $ 41,388
Seabrook Power Contract $ - $ 28,028 $ -
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
The Electric
Connecticut Power,
Light and CL&P Incorporated
Power Company Capital,L.P. (inactive)
------------- ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 6,147,959 0 2
Less: Accumulated provision for
depreciation 2,418,557 0 0
------------- ------------ ------------
3,729,402 0 2
Construction work in progress 103,026 0 0
Nuclear fuel, net 138,203 0 0
------------- ------------ ------------
Total net utility plant 3,970,631 0 2
------------- ------------ ------------
Long-term Loan Receivable 0 103,100 0
------------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 238,023 0 0
Investments in regional nuclear
generating companies, at equity 54,624 0 0
Investments in subsidiary companies,
at equity 3,167 0 0
Other, at cost 14,813 0 0
------------- ------------ ------------
310,627 0 0
------------- ------------ ------------
Current Assets:
Cash and special deposits 1,486 214 0
Receivables, net 231,574 0 0
Receivables from affiliated companies 3,069 0 0
Accrued utility revenues 91,157 0 0
Fuel, materials, and supplies, at
average cost 68,482 0 0
Recoverable energy costs, net--current
portion 78,108 0 0
Prepayments and other 42,894 0 0
------------- ------------ ------------
516,770 214 0
------------- ------------ ------------
Deferred Charges:
Regulatory assets 1,210,384 0 0
Unamortized debt expense 14,977 0 0
Other 10,232 0 0
------------- ------------ ------------
1,235,593 0 0
------------- ------------ ------------
Total Assets 6,033,621 103,314 2
============= ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integra
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticu
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
Suburban
Electric and Research
Gas Company Park,
(inactive) Incorporated Eliminations
------------ ------------ ------------
<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
Nuclear fuel, net 0 0 0
------------ ------------ ------------
Total net utility plant 0 0 0
------------ ------------ ------------
Long-term Loan Receivable 0 0 103,100
------------ ------------ ------------
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 subsidiary companies,
at equity 0 0 3,167
Other, at cost 0 0 (8)
------------ ------------ ------------
0 0 3,159
------------ ------------ ------------
Current Assets:
Cash and special deposits 1 56 0
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at
average cost 0 0 0
Recoverable energy costs, net--current
portion 0 0 0
Prepayments and other 0 0 0
------------ ------------ ------------
1 56 0
------------ ------------ ------------
Deferred Charges:
Regulatory assets 0 0 0
Unamortized debt expense 0 0 0
Other 0 0 0
------------ ------------ ------------
0 0 0
------------ ------------ ------------
Total Assets 1 56 106,259
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integra
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticu
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>
Assets
December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Consolidated
------------
<S> <C>
Utility Plant, at original cost:
Electric 6,147,961
Less: Accumulated provision for
depreciation 2,418,557
------------
3,729,404
Construction work in progress 103,026
Nuclear fuel, net 138,203
------------
Total net utility plant 3,970,633
------------
Long-term Loan Receivable 0
------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 238,023
Investments in regional nuclear
generating companies, at equity 54,624
Investments in subsidiary companies,
at equity 0
Other, at cost 14,821
------------
307,468
------------
Current Assets:
Cash and special deposits 1,757
Receivables, net 231,574
Receivables from affiliated companies 3,069
Accrued utility revenues 91,157
Fuel, materials, and supplies, at
average cost 68,482
Recoverable energy costs, net--current
portion 78,108
Prepayments and other 42,894
------------
517,041
------------
Deferred Charges:
Regulatory assets 1,210,384
Unamortized debt expense 14,977
Other 10,232
------------
1,235,593
------------
Total Assets 6,030,735
============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integra
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticu
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
The Electric
Connecticut Power,
Light and CL&P Incorporated
Power Company Capital,L.P. (inactive)
------------- ------------ ------------
<S> <C> <C> <C>
Common stockholder's equity:
Common stock 122,229 0 1
Capital surplus, paid in 637,981 3,100 0
Retained earnings 785,476 0 0
------------- ------------ ------------
Total common stockholder's equity 1,545,686 3,100 1
Preferred stock not subject to mandatory
redemption 116,200 0 0
Preferred stock subject to mandatory
redemption 155,000 0 0
MIPS Preferred stock 0 100,000 0
Long-term debt 1,915,746 0 0
------------- ------------ ------------
Total capitalization 3,732,632 103,100 1
------------- ------------ ------------
Minority Interest in Common Equity
of Subsidiary 0 0 0
------------- ------------ ------------
Obligations Under Capital Leases 108,408 0 0
------------- ------------ ------------
Current Liabilities:
Notes payable to banks 41,500 0 0
Notes payable to affiliated companies 10,250 0 1
Long-term debt and preferred stock--
current portion 9,372 0 0
Obligations under capital leases--
current portion 63,856 0 0
Accounts payable 110,798 0 0
Accounts payable to affiliated companies 44,463 214 0
Accrued taxes 52,268 0 0
Accrued interest 30,854 0 0
Other 20,027 0 0
------------- ------------ ------------
383,388 214 1
------------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 1,486,873 0 0
Accumulated deferred investment
tax credits 142,447 0 0
Deferred contractual obligation 65,847 0 0
Other 114,026 0 0
------------- ------------ ------------
1,809,193 0 0
------------- ------------ ------------
Total Capitalization and Liabilities 6,033,621 103,314 2
============= ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integra
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticu
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
Suburban
Electric and Research
Gas Company Park,
(inactive) Incorporated Eliminations
------------ ------------ ------------
<S> <C> <C> <C>
Common stockholder's equity:
Common stock 1 5 7
Capital surplus, paid in 0 0 3,100
Retained earnings 0 51 51
------------ ------------ ------------
Total common stockholder's equity 1 56 3,158
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
MIPS Preferred stock 0 0 100,000
Long-term debt 0 0 103,100
------------ ------------ ------------
Total capitalization 1 56 206,258
------------ ------------ ------------
Minority Interest in Common Equity
of Subsidiary 0 0 (100,000)
------------ ------------ ------------
Obligations Under Capital Leases 0 0 0
------------ ------------ ------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated companies 0 0 1
Long-term debt and preferred stock--
current portion 0 0 0
Obligations under capital leases--
current portion 0 0 0
Accounts payable 0 0 0
Accounts payable to affiliated companies 0 0 0
Accrued taxes 0 0 0
Accrued interest 0 0 0
Other 0 0 0
------------ ------------ ------------
0 0 1
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 0 0
Accumulated deferred investment
tax credits 0 0 0
Deferred contractual obligation 0 0 0
Other 0 0 0
------------ ------------ ------------
0 0 0
------------ ------------ ------------
Total Capitalization and Liabilities 1 56 106,259
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integra
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticu
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 Balance Sheet (b)<F2>
Capitalization and Liabilities
December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Consolidated
------------
<S> <C>
Common stockholder's equity:
Common stock 122,229
Capital surplus, paid in 637,981
Retained earnings 785,476
------------
Total common stockholder's equity 1,545,686
Preferred stock not subject to mandatory
redemption 116,200
Preferred stock subject to mandatory
redemption 155,000
MIPS Preferred stock 0
Long-term debt 1,812,646
------------
Total capitalization 3,629,532
------------
Minority Interest in Common Equity
of Subsidiary 100,000
------------
Obligations Under Capital Leases 108,408
------------
Current Liabilities:
Notes payable to banks 41,500
Notes payable to affiliated companies 10,250
Long-term debt and preferred stock--
current portion 9,372
Obligations under capital leases--
current portion 63,856
Accounts payable 110,798
Accounts payable to affiliated companies 44,677
Accrued taxes 52,268
Accrued interest 30,854
Other 20,027
------------
383,602
------------
Deferred Credits:
Accumulated deferred income taxes 1,486,873
Accumulated deferred investment
tax credits 142,447
Deferred contractual obligation 65,847
Other 114,026
------------
1,809,193
------------
Total Capitalization and Liabilities 6,030,735
============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integra
part of these financial statements.
<F1>(a)Not included are the following
inactive subsidiaries: The Connecticu
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
<F2>(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-15B
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES(a)<F1>
Consolidating Statement of Income(b)<F2>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power CL&P Park,
Company Capital,L.P. Incorporated
----------- ------------ ------------
<S> <C> <C> <C>
Operating Revenues 2,386,107 0 0
----------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 608,600 0 0
Other 613,420 0 0
Maintenance 192,607 0 0
Depreciation 242,496 0 0
Amortization of regulatory assets, net 54,217 0 0
Federal and state income taxes 178,346 0 0
Taxes other than income taxes 172,395 0 0
----------- ------------ ------------
Total operating expenses 2,062,081 0 0
----------- ------------ ------------
Operating Income 324,026 0 0
----------- ------------ ------------
Other Income:
Deferred nuclear plants return--
other funds 4,683 0 0
Equity in earnings of regional nuclear
generating companies 6,545 0 0
Other, net 10,172 9,002 0
Income taxes--credit (2,978) 0 0
----------- ------------ ------------
Other income, net 18,422 9,002 0
----------- ------------ ------------
Income before interest charges 342,448 9,002 0
----------- ------------ ------------
Interest Charges:
Interest on long-term debt 124,350 0 0
Other interest 14,598 0 0
Deferred nuclear plants return--
borrowed funds (1,716) 0 0
----------- ------------ ------------
Interest charges, net 137,232 0 0
----------- ------------ ------------
Net Income $205,216 $9,002 $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 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 Income(b)<F2>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues 0 2,386,107
------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 0 608,600
Other 0 613,420
Maintenance 0 192,607
Depreciation 0 242,496
Amortization of regulatory assets, net 0 54,217
Federal and state income taxes 0 178,346
Taxes other than income taxes 0 172,395
------------ ------------
Total operating expenses 0 2,062,081
------------ ------------
Operating Income 0 324,026
------------ ------------
Other Income:
Deferred nuclear plants return--
other funds 0 4,683
Equity in earnings of regional nuclear
generating companies 0 6,545
Other, net 18,004 1,170
Income taxes--credit 0 (2,978)
------------ ------------
Other income, net 18,004 9,420
------------ ------------
Income before interest charges 18,004 333,446
------------ ------------
Interest Charges:
Interest on long-term debt 0 124,350
Other interest 9,002 5,596
Deferred nuclear plants return--
borrowed funds 0 (1,716)
------------ ------------
Interest charges, net 9,002 128,230
------------ ------------
Net Income $9,002 $205,216
============ ============
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-16A
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Retained Earnings (b)<F2>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power CL&P Park,
Company Capital,L.P. Incorporated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 765,724 0 51
Addition: Net income 205,216 9,002 0
------------ ------------ ------------
970,940 9,002 51
Deductions: ------------ ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 21,185
Common stock $13.43 per share 164,154
MIPS Partnership distribution 0 8,732
Cash distribution to The Connecticut Light
and Power Company 0 270
Loss on the retirement of preferred stock 125 0
------------ ------------ ------------
185,464 9,002 0
------------ ------------ ------------
Balance at end of period 785,476 0 51
============ ============ ============
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)<F1>
Consolidating Statement of
Capital Surplus, Paid In (b)<F2>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power CL&P Park,
Company Capital,L.P. Incorporated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 632,117 0 0
Capital contribution from The Connecticut Light
and Power Company 3,100
Capital stock expenses, net 5,864 0
------------ ------------ ------------
Balance at end of period 637,981 3,100 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 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 Retained Earnings (b)<F2>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 51 765,724
Addition: Net income 9,002 205,216
------------ ------------
9,053 970,940
Deductions: ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 21,185
Common stock $13.43 per share 164,154
MIPS Partnership distribution 8,732 0
Cash distribution to The Connecticut Light
and Power Company 270 0
Loss on the retirement of preferred stock 0 125
------------ ------------
9,002 185,464
------------ ------------
Balance at end of period 51 785,476
============ ============
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)<F1>
Consolidating Statement of
Capital Surplus, Paid In (b)<F2>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 0 632,117
Capital contribution from The Connecticut Light
and Power Company 3,100 0
Capital stock expenses, net 0 5,864
------------ ------------
Balance at end of period 3,100 637,981
============ ============
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-17A
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Cash Flows (b)<F2>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Research
Light and CL&P Park,
Power Company Capital, LP Incorporated
-------------- ------------- -------------
<S> <C> <C> <C>
Operating Activities:
Net income $ 205,216 $ 9,002 $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 242,496 0 0
Deferred income taxes and investment tax credits, net 49,520 0 0
Deferred nuclear plants return (6,399) 0 0
Amortization of deferred nuclear plants return 101,958 0 0
Recoverable energy costs, net of amortization (33,769) 0 0
Deferred cogeneration costs (55,341) 0 0
Other sources of cash 65,597 0 0
Other uses of cash (36,435) 0 0
Changes in working capital:
Receivables and accrued utility revenues (33,032) 0 0
Fuel, materials, and supplies (4,479) 0 0
Accounts payable 9,391 214 0
Accrued taxes 25,855 0 0
Other working capital (excludes cash) (1,869) 0 0
-------------- ------------- -------------
Net cash flows from operating activities 528,709 9,216 0
-------------- ------------- -------------
Financing Activities:
Issuance of long-term debt 103,100 0 0
Issuance of Monthly Income Preferred Securities (MIPS) 0 100,000 0
Loan receiable from associated company 0 (103,100) 0
Other paid in capital 0 3,100 0
Net decrease in short-term debt (127,000) 0 0
Reacquisitions and retirements of long-term debt (10,866) 0 0
Reacquisitions and retirements of preferred stock (125,000) 0 0
MIPS partnership distribution 0 (8,732) 0
Cash distribution to CL&P 0 (270) 0
Cash dividends on preferred stock (21,185) 0 0
Cash dividends on common shares (164,154) 0 0
-------------- ------------- -------------
Net cash flows used for financing activities (345,105) (9,002) 0
-------------- ------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant (131,858) 0 0
Nuclear fuel (1,543) 0 0
-------------- ------------- -------------
Net cash flows used for investments in plant (133,401) 0 0
Other investment activities, net (50,677) 0 0
-------------- ------------- -------------
Net cash flows used for investments (184,078) 0 0
-------------- ------------- -------------
Net (decrease) increase in cash for the period (474) 214 0
Cash and special deposits - beginning of period 1,960 0 56
-------------- ------------- -------------
Cash and special deposits - end of period $ 1,486 $ 214 $ 56
============== ============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 126,077 $ 0 $ 0
============== ============= =============
Income taxes $ 137,706 $ 0 $ 0
============== ============= =============
Increase in obligations:
Niantic Bay Fuel Trust $ 33,537 $ 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 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> F-18
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a)<F1>
Consolidating Statement of Cash Flows (b)<F2>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- --------------
<S> <C> <C>
Operating Activities:
Net income $ 9,002 $ 205,216
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 242,496
Deferred income taxes and investment tax credits, net 0 49,520
Deferred nuclear plants return 0 (6,399)
Amortization of deferred nuclear plants return 0 101,958
Recoverable energy costs, net of amortization 0 (33,769)
Deferred cogeneration costs 0 (55,341)
Other sources of cash 0 65,597
Other uses of cash 0 (36,435)
Changes in working capital:
Receivables and accrued utility revenues 0 (33,032)
Fuel, materials, and supplies 0 (4,479)
Accounts payable 0 9,605
Accrued taxes 0 25,855
Other working capital (excludes cash) 0 (1,869)
------------- --------------
Net cash flows from operating activities 9,002 528,923
------------- --------------
Financing Activities:
Issuance of long-term debt 103,100 0
Issuance of Monthly Income Preferred Securities (MIPS) 0 100,000
Loan receiable from associated company (103,100) 0
Other paid in capital 3,100 0
Net decrease in short-term debt 0 (127,000)
Reacquisitions and retirements of long-term debt 0 (10,866)
Reacquisitions and retirements of preferred stock 0 (125,000)
MIPS partnership distribution (8,732) 0
Cash distribution to CL&P (270) 0
Cash dividends on preferred stock 0 (21,185)
Cash dividends on common shares 0 (164,154)
------------- --------------
Net cash flows used for financing activities (5,902) (348,205)
------------- --------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (131,858)
Nuclear fuel 0 (1,543)
------------- --------------
Net cash flows used for investments in plant 0 (133,401)
Other investment activities, net (3,100) (47,577)
------------- --------------
Net cash flows used for investments (3,100) (180,978)
------------- --------------
Net (decrease) increase in cash for the period 0 (260)
Cash and special deposits - beginning of period 0 2,017
------------- --------------
Cash and special deposits - end of period $ 0 $ 1,757
============= ==============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 9,002 $ 117,074
============= ==============
Income taxes $ 0 $ 137,706
============= ==============
Increase in obligations:
Niantic Bay Fuel Trust $ 0 $ 33,537
============= ==============
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> F-1
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)<F1>
Consolidating Balance Sheet (b)<F2>
Assets
December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Utility Plant, at cost:
Electric 2,109,590 200 0 2,109,790
Other 0 8,694 0 8,694
-------------- ----------- ------------ ------------
2,109,590 8,894 0 2,118,484
Less: Accumulated provision for
depreciation 513,244 2,319 0 515,563
-------------- ----------- ------------ ------------
1,596,346 6,575 0 1,602,921
Unamortized acquisition costs 588,910 0 0 588,910
Construction work in progress 15,975 0 0 15,975
Nuclear fuel, net 1,585 0 0 1,585
-------------- ----------- ------------ ------------
Total net utility plant 2,202,816 6,575 0 2,209,391
-------------- ----------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts,
at market 2,436 0 0 2,436
Investments in regional nuclear
generating companies, at equity 12,552 0 0 12,552
Investments in subsidiary companies,
at equity 6,748 0 6,748 0
Other, at cost 764 250 0 1,015
-------------- ----------- ------------ ------------
22,500 250 6,748 16,003
-------------- ----------- ------------ ------------
Current Assets:
Cash and special deposits 456 228 0 684
Notes receivable from affiliated
companies 19,100 0 0 19,100
Receivables, net 91,535 0 0 91,535
Accounts receivable from affiliated
companies 1,486 152 254 1,383
Accrued utility revenues 33,984 0 0 33,984
Fuel, materials, and supplies,
at average cost 41,717 0 0 41,717
Prepayments and other 11,196 27 0 11,223
-------------- ----------- ------------ ------------
199,474 407 254 199,626
-------------- ----------- ------------ ------------
Deferred Charges:
Regulatory assets 434,001 0 0 434,001
Unamortized debt expense 14,165 0 0 14,165
Deferred receivable from affiliated
company 33,284 0 0 33,284
Other 3,396 0 0 3,396
-------------- ----------- ------------ ------------
484,846 0 0 484,846
-------------- ----------- ------------ ------------
Total Assets 2,909,636 7,232 7,002 2,909,866
============== =========== ============ ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 1 1 1 1
Capital surplus, paid in 422,385 0 0 422,385
Retained earnings 143,039 624 624 143,039
-------------- ----------- ------------ ------------
Total common stockholder's equity 565,425 625 625 565,425
Preferred stock subject to mandatory
redemption 125,000 0 0 125,000
Long-term debt 686,485 6,123 6,123 686,485
-------------- ----------- ------------ ------------
Total capitalization 1,376,910 6,748 6,748 1,376,910
-------------- ----------- ------------ ------------
Obligations Under Capital Leases 874,292 0 0 874,292
-------------- ----------- ------------ ------------
Current Liabilities:
Long-term debt and preferred stock--
current portion 172,500 0 0 172,500
Obligations under capital leases--
current portion 40,996 0 0 40,996
Accounts payable 39,012 3 0 39,015
Accounts payable to affiliated
companies 26,656 102 254 26,505
Accrued taxes 798 216 0 1,014
Accrued interest 9,648 0 0 9,648
Accrued pension benefits 38,606 0 0 38,606
Other 19,077 0 0 19,077
-------------- ----------- ------------ ------------
347,293 321 254 347,361
-------------- ----------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 229,057 163 0 229,219
Accumulated deferred investment
tax credits 5,060 0 0 5,060
Deferred contractual obligation 18,814 0 0 18,814
Deferred revenue from affiliated
company 33,284 0 0 33,284
Other 24,926 0 0 24,926
-------------- ----------- ------------ ------------
311,141 163 0 311,303
-------------- ----------- ------------ ------------
Total Capitalization and Liabilities 2,909,636 7,232 7,002 2,909,866
============== =========== ============ ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
--------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 979,590 1,226 1,226 979,590
--------------- ----------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange
power 257,008 0 0 257,008
Other 313,390 1 1,226 312,165
Maintenance 42,244 0 0 42,244
Depreciation 44,337 0 0 44,337
Amortization of regulatory assets, net 55,547 0 0 55,547
Federal and state income taxes 69,758 212 0 69,970
Taxes other than income taxes 41,786 114 0 41,900
--------------- ----------- ------------ ------------
Total operating expenses 824,070 327 1,226 823,171
--------------- ----------- ------------ ------------
Operating Income 155,520 899 0 156,419
--------------- ----------- ------------ ------------
Other Income:
Equity in earnings of regional nuclear
generating companies 1,332 0 0 1,332
Other, net 3,642 (149) 750 2,743
Income taxes--credit (829) 0 0 (829)
--------------- ----------- ------------ ------------
Other income, net 4,145 (149) 750 3,246
--------------- ----------- ------------ ------------
Income before interest charges 159,665 750 750 159,665
--------------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 76,320 0 0 76,320
Other interest 90 436 436 90
--------------- ----------- ------------ ------------
Interest charges, net 76,410 436 436 76,410
--------------- ----------- ------------ ------------
Net Income 83,255 314 314 83,255
=============== =========== ============ ============
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, 1995
(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 125,034 310 310 125,034
Addition: Net income 83,255 314 314 83,255
-------------- ----------- ------------ ------------
208,289 624 624 208,289
Deductions:
Dividends declared:
Preferred Stock 13,250 0 0 13,250
Common stock $52,000.00 per share 52,000 0 0 52,000
-------------- ----------- ------------ ------------
Total deductions 65,250 0 0 65,250
-------------- ----------- ------------ ------------
Balance at end of period 143,039 624 624 143,039
============== =========== ============ ============
</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 421,784 0 0 421,784
Capital stock expenses, net 601 0 0 601
-------------- ----------- ------------ ------------
Balance at end of period 422,385 0 0 422,385
============== =========== ============ ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc.
--------------- -------------
<S> <C> <C>
Operating Activities:
Net income $ 83,255 $ 314
Adjustments to reconcile to net cash
from operating activities:
Depreciation 44,337 0
Deferred income taxes and investment tax credits, net 69,986 52
Recoverable energy costs, net of amortization (15,266) 0
Amortization of regulatory asset 55,547 0
Other sources of cash 15,973 145
Other uses of cash 0 0
Changes in working capital:
Receivables and accrued utility revenues (10,506) (11)
Fuel, materials, and supplies (4,264) 0
Accounts payable 2,375 20
Accrued taxes (3,506) 22
Other working capital (excludes cash) 16 2
--------------- -------------
Net cash flows from operating activities 237,947 544
--------------- -------------
Financing Activities:
Reacquisitions and retirements of long-term debt (141,000) (533)
Cash dividends on preferred stock (13,250) 0
Cash dividends on common stock (52,000) 0
--------------- -------------
Net cash flows used for financing activities (206,250) (533)
--------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant (46,672) 0
Nuclear fuel (184) 0
--------------- -------------
Net cash flows used for investments in plant (46,856) 0
NU System Money Pool 15,900 0
Other investment activities, net (607) 0
--------------- -------------
Net cash flows (used for) from investments (31,563) 0
--------------- -------------
Net increase in cash for the period 134 11
Cash - beginning of period 322 217
--------------- -------------
Cash - end of period $ 456 $ 228
=============== =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 74,543 $ 436
=============== =============
Income taxes $ 1,369 $ 140
=============== =============
Increase in obligations:
Seabrook Power Contracts and other capital leases $ 28,028 $ 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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net income $ 314 $ 83,255
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 44,337
Deferred income taxes and investment tax credits, net 0 70,038
Recoverable energy costs, net of amortization 0 (15,266)
Amortization of regulatory asset 0 55,547
Other sources of cash 0 16,117
Other uses of cash 0 0
Changes in working capital:
Receivables and accrued utility revenues (35) (10,481)
Fuel, materials, and supplies 0 (4,264)
Accounts payable 35 2,361
Accrued taxes 0 (3,484)
Other working capital (excludes cash) 0 18
------------- -------------
Net cash flows from operating activities 314 238,178
------------- -------------
Financing Activities:
Reacquisitions and retirements of long-term debt (533) (141,000)
Cash dividends on preferred stock 0 (13,250)
Cash dividends on common stock 0 (52,000)
------------- -------------
Net cash flows used for financing activities (533) (206,250)
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (46,672)
Nuclear fuel 0 (184)
------------- -------------
Net cash flows used for investments in plant 0 (46,856)
NU System Money Pool 0 15,900
Other investment activities, net 219 (826)
------------- -------------
Net cash flows (used for) from investments 219 (31,782)
------------- -------------
Net increase in cash for the period 0 146
Cash - beginning of period 0 538
------------- -------------
Cash - end of period $ 0 $ 684
============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 436 $ 74,543
============= =============
Income taxes $ 0 $ 1,509
============= =============
Increase in obligations:
Seabrook Power Contracts and other capital leases $ 0 $ 28,028
============= =============
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, 1995
(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 93,398 1,437 0 94,835
Less: Accumulated provision for
depreciation 38,158 919 0 39,077
-------- --------- ------------ ------------
55,240 518 0 55,758
Construction work in progress 1,919 4 0 1,923
-------- --------- ------------ ------------
Total net utility plant 57,159 522 0 57,681
-------- --------- ------------ ------------
Other Property and Investments:
Investments in subsidiary company, at
equity 243 0 243 0
Other, at cost 3,357 0 0 3,357
-------- --------- ------------ ------------
3,600 0 243 3,357
-------- --------- ------------ ------------
Current Assets:
Cash 1 55 0 56
Notes receivables from affiliated companies 7,000 0 0 7,000
Receivables, net 3,875 5 0 3,879
Accounts receivables from affiliated companies 2,059 2,396 4,356 99
Fuel, materials, and supplies, at average cost 6,413 0 0 6,413
Prepayments and other 129 0 0 130
-------- --------- ------------ ------------
19,477 2,456 4,356 17,577
-------- --------- ------------ ------------
Deferred Charges:
Regulatory assets 2,441 48 (268) 2,756
Unamortized debt expense 998 0 0 998
Other 271 4 0 275
-------- --------- ------------ ------------
3,710 52 (268) 4,029
-------- --------- ------------ ------------
Total Assets 83,946 3,030 4,331 82,644
======== ========= ============ ============
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, 1995
(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 12,264 (687) (687) 12,264
-------- --------- ------------ ------------
Total common stockholder's equity 20,664 (202) (202) 20,664
Long-term debt 38,300 424 424 38,300
-------- --------- ------------ ------------
Total capitalization 58,964 222 222 58,964
-------- --------- ------------ ------------
Current Liabilities:
Accounts payable 1,370 0 0 1,370
Accounts payable to affiliated companies 3,101 1,957 4,356 702
Accrued taxes 981 690 0 1,670
Accrued interest 286 0 0 286
Accrued pension benefits 995 0 0 995
Other 503 12 0 515
-------- --------- ------------ ------------
7,236 2,659 4,356 5,538
-------- --------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 11,822 102 (268) 12,192
Accumulated deferred investment tax credits 2,919 26 0 2,945
Other 3,005 21 21 3,005
-------- --------- ------------ ------------
17,746 149 (247) 18,142
-------- --------- ------------ ------------
Total Capitalization and Liabilities 83,946 3,030 4,331 82,644
======== ========= ============ ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 60,552 27,483 54,066 33,969
------- --------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 35,282 18,149 35,520 17,910
Other 19,002 9,288 18,546 9,744
Maintenance 3,340 0 0 3,340
Depreciation 1,900 41 0 1,941
Federal and state income taxes (1,753) (6) 0 (1,758)
Taxes other than income taxes 2,170 37 0 2,207
------- --------- ------------ ------------
Total operating expenses 59,941 27,509 54,066 33,384
------- --------- ------------ ------------
Operating Income (Loss) 611 (26) 0 585
------- --------- ------------ ------------
Other Income:
Other, net 339 0 (18) 357
Income taxes--credit 20 8 0 28
------- --------- ------------ ------------
Other income, net 359 8 (18) 385
------- --------- ------------ ------------
Income before interest charges 970 (18) (18) 970
------- --------- ------------ ------------
Interest Charges:
Interest on long-term debt 1,729 0 0 1,729
Other interest (102) 21 21 (102)
------- --------- ------------ ------------
Interest charges, net 1,627 21 21 1,627
------- --------- ------------ ------------
Net Income (657) (39) (39) (657)
======= ========= ============ ============
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, 1995
(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 12,921 (648) (648) 12,921
Addition: Net income (657) (39) (39) (657)
------- --------- ------------ ------------
Balance at end of period 12,264 (687) (687) 12,264
======= ========= ============ ============
</TABLE>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Holyoke Power and
Water Power Electric
Company Company
------------ ------------
<S> <C> <C>
Operating Activities:
Net loss $ (657) $ (39)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 1,900 41
Deferred income taxes, net 380 (7)
Other sources of cash 1,043 27
Other uses of cash (626) 0
Changes in working capital:
Receivables, net 600 234
Fuel, materials, and supplies (245) 0
Accounts payable 389 (337)
Accrued taxes (1,011) 39
Other working capital (excludes cash) 97 0
------------ ------------
Net cash flows from (used for) operating activities 1,870 (42)
------------ ------------
Investment Activities:
Investment in plant:
Electric utility plant (2,025) (1)
Other investment activities, net 142 0
------------ ------------
Net cash flows (used for) from investments (1,883) (1)
------------ ------------
Net decrease in cash for the period (13) (43)
Cash - beginning of period 14 98
------------ ------------
Cash - end of period $ 1 $ 55
============ ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 1,698 $ 21
============ ============
Income taxes (refund) $ (1,072) $ (45)
============ ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net loss $ (39) $ (657)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 1,941
Deferred income taxes, net 0 374
Other sources of cash 21 1,048
Other uses of cash 0 (625)
Changes in working capital:
Receivables, net 373 462
Fuel, materials, and supplies 0 (245)
Accounts payable (373) 425
Accrued taxes 0 (972)
Other working capital (excludes cash) 0 95
------------- -------------
Net cash flows from (used for) operating activities (18) 1,846
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (2,026)
Other investment activities, net 18 124
------------- -------------
Net cash flows (used for) from investments 18 (1,902)
------------- -------------
Net decrease in cash for the period 0 (56)
Cash - beginning of period 0 112
------------- -------------
Cash - end of period $ 0 $ 56
============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 21 $ 1,698
============= =============
Income taxes (refund) $ 0 $ (1,117)
============= =============
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, 1995
(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 7
------------ ------------ -----------
0 0 4
Construction work in progress (3) 0 89
------------ ------------ -----------
Total net utility plant (3) 0 93
------------ ------------ -----------
Other Property and Investments:
Investments in subsidiary companies,
at equity 46,984 0 0
Other, at cost 0 2,229 0
------------ ------------ -----------
46,984 2,229 0
------------ ------------ -----------
Current Assets:
Cash 93 445 976
Receivables, net 0 0 611
Receivables from affiliated companies 1,170 0 1,175
------------ ------------ -----------
1,263 445 2,762
------------ ------------ -----------
Deferred Charges:
Accumulated deferred income taxes 107 23 0
Other 655 0 3,437
------------ ------------ -----------
762 23 3,437
------------ ------------ -----------
Total Assets 49,006 2,697 6,292
============ ============ ===========
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE
COE (UK) (Gencoe) 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 0 736 0
Other, at cost 3,849 0 0
-------- -------- ------------
3,849 736 0
-------- -------- ------------
Current Assets:
Cash 86 0 10
Receivables, net 50 0 0
Receivables from affiliated companies 0 0 0
-------- -------- ------------
136 0 10
-------- -------- ------------
Deferred Charges:
Accumulated deferred income taxes 0 0 0
Other 1,003 0 0
-------- -------- ------------
1,003 0 0
-------- -------- ------------
Total Assets 4,988 736 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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
------------ ----------- -------------
<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 0 0
Other, at cost 18,300 0 16,843
------------ ----------- -------------
18,300 0 16,843
------------ ----------- -------------
Current Assets:
Cash 10 10 167
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 0
------------ ----------- -------------
10 10 167
------------ ----------- -------------
Deferred Charges:
Accumulated deferred income taxes 0 0 0
Other 471 0 0
------------ ----------- -------------
471 0 0
------------ ----------- -------------
Total Assets 18,781 10 17,010
============ =========== =============
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>
Assets
December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Utility Plant, at original cost:
Electric 0 52
Less: Accumulated provision for
depreciation 0 47
------------ ------------
0 5
Construction work in progress 0 86
------------ ------------
Total net utility plant 0 91
------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 47,720 0
Other, at cost 0 41,221
------------ ------------
47,720 41,221
------------ ------------
Current Assets:
Cash 0 1,798
Receivables, net 661 0
Receivables from affiliated companies 2,344 0
------------ ------------
3,005 1,798
------------ ------------
Deferred Charges:
Accumulated deferred income taxes 0 130
Other 0 5,565
------------ ------------
0 5,695
------------ ------------
Total Assets 50,725 48,805
============ ============
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-32C
(This page intentionally left blank)
<PAGE>F-33
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 0
Capital surplus, paid in 63,913 1,899 16,039
Retained earnings (16,704) 618 (11,252)
------------ ------------ -----------
Total common stockholder's equity 47,209 2,517 4,787
Long-term debt 0 0 0
------------ ------------ -----------
Total capitalization 47,209 2,517 4,787
------------ ------------ -----------
Minority Interest in Common Equity
of Subsidiaries 0 0 0
------------ ------------ -----------
Current Liabilities:
Notes payable to affiliated company 0 0 0
Accounts payable 35 0 1,190
Accounts payable to affiliated
companies 1,241 0 296
Accrued taxes 498 180 0
Other 23 0 19
------------ ------------ -----------
1,797 180 1,505
------------ ------------ -----------
Total Capitalization and Liabilities 49,006 2,697 6,292
============ ============ ===========
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE
COE (UK) (Gencoe) Argentina I
Corp. Corp. Corp.
-------- -------- ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 0
Capital surplus, paid in 4,524 123 10
Retained earnings (715) (250) 0
-------- -------- ------------
Total common stockholder's equity 3,809 (127) 10
Long-term debt 0 757 0
-------- -------- ------------
Total capitalization 3,809 630 10
-------- -------- ------------
Minority Interest in Common Equity
of Subsidiaries 0 0 0
-------- -------- ------------
Current Liabilities:
Notes payable to affiliated company 100 0 0
Accounts payable 0 0 0
Accounts payable to affiliated
companies 1,039 105 0
Accrued taxes 40 1 0
Other 0 0 0
-------- -------- ------------
1,179 106 0
-------- -------- ------------
Total Capitalization and Liabilities 4,988 736 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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
------------ ----------- -------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 0
Capital surplus, paid in 18,781 10 17,010
Retained earnings 0 0 0
------------ ----------- -------------
Total common stockholder's equity 18,781 10 17,010
Long-term debt 0 0 0
------------ ----------- -------------
Total capitalization 18,781 10 17,010
------------ ----------- -------------
Minority Interest in Common Equity
of Subsidiaries 0 0 0
------------ ----------- -------------
Current Liabilities:
Notes payable to affiliated company 0 0 0
Accounts payable 0 0 0
Accounts payable to affiliated
companies 0 0 0
Accrued taxes 0 0 0
Other 0 0 0
------------ ----------- -------------
0 0 0
------------ ----------- -------------
Total Capitalization and Liabilities 18,781 10 17,010
============ =========== =============
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 INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)<F1>
Capitalization and Liabilities
December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0
Capital surplus, paid in 58,396 63,913
Retained earnings (11,598) (16,704)
------------ ------------
Total common stockholder's equity 46,798 47,209
Long-term debt 757 0
------------ ------------
Total capitalization 47,555 47,209
------------ ------------
Minority Interest in Common Equity
of Subsidiaries 65 (65)
------------ ------------
Current Liabilities:
Notes payable to affiliated company 100 0
Accounts payable 0 1,226
Accounts payable to affiliated
companies 2,344 336
Accrued taxes 661 58
Other 0 41
------------ ------------
3,105 1,661
------------ ------------
Total Capitalization and Liabilities 50,725 48,805
============ ============
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-34C
(This page intentionally left blank)
<PAGE>F-35
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1995
(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 1,117 0 6,142
Maintenance 2 0 0
Depreciation 0 0 2
Federal and state income taxes (457) 183 (2,603)
Taxes other than income taxes 19 0 0
------------ ------------ -----------
Total operating expenses 681 183 3,541
------------ ------------ -----------
Operating Loss (681) (183) (3,541)
------------ ------------ -----------
Other Income (3,522) 697 0
------------ ------------ -----------
Income (loss) before
interest charges (4,203) 514 (3,541)
------------ ------------ -----------
Interest Charges 12 0 0
------------ ------------ -----------
Net Income (Loss) (4,215) 514 (3,541)
============ ============ ===========
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 Income (a)<F1>
Year Ended December 31, 1995
(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 38 0 0
Maintenance 0 0 0
Depreciation 652 0 0
Federal and state income taxes 359 15 0
Taxes other than income taxes 1 0 0
----------- ----------- ---------------
Total operating expenses 1,050 15 0
----------- ----------- ---------------
Operating Loss (1,050) (15) 0
----------- ----------- ---------------
Other Income 422 (128) 0
----------- ----------- ---------------
Income (loss) before
interest charges (628) (143) 0
----------- ----------- ---------------
Interest Charges 8 46 0
----------- ----------- ---------------
Net Income (Loss) (636) (189) 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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
---------------- ----------- -------------
<S> <C> <C> <C>
Operating Revenues 0 0 0
---------------- ----------- -------------
Operating Expenses:
Operation 0 0 0
Maintenance 0 0 0
Depreciation 0 0 0
Federal and state income taxes 0 0 0
Taxes other than income taxes 0 0 0
---------------- ----------- -------------
Total operating expenses 0 0 0
---------------- ----------- -------------
Operating Loss 0 0 0
---------------- ----------- -------------
Other Income 0 0 0
---------------- ----------- -------------
Income (loss) before
interest charges 0 0 0
---------------- ----------- -------------
Interest Charges 0 0 0
---------------- ----------- -------------
Net Income (Loss) 0 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>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues 0 0
------------ ------------
Operating Expenses:
Operation 0 7,296
Maintenance 0 2
Depreciation 0 655
Federal and state income taxes 0 (2,503)
Taxes other than income taxes 0 20
------------ ------------
Total operating expenses 0 5,470
------------ ------------
Operating Loss 0 (5,470)
------------ ------------
Other Income (3,805) 1,274
------------ ------------
Income (loss) before
interest charges (3,805) (4,196)
------------ ------------
Interest Charges 46 19
------------ ------------
Net Income (Loss) (3,851) (4,215)
============ ============
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>
(This page intentionally left blank)
<PAGE>F-37
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1995
(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 (12,489) 104 (7,711)
Addition: Net income (loss) (4,215) 514 (3,541)
------------ ------------ -----------
(16,704) 618 (11,252)
Deductions:
Common stock dividend declared: 0 0 0
------------ ------------ -----------
Balance at end of period (16,704) 618 (11,252)
============ ============ ===========
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(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 31,211 1,785 19,260
Capital contribution from
Northeast Utilities 32,702 114 (3,221)
Premium on capital stock 0 0 0
------------ ------------ -----------
Balance at end of period 63,913 1,899 16,039
============ ============ ===========
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
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Balance at beginning of period (79) (61) 0
Addition: Net income (loss) (636) (189) 0
----------- ----------- ---------------
(715) (250) 0
Deductions:
Common stock dividend declared: 0 0 0
----------- ----------- ---------------
Balance at end of period (715) (250) 0
=========== =========== ===============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Balance at beginning of period 4,417 132 10
Capital contribution from
Northeast Utilities 107 (9) 0
Premium on capital stock 0 0 0
----------- ----------- ---------------
Balance at end of period 4,524 123 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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
---------------- ------------ -------------
<S> <C> <C> <C>
Balance at beginning of period 0 0 0
Addition: Net income (loss) 0 0 0
---------------- ------------ -------------
0 0 0
Deductions:
Common stock dividend declared: 0 0 0
---------------- ------------ -------------
Balance at end of period 0 0 0
================ ============ =============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
---------------- ------------ -------------
<S> <C> <C> <C>
Balance at beginning of period 10 0 0
Capital contribution from
Northeast Utilities 18,771 10 17,010
Premium on capital stock 0 0 0
---------------- ------------ -------------
Balance at end of period 18,781 10 17,010
================ ============ =============
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
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period (7,747) (12,489)
Addition: Net income (loss) (3,851) (4,215)
------------ ------------
(11,598) (16,704)
Deductions:
Common stock dividend declared: 0 0
------------ ------------
Balance at end of period (11,598) (16,704)
============ ============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 25,613 31,211
Capital contribution from
Northeast Utilities 32,783 32,702
Premium on capital stock 0 0
------------ ------------
Balance at end of period 58,396 63,913
============ ============
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-38C
(This page intentionally left blank)
<PAGE>F-39
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------- -------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ (4,215) $ 514 $ (3,541)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 2
Deferred income taxes 0 0 0
Other sources of cash 559 0 1
Other uses of cash 0 0 (2,437)
Changes in working capital:
Accounts receivable 712 0 196
Accounts payable (241) (60) 339
Accrued taxes (380) (93) 0
Other working capital (excludes cash) (5) (800) (49)
------------- -------------- ------------
Net cash flows used for operating activities (3,570) (439) (5,489)
------------- -------------- ------------
Financing Activities:
Other paid in capital 32,702 114 (3,221)
Net increase in short-term debt 0 0 0
------------- -------------- ------------
Net cash flows from (used for) financing activities 32,702 114 (3,221)
------------- -------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant 3 0 (67)
Other investments (29,269) (142) 5,000
------------- -------------- ------------
Net cash flows (used for) from investments (29,266) (142) 4,933
------------- -------------- ------------
Net (decrease) increase in cash for the period (134) (467) (3,777)
Cash - beginning of period 227 912 4,753
------------- -------------- ------------
Cash - end of period $ 93 $ 445 $ 976
============= ============== ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 0
============= ============== ============
Income taxes (refund) $ (476) $ 276 $ (2,161)
============= ============== ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE COE
(UK) (Gencoe) Argentina I
Corp. Corp. Corp.
------------ ------------ -------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ (636) $ (189) $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 652 0 0
Deferred income taxes 0 0 0
Other sources of cash 364 0 0
Other uses of cash (652) 0 0
Changes in working capital:
Accounts receivable 51 14 0
Accounts payable (141) 46 0
Accrued taxes 40 1 0
Other working capital (excludes cash) 0 0 0
------------ ------------ -------------
Net cash flows used for operating activities (322) (128) 0
------------ ------------ -------------
Financing Activities:
Other paid in capital 107 (9) 0
Net increase in short-term debt 100 0 0
------------ ------------ -------------
Net cash flows from (used for) financing activities 207 (9) 0
------------ ------------ -------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments 201 136 0
------------ ------------ -------------
Net cash flows (used for) from investments 201 136 0
------------ ------------ -------------
Net (decrease) increase in cash for the period 86 (1) 0
Cash - beginning of period 0 1 10
------------ ------------ -------------
Cash - end of period $ 86 $ 0 $ 10
============ ============ =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 0 $ 46 $ 0
============ ============ =============
Income taxes (refund) $ (45) $ 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>
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Argentina II COE COE
Corp. Tejona Fenix
------------- ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 0 $ 0 $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 0
Deferred income taxes 0 0 0
Other sources of cash 0 0 0
Other uses of cash (471) 0 0
Changes in working capital:
Accounts receivable 0 0 0
Accounts payable 0 0 0
Accrued taxes 0 0 0
Other working capital (excludes cash) 0 0 0
------------- ------------- ------------
Net cash flows used for operating activities (471) 0 0
------------- ------------- ------------
Financing Activities:
Other paid in capital 18,771 10 17,010
Net increase in short-term debt 0 0 0
------------- ------------- ------------
Net cash flows from (used for) financing activities 18,771 10 17,010
------------- ------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments (18,300) 0 (16,843)
------------- ------------- ------------
Net cash flows (used for) from investments (18,300) 0 (16,843)
------------- ------------- ------------
Net (decrease) increase in cash for the period 0 10 167
Cash - beginning of period 10 0 0
------------- ------------- ------------
Cash - end of period $ 10 $ 10 $ 167
============= ============= ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 0
============= ============= ============
Income taxes (refund) $ 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>
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net income (loss) $ (3,851) $ (4,215)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 655
Deferred income taxes 0 0
Other sources of cash 525 399
Other uses of cash (424) (3,137)
Changes in working capital:
Accounts receivable 383 590
Accounts payable 39 (96)
Accrued taxes 378 (811)
Other working capital (excludes cash) (800) (55)
------------- -------------
Net cash flows used for operating activities (3,750) (6,670)
------------- -------------
Financing Activities:
Other paid in capital 32,783 32,702
Net increase in short-term debt 100 0
------------- -------------
Net cash flows from (used for) financing activities 32,883 32,702
------------- -------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 (63)
Other investments (29,133) (30,084)
------------- -------------
Net cash flows (used for) from investments (29,133) (30,147)
------------- -------------
Net (decrease) increase in cash for the period 0 (4,115)
Cash - beginning of period 0 5,913
------------- -------------
Cash - end of period $ 0 $ 1,798
============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 46 $ 0
============= =============
Income taxes (refund) $ 0 $ (2,406)
============= =============
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 Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 2,946 5 0
Other 963 0 0
------------ ------------- ---------------
3,909 5 0
Less: Accumulated provision for
depreciation 1,820 1 0
------------ ------------- ---------------
2,089 4 0
Construction work in progress 0 0 0
------------ ------------- ---------------
Total net utility plant 2,089 4 0
------------ ------------- ---------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 56 0 0
------------ ------------- ---------------
Current Assets:
Cash 951 10 200
Notes receivable from affiliated
companies 204 0 0
Receivables, net 5,768 0 0
Receivables from affiliated companies 938 0 0
Materials and supplies, at 0 0 0
average cost
Prepayments and other 173 0 0
------------ ------------- ---------------
8,034 10 200
------------ ------------- ---------------
Deferred Charges:
Other 592 0 0
------------ ------------- ---------------
Total Assets 10,771 14 200
============ ============= ===============
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>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 10 0 2,961
Other 7 0 970
------------ ------------ ------------
17 0 3,931
Less: Accumulated provision for
depreciation 3 0 1,824
------------ ------------ ------------
14 0 2,107
Construction work in progress 0 0 0
------------ ------------ ------------
Total net utility plant 14 0 2,107
------------ ------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 56 0
------------ ------------ ------------
Current Assets:
Cash 161 0 1,322
Notes receivable from affiliated
companies 0 204 0
Receivables, net 0 0 5,768
Receivables from affiliated companies 0 5 933
Materials and supplies, at 0 0 0
average cost
Prepayments and other 1 0 173
------------ ------------ ------------
162 209 8,196
------------ ------------ ------------
Deferred Charges:
Other 383 0 975
------------ ------------ ------------
Total Assets 559 265 11,278
============ ============ ============
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 Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 100
Capital surplus, paid in 3,992 10 0
Retained earnings (613) (1) (55)
------------ ------------- ---------------
Total common stockholder's equity 3,379 9 45
Long-term debt 0 0 100
------------ ------------- ---------------
Total capitalization 3,379 9 145
------------ ------------- ---------------
Obligations Under Capital Leases 0 0 0
------------ ------------- ---------------
Current Liabilities:
Notes payable to affiliated company 1,675 0 0
Accounts payable 4,683 0 0
Accounts payable to affiliated
companies 65 5 55
Accrued taxes 2 0 0
Other 556 0 0
------------ ------------- ---------------
6,979 5 55
------------ ------------- ---------------
Deferred Credits:
Accumulated deferred income taxes 411 0 0
------------ ------------- ---------------
Total Capitalization and Liabilities 10,771 14 200
============ ============= ===============
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>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 100 0
Capital surplus, paid in 7 17 3,992
Retained earnings 3 (53) (613)
------------ ------------ ------------
Total common stockholder's equity 10 64 3,379
Long-term debt 0 0 100
------------ ------------ ------------
Total capitalization 10 64 3,479
------------ ------------ ------------
Current Liabilities:
Notes payable to affiliated company 196 196 1,675
Accounts payable 309 0 4,992
Accounts payable to affiliated
companies 0 5 120
Accrued taxes 4 0 5
Other 40 0 596
------------ ------------ ------------
549 201 7,388
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 0 411
------------ ------------ ------------
Total Capitalization and Liabilities 559 265 11,278
============ ============ ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Operating Revenues $32,371 $0 $7
------------ ------------- ---------------
Operating Expenses:
Operation 31,059 0 62
Maintenance 37 0 0
Depreciation 426 1 0
Federal and state income taxes 276 0 0
Taxes other than income taxes 249 0 0
------------ ------------- ---------------
Total operating expenses 32,047 1 62
------------ ------------- ---------------
Operating Income 324 (1) (55)
------------ ------------- ---------------
Other Income 162 0 0
------------ ------------- ---------------
Income before interest charges 486 (1) (55)
------------ ------------- ---------------
Interest Charges 119 0 0
------------ ------------- ---------------
Net Income (Loss) 367 (1) (55)
============ ============= ===============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Operating Revenues $1,149 $106 $33,421
------------ ------------ ------------
Operating Expenses:
Operation 1,130 106 32,144
Maintenance 0 0 37
Depreciation 3 0 430
Federal and state income taxes 4 0 280
Taxes other than income taxes 2 0 251
------------ ------------ ------------
Total operating expenses 1,139 106 33,142
------------ ------------ ------------
Operating Income 10 0 279
------------ ------------ ------------
Other Income 0 (46) 207
------------ ------------ ------------
Income before interest charges 10 (46) 486
------------ ------------ ------------
Interest Charges 7 7 119
------------ ------------ ------------
Net Income (Loss) 3 (53) $367
============ ============ ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Balance at beginning of period (980) 0 0
Addition: Net income 367 (1) (55)
------------ ------------- ---------------
Balance at end of period (613) (1) (55)
============ ============= ===============
</TABLE>
HEC INC AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Balance at beginning of period 4,316 10 0
Capital contribution to Northeast Utilities (324) 0 0
------------ ------------- ---------------
Balance at end of period 3,992 10 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-45
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 0 0 (980)
Addition: Net income 3 (53) 367
------------ ------------ ------------
Balance at end of period 3 (53) (613)
============ ============ ============
</TABLE>
HEC INC AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)<F1>
Year Ended December 31, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 7 17 4,316
Capital contribution to Northeast Utilities 0 0 (324)
------------ ------------ ------------
Balance at end of period 7 17 3,992
============ ============ ============
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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services LLC
----------- ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 367 $ (1) $ (55)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 426 1 0
Deferred income taxes and investment tax credits, net 31 0 0
Other sources of cash 1,047 0 0
Other uses of cash 0 (5) 0
Changes in working capital:
Receivables and accrued utility revenues (3,884) 0 0
Fuel, materials, and supplies 26 0 0
Accounts payable 3,547 5 55
Accrued taxes 2 0 0
Other working capital (excludes cash) (221) 0 0
----------- ------------- ------------
Net cash flows from (used for) operating activities 1,341 0 0
----------- ------------- ------------
Financing Activities:
Issuance of common shares 0 0 100
Issuance of long-term debt 0 0 100
Net (decrease) increase in short-term debt (300) 0 0
----------- ------------- ------------
Net cash flows (used for) from financing activities (300) 0 200
----------- ------------- ------------
Investment Activities:
Investment in plant:
Electric utility plant (158) 0 0
----------- ------------- ------------
Net cash flows used for investments in plant (158) 0 0
Notes receivable from affiliated company (204) 0 0
Investment in subsidiaries (39) 0 0
----------- ------------- ------------
Net cash flows used for investments (401) 0 0
----------- ------------- ------------
Net increase in cash for the period 640 0 200
Cash - beginning of period 311 10 0
----------- ------------- ------------
Cash - end of period $ 951 $ 10 $ 200
=========== ============= ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 113 $ 0 $ 0
=========== ============= ============
Income taxes $ 197 $ 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, 1995
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 3 $ (53) $ 367
Adjustments to reconcile to net cash
from operating activities:
Depreciation 3 0 430
Deferred income taxes and investment tax credits, net 0 0 31
Other sources of cash 0 73 974
Other uses of cash (400) (73) (332)
Changes in working capital:
Receivables and accrued utility revenues 8 3 (3,879)
Fuel, materials, and supplies 0 0 26
Accounts payable 301 (3) 3,911
Accrued taxes 4 0 5
Other working capital (excludes cash) 39 0 (181)
------------ ------------ ------------
Net cash flows from (used for) operating activities (42) (53) 1,352
------------ ------------ ------------
Financing Activities:
Issuance of common shares 0 100 0
Issuance of long-term debt 0 0 100
Net (decrease) increase in short-term debt 196 196 (300)
------------ ------------ ------------
Net cash flows (used for) from financing activities 196 296 (200)
------------ ------------ ------------
Investment Activities:
Investment in plant:
Electric utility plant 0 0 (158)
------------ ------------ ------------
Net cash flows used for investments in plant 0 0 (158)
Notes receivable from affiliated company 0 (204) 0
Investment in subsidiaries 0 (39) 0
------------ ------------ ------------
Net cash flows used for investments 0 (243) (158)
------------ ------------ ------------
Net increase in cash for the period 154 0 994
Cash - beginning of period 7 0 328
------------ ------------ ------------
Cash - end of period $ 161 $ 0 $ 1,322
============ ============ ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 113
============ ============ ============
Income taxes $ 0 $ 0 $ 197
============ ============ ============
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 32 through 43 in NU's 1995 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 7 through 27 in CL&P's 1995 Annual Report, which
information is incorporated herein by reference.
PSNH Reference is made to "Notes to Financial Statements" contained on
pages 7 through 24 in PSNH's 1995 Annual Report, which information
is incorporated herein by reference.
WMECO Reference is made to "Notes to Financial Statements" contained on
pages 7 through 25 in WMECO's 1995 Annual Report, which information
is incorporated herein by reference.
NAEC Reference is made to "Notes to Financial Statements" contained on
pages 7 through 15 in NAEC's 1995 Annual Report, which information
is incorporated herein by reference.
EXHIBITS
The following exhibits are incorporated by reference to the indicated SEC file
number, unless a single asterisk appears next to the exhibit reference. A
single asterisk indicates exhibits which are filed herewith. A # further
indicates that the exhibit is 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 1995 Annual Report on Form 10-K for NU.
(File No. 1-5324)
A.1.2 1995 Annual Report on Form 10-K for CL&P.
(File No. 1-11419)
A.1.3 1995 Annual Report on Form 10-K for PSNH.
(File No. 1-6392)
A.1.4 1995 Annual Report on Form 10-K for WMECO.
(File No. 0-7624)
A.1.5 1995 Annual Report on Form 10-K for NAEC.
(File No. 33-43508)
A.2 Annual Reports and Reports to the FERC on Form 1
*# A.2.1 1995 Annual Report to Shareholders of Connecticut
Yankee Atomic Power Company.
*# A.2.2 1995 FERC Form 1 of Connecticut Yankee Atomic Power
Company.
A.2.3 1995 Annual Report to Shareholders of Maine Yankee
Atomic Power Company. (Exhibit A.2.a., 1995 New England
Electric System (NEES) U5S, File No. 30-33)
A.2.4 1995 FERC Form 1 of Maine Yankee Atomic Power Company.
(Exhibit A.2.b. 1995 NEES U5S, File No. 30-33)
A.2.5 1995 Annual Report to Shareholders of Vermont Yankee
Nuclear Power Corporation. (Exhibit A.7.a., 1995 NEES U5S,
File No. 30-33)
A.2.6 1995 FERC Form 1 of Vermont Yankee Nuclear Power
Corporation. (Exhibit A.7.b., 1995 NEES U5S, File No. 30-
33)
A.2.7 1995 Annual Report to Shareholders of Yankee Atomic
Electric Company. (Exhibit A.8.a., 1995 NEES U5S, File No.
30-33)
A.2.8 1995 FERC Form 1 of Yankee Atomic Electric Company.
(Exhibit A.8.b., 1995 NEES U5S, File No. 30-33)
*# A.2.9 1995 Annual Report to Shareholders of New England
Hydro-Transmission Electric Company, Inc.
*# A.2.10 1995 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. (Exhibit B.19.1, 1994 NU
Form U5S, File No. 30-246)
B.19.2 By-laws of HEC International Corporation dated October
12, 1994. (Exhibit B.19.2, 1994 NU Form U5S, File No. 30-
246)
B.20 HEC Energy Consulting Canada Inc.
B.20.1 Articles of Incorporation of HEC Energy Consulting
Canada Inc. dated October 24, 1994. (Exhibit B.20.1, 1994
NU Form U5S, File No. 30-246)
B.20.2 By-laws of HEC Energy Consulting Canada Inc. dated
October 24, 1994. (Exhibit B.20.2, 1994 NU Form U5S, File
No. 30-246)
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., amended and restated as of
February 7, 1996.
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. (Exhibit B.30.1, 1994 NU Form U5S,
File No. 30-246)
B.30.2 By-laws of COE Argentina I Corp. dated January 25,
1994. (Exhibit B.30.2, 1994 NU Form U5S, File No. 30-246)
B.31 COE Argentina II Corp.
B.31.1 Certificate of Incorporation of COE Argentina II Corp.
dated March 14, 1994. (Exhibit B.31.1, 1994 NU Form U5S,
File No. 30-246)
B.31.2 By-laws of COE Argentina II Corp. dated March 14, 1994.
(Exhibit B.31.2, 1994 NU Form U5S, File No. 30-246)
B.32 COE Ave Fenix Corporation
* B.32.1 Certificate of Incorporation of COE Ave Fenix
Corporation dated May 19, 1995.
* B.32.2 By-laws of COE Ave Fenix Corporation dated May 19,
1995.
B.33 COE Tejona Corporation
* B.33.1 Certificate of Incorporation of COE Tejona Corporation
dated April 10, 1995.
* B.33.2 By-laws of COE Tejona Corporation dated April 10, 1995.
B.34 New England Hydro-Transmission Corporation
B.34.1 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.34.2 By-laws of New England Hydro-Transmission Corporation.
(Exhibit B.10b, 1988 NEES U5S, File No. 30-33)
B.35 New England Hydro-Transmission Electric Company
B.35.1 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.35.2 By-Laws of New England Hydro-Transmission Electric
Company (Exhibit B.11b, 1988 NEES U5S File No. 30-33)
B.36 General Partnership Agreement of Encoe Partners. (File No. 70-8084)
B.37 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.38 Certificate of Formation of Southwest HEC Energy Services L.L.C.,
dated November 21, 1995.
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 15 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) and 2
Commercial Banks 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 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
C.2.10 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
C.2.11 December 1, 1993. (Exhibit 4.2.14, 1993 NU Form 10-K, File
No. 1-5324)
C.2.12 February 1, 1994. (Exhibit 4.2.15, 1993 NU Form 10-K, File
No. 1-5324)
C.2.13 February 1, 1994. (Exhibit 4.2.16, 1993 NU Form 10-K, File
No. 1-5324)
C.2.14 June 1, 1994. (Exhibit 4.2.15, 1994 NU Form 10-K, File No.
1-5324)
C.2.15 October 1, 1994. (Exhibit 4.2.16, 1994 NU Form 10-K, File
No. 1-5324)
C.2.16 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds, 1986 Series)
dated as of December 1, 1986. (Exhibit C.1.47, 1986
NU Form U5S, File No. 30-246)
C.2.16.1 Letter of Credit and Reimbursement Agreement (Pollution
Control Bonds, 1986 Series) dated as of August 1, 1994.
(Exhibit 1 (Execution Copy), File No. 70-7320)
C.2.17 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds, 1988 Series) dated as of
October 1, 1988.(Exhibit C.1.55, 1988 NU Form U5S, File
No. 30-246)
C.2.17.1 Letter of Credit (Pollution Control Bonds, 1988 Series)
dated October 27, 1988. (Exhibit 4.2.17.1, 1995 NU
Form 10-K, File No. 1-5324)
C.2.17.2 Reimbursement and Security Agreement (Pollution Control
Bonds, 1988 Series) dated as of October 1, 1988.
(Exhibit 4.2.18.2, 1995 NU Form 10-K File No. 1- 5324)
C.2.18 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.2.19 Loan and Trust Agreement among Business Finance Authority
of the State of New Hampshire and CL&P (Pollution Control
Bonds, 1992 Series A) dated as of December 1, 1992.
(Exhibit C.2.33, 1992 NU Form U5S, File No. 30-246)
C.2.19.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds, 1992 Series A) dated as of
December 1, 1992. (Exhibit 4.2.19.1, 1995 NU Form
10-K, File No. 1-5324)
C.2.20 Loan Agreement between Connecticut Development
Authority and CL&P (Pollution Control Bonds - Series A, Tax
Exempt Refunding) dated as of September 1, 1993. (Exhibit
4.2.21, 1993 NU Form 10-K, File No. 1-5324)
C.2.20.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series A, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit
4.2.23, 1993 NU Form 10-K, File No. 1-5324)
C.2.21 Loan Agreement between Connecticut Development Authority
and CL&P (Pollution Control Bonds - Series B, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit 4.2.22,
1993 NU Form 10-K, File No. 1-5324)
C.2.21.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series B, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit
4.2.24, 1993 NU Form 10-K, File No. 1-5324)
C.2.22 Indenture between CL&P and Bankers Trust Company,
Trustee (Series A Subordinated Debentures), dated as of
January 1, 1995 (MIPS). (Exhibit B.1 (Execution Copy),
File No. 70-8451)
C.2.23 Payment and Guaranty Agreement of CL&P dated as of
January 23, 1995 (MIPS). (Exhibit B.3 (Execution Copy),
File No. 70-8451)
C.2.24 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.2.25 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 ten amendments to May 16, 1991)(Exhibit 4.4.1, 1992
NU Form 10-K, File No. 1-5324)
C.3.2 Revolving Credit Agreement dated as of May 1, 1991.
(Exhibit 4.12, PSNH Current Report on Form 8-K dated
February 10, 1992, File No. 1-6392)
C.3.3 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.3.4 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.3.5 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.3.6 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.3.6.1 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.3.6.2 Second 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 May 1, 1995 (Exhibit B.4, Execution Copy,
File No. 70-8036)
C.3.7 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.3.7.1 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.3.7.2 Second 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, 1995. (Exhibit B.5, Execution Copy,
File No. 70-8036)
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 September 1, 1990. (Exhibit 4.3.15, 1990 NU Form 10-K,
File No. 1-5324)
C.4.4 December 1, 1992. (Exhibit 4.15, File No. 33-55772)
C.4.5 January 1, 1993. (Exhibit 4.5.13, 1992 NU Form 10-K,
File No. 1-5324)
C.4.6 March 1, 1994. (Exhibit 4.4.11, 1993 NU Form 10-K,
File No. 1-5324)
C.4.7 March 1, 1994. (Exhibit 4.4.12, 1993 NU Form 10-K,
File No. 1-5324)
C.4.8 Loan Agreement between Connecticut Development
Authority and WMECO (Pollution Control Bonds - Series A,
Tax Exempt Refunding) dated as of September 1, 1993.
(Exhibit 4.4.13, 1993 NU Form 10-K, File No. 1-5324)
C.4.8.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series A, Tax Exempt
Refunding)dated as of September 1, 1993.
(Exhibit 4.4.14, 1993 NU Form 10-K, File No 1-5324)
C.4.9 See Exhibits C.2.27 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 NAEC
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 Term Credit Agreement dated as of November 9, 1995.
(Exhibit 4.5.2, 1995 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 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 dated as of June 1, 1973 by and between
The Rocky River Realty Company (RRR) and the purchasers
named therein (the 7-7/8% Note Agreement), including the
Several Guarantee of CL&P, HELCO, and WMECO of RRR's
7-7/8% Note Agreement. (File No. 70-4637)
C.8.2 Note Agreement dated April 14, 1992, by and between RRR
and the purchasers named therein, relating to $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 relating to Exhibit C.8.2.
(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 Trustee,
securing notes sold pursuant to Exhibit C.8.2.
(Exhibit 10.52.2, 1992 NU Form 10-K,
File No. 1-5324)
* C.9 Southwest HEC Energy Services, L.L.C.
C. 9. 1 Promissory Note of Southwest HEC Energy Services,
L.L.C. to Arizona Public Service Company,
dated December 7, 1995.
D. Agreement Allocating Consolidated Income Tax Liability by Northeast
Utilities and Subsidiaries. (Exhibit D, 1994 NU Form U5S,
File No. 30-246)
* 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,
Central Termica San Miguel de Tucuman S. A., Ave Fenix Energia
S. A., and Plantas Eolicas S.A., foreign utility companies, to other
NU System companies.
* I. Unaudited 1995 financial reports of Encoe Partners, a foreign
utility company. (This information is not available at this filing
date and will be subsequently provided under Form U5S/A.)
Exhibit B.23.2
PROPERTIES, INC.
(Formerly Southern New Hampshire Hydro-Electric Corporation)
BY-LAWS
Amended and Restated as of
February 7, 1996
PROPERTIES, INC.
(Formerly Southern New Hampshire Hydro-Electric Corporation)
BY-LAWS
With Amendments to and Including February 7, 1996
ARTICLE I
Offices or Places of Business
The principal place of business of the corporation within the State of
New Hampshire shall be in the City of Manchester, County of Hillsborough.
Other offices may be established by the Directors from time to time at such
place or places either within or without the State of New Hampshire as the
Directors may see fit.
ARTICLE II
Seal
The seal of the Corporation shall be in circular form with the words
"Properties, Inc." and "New Hampshire" around the periphery and the words and
figures, "Incorporated" and "1924", within.
ARTICLE III
Meetings of Stockholders
SECTION 1. All meetings of the stockholders shall be held at the
principal office of the corporation or at such other place within or without
the State of New Hampshire as shall be designated in the call therefor. An
annual meeting shall be held each year on the first Wednesday of February, or
on such other date as the Board shall determine, at the time designated in
the call, for the election of directors and the transaction of such other
business as may come before it.
SECTION 2. Special meetings of the stockholders may be called by vote
of the Board, or on written request of stockholders holding not less than
one-tenth in number of the total outstanding shares of capital stock of the
corporation entitled to vote at the meeting, or as provided in the Articles
of Agreement, or in such other manner as may be provided by statute. In case
an annual meeting shall be omitted through inadvertence or otherwise, the
business of such meeting may be transacted at a special meeting duly called
for the purpose and in such case all references to the annual meetings in
these By-Laws shall be deemed to refer to such special meeting held in place
of the annual meeting.
SECTION 3. Notice of the time and place of each annual meeting shall be
sent by mail to the recorded address of each stockholder entitled to vote
thereat, or delivered in person to each such stockholder, not less than ten
days nor more than sixty days (including the day of mailing or delivery)
before the date of the meeting. Like notice shall be given of all special
meetings, except in cases where other special method of notice may be
required by statute, in all which cases the statutory method shall be
followed. The notice of stockholders' meeting shall state the objects of the
meeting. Less than ten days' notice of any stockholders' meeting shall be
sufficient if all the stockholders entitled to vote at such meeting consent
in writing to the notice actually given; and any meeting held without the
notice herein provided for, and all action taken at such meeting, shall be
legal and valid if all the stockholders entitled to notice thereof (a) are
present in person or represented by proxy thereat and no objection is made by
anyone so present, (b) waive notice thereof in writing, or (c) sign a written
consent to the records thereof.
SECTION 4. At any meeting of stockholders, except where a different
quorum is required by law, by the Articles of Agreement or by these By-Laws,
a representation in person or by proxy of a majority of the number of shares
of stock outstanding and entitled to vote upon a question to be considered or
at any election of officers or directors or a class of directors to be held
at the meeting, shall be necessary to constitute a quorum for the
consideration of such question or for such election, and in case a class of
stock is entitled to vote upon a question or at an election as a separate
class a representation of a majority of the number of outstanding shares of
that class shall be necessary to constitute a quorum for action by that
class, except that a majority vote of whatever stock shall be represented
shall be sufficient for (a) adjourning from time to time until a quorum shall
be obtained or (b) adjourning sine die.
SECTION 5. When a quorum for the consideration of a question is present
at any meeting, a majority in interest of the stock represented at the
meeting and entitled to vote upon the question shall decide the question, or
in case two or more classes of stock are entitled to vote as separate classes
upon such question a majority interest of the stock represented at the
meeting of each such class shall determine the action of that class except in
either case where a larger vote is specifically required by law, by the
Articles of Agreement or by these By-Laws. When a quorum for an election is
present at any meeting a plurality of the votes cast for any office shall
elect to such office except where a larger vote is specifically required by
law, by the Articles of Agreement or by these By-Laws.
SECTION 6. Except as specifically provided in the Articles of Agreement
and these By-Laws, stockholders shall have one vote for each share of stock
owned and entitled to vote. Stockholders may vote either in person or by
proxy in writing dated not more than eleven months before the meeting named
therein which shall be filed with the Secretary at the meeting or any
adjournment thereof before being voted. Such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except as
otherwise provided therein and as permitted by law.
SECTION 7. At all meetings of stockholders, either regular or special,
a majority of the stock issued and outstanding and entitled to vote shall
constitute a quorum but less than a majority may adjourn a meeting from time
to time until a quorum be present.
ARTICLE IV
Directors
SECTION 1. The affairs of the corporation shall be managed by a Board
of not less than three nor more than twelve directors who shall be elected at
the annual meeting of the stockholders in each year. The number of directors
may be fixed by the stockholders or by the Board of Directors.
SECTION 2. Regular meetings of the Board shall be held at such place
and time as may be designated from time to time by the Board; and such
meetings, and a regular meeting immediately following and at the same place
as each annual meeting of the stockholders, may be held without notice.
Special meetings of the Board may be called by the Chairman, if any, the Vice
Chairman, if any, the President, or by any two directors. 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 facsimile 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 facsimile or by attendance at such meeting.
SECTION 3. One-third of the Board then in office shall constitute a
quorum for the transaction of business at any meeting of the Board, but no
quorum shall consist of fewer than two directors. A lesser number may
adjourn any meeting from time to time, until a quorum is obtained, or may
adjourn sine die.
SECTION 4. In all meetings of the Board a majority vote of the members
in attendance shall be decisive of all questions before the meeting, except
as may be otherwise provided by law or by the Articles of Agreement. The
Board shall keep minutes of the proceedings at its meetings.
SECTION 5. 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, 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 6. 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.
SECTION 7. Any Director may be removed for any reason inimical to the
best interests of the corporation by a majority vote of the Board. Vacancies
in the Board however occurring shall be filled by the remaining members of
the Board subject to removal at any meeting of the stockholders called for
that purpose.
SECTION 8. The Board of Directors shall have the power to determine who
shall be authorized on the corporation's behalf to sign bills, notes,
receipts, acceptances, endorsements, checks, releases, contracts and other
papers and documents.
ARTICLE V
Officers
SECTION 1. In each year there shall be elected by the Board
(i) a President, (ii) one or more Vice Presidents, (iii) a Secretary, (iv)
one or more Assistant Secretaries, (v) a Treasurer, (vi) one or more
Assistant Treasurers, and (vii) a Controller; and the Board may provide for
and elect a Chairman, a Vice Chairman and such other officers and assistants
and prescribe such duties for them as in its judgment may, from time to time,
be required to conduct the business of the corporation. The offices of
President, Treasurer and/or Secretary may be held by the same person, and one
person may be both an assistant Treasurer and assistant Secretary. All
officers shall hold their respective offices for a term prescribed by the
Board, and until their successors, willing to serve, shall have been elected
unless sooner removed; but they, and any of them may be removed from their
respective offices at the pleasure of the Board. Vacancies arising in any
office from any cause shall be filled by the Board; and the persons chosen to
fill vacancies shall serve for the balance of the unexpired term and until
their successors shall have been elected.
SECTION 2. The Board of Directors may provide for and elect a Chairman
from its members and, if a Chairman is elected, the Board may designate
whether the Chairman is to be an officer of the Company. The Chairman, if
and when elected, may elect, when present, to preside at meetings of the
Board of Directors. He may attend any meeting of any committee of the Board,
whether or not he is a member of such committee. The Chairman, if an officer
of the Company and when also elected or designated chief executive officer,
shall have general supervision of the Company's affairs, and shall have such
other powers and duties as may be prescribed by the Board of Directors.
Until a Chairman be elected or in case of the absence, death, resignation or
removal from office of the Chairman, the powers and duties as such Chairman
shall, for the time being, be exercised by the President, unless otherwise
ordered by the Board of Directors.
SECTION 3. A Vice Chairman, if and when elected, shall have such powers
and duties as may from time to time be prescribed by the Board of Directors.
If the Chairman is unable at any time to attend to the duties of the office
of Chairman, or in case of the Chairman's death, resignation or removal from
office, the powers and duties of the Chairman shall, except as the Board of
Directors may otherwise provide, devolve upon the Vice Chairman or, if more
than one Vice Chairman is elected, the most senior Vice Chairman, and shall
be exercised by such Vice Chairman during such inability of the Chairman or
until the vacancy in the office of Chairman shall be filled.
SECTION 4. Unless otherwise provided by the Board, the President shall
have the general management and direction, subject to the control of the
Board of Directors and of the Chief Executive Officer or Chief Operating
Officer, if such officers shall have been elected, of the business of the
Company, including the power to appoint and to remove and discharge any and
all agents and employees of the Company not elected or appointed directly by
the Board of Directors. He may, with the approval of the Board of Directors,
appoint, to aid him in his duties, an assistant or assistants to be known by
such title or titles as he may designate, and may assign to such assistant or
assistants such duties as he shall think advisable, not inconsistent with the
By-Laws of the Company.
SECTION 5. The Vice President, or Vice Presidents, if there shall be
more than one, shall have such powers and duties as may from time to time be
prescribed by the Board. In case the President from absence or any other
cause shall be unable at any time to attend to the duties of the office of
President requiring attention, or in case of his death, resignation, or
removal from office, the powers and duties of the President shall, except as
the Board may otherwise provide, temporarily devolve upon the Vice President,
if he shall be able to serve, if there shall be but one Vice President, or
upon the highest ranking Vice President able to serve, if there shall be more
than one, and shall be exercised by such Vice President as acting President
during such inability of the President, or until the vacancy in the office of
President shall be filled. In case of the absence, disability, death,
resignation or removal from office of both the President and the Vice
Presidents, the Board shall elect one of its members to exercise the powers
and duties of the President during such absence or disability, or until the
vacancy in one of said offices shall be filled.
SECTION 6. The Secretary shall be sworn each year to the faithful
discharge of his duties, shall attend the meetings of and record all votes
and proceedings of the stockholders and of the Board, shall make a record of
all instruments and papers required to be recorded in his office and shall
have the custody and care of the corporate seal, records and minutes of the
corporation. He shall keep or cause to be kept a suitable record of the
addresses of stockholders and shall issue all notices for meetings of
stockholders. Whenever requested by the Chairman, if any, the Board or
stockholders to give notice for a meeting of stockholders, he shall give such
notice, as requested. Whenever requested by the Chairman, if any, the Vice
Chairman, if any, the President, or by any two directors to give notice for a
meeting of the Board, he shall give such notice, as requested. He shall sign
all mortgages, and all other documents and papers to which his signature may
be necessary or appropriate, shall affix the seal of the corporation to all
instruments requiring the seal, and shall have such other powers and duties
as are commonly incidental to the office of the Secretary, or as may be
prescribed for him. In the absence of the Secretary or an Assistant
Secretary from any meeting of the stockholders or of the board, a Secretary
pro tempore, who shall be similarly sworn, may be chosen to record the votes
and proceedings thereat.
SECTION 7. The Treasurer shall have charge of, and be responsible for,
the collection, receipt, custody and disbursement of the funds of the
corporation, and shall deposit its funds in the name of the corporation, in,
and shall transfer such funds so deposited between, such banks, trust
companies, or safe deposit vaults as the Board may direct. He shall have the
custody of such books, receipted vouchers, and other books and papers as in
the practical business operations of the corporation shall naturally belong
in the office or custody of the Treasurer, or as shall be placed in his
custody by the Board, by the President, or by a Vice President when acting as
President. He shall also have charge of the safekeeping of all stock, bonds,
mortgages, and other securities belonging to the corporation. He shall have
such powers and duties as are commonly incidental to the office of Treasurer,
or as may be prescribed for him. He may be required to give bond to the
corporation for the faithful discharge of his duties in such form and to such
amount and with such sureties as shall be determined by the Board.
SECTION 8. The duties of the Controller shall be to maintain adequate
records of all assets, liabilities, and transactions of the corporation; to
see that adequate audits thereof are currently and regularly made; and, in
conjunction with other officers and department heads, to initiate and enforce
measures and procedures whereby the business of the corporation shall be
conducted with the maximum safety, efficiency and economy. Upon request of
any member of the Board, he shall attend any meeting of the Board.
SECTION 9. Assistant Secretaries, Treasurers or Controllers, when
elected, shall assist the Secretary, the Treasurer or the Controller, as the
case may be, in the performance of the respective duties assigned to such
principal officers; and the powers and duties of any such principal officer,
shall, except as otherwise ordered by the Board, temporarily devolve upon his
assistant in case of the absence, disability, death, resignation or removal
from office of such principal officer. They shall perform such other duties
as may be assigned to them from time to time.
ARTICLE VI
Certificate of Stock
SECTION 1. Every stockholder shall be entitled to a certificate,
specifying the number and kind of shares owned by him, and every such
certificate shall be under the corporate seal of the corporation and signed
by the President or any Vice President and by the Secretary or any Assistant
Secretary.
SECTION 2. All transfers of the stock of the company shall be made in
such manner as the Board of Directors may from time to time designate,
provided, however, no transfer shall be had until the surrender of the
certificate properly endorsed, and provided further, any transfer shall be
pursuant to and in accordance with the laws of the State of New Hampshire.
SECTION 3. All certificates of stock shall contain an express reference
to the Articles of Agreement, and shall on the face thereof set forth the
specific condition and limitation, if any, attaching thereto.
ARTICLE VII
Reserve and Dividends
SECTION 1. The Directors may from time to time set aside out of the
earnings of the corporation before any dividends are paid on the capital
stock, such sum as they deem advisable for working capital or for a reserve
fund to meet liabilities or contingencies.
SECTION 2. Dividends shall be declared and paid out of the net earnings
of the corporation at such times as the Board of Directors may determine,
provided, however, no dividends shall be declared or paid on the common stock
until all and every one of the accumulated dividends on preferred stock have
been duly paid.
ARTICLE VIII
Sundays and Holidays
Should the day fixed herein or in any notice for any meeting fall on
Sunday or legal holiday, the meeting shall be held on the next succeeding
business day at the same hour and place.
ARTICLE IX
Compensation of Directors
Any director who is not an officer shall be entitled to receive for
attendance at any meeting of the Board, such compensation or allowance for
travel as from time to time may be determined by the Board.
ARTICLE X
Fiscal Year
The fiscal year of the corporation shall begin on the first of each and
every January and shall end on the 31st day of each succeeding December.
ARTICLE XI
Amendments
SECTION 1. These by-laws may be amended, altered or repealed and new
by-laws adopted at any annual meeting of stockholders entitled to vote, or at
any special meeting of stockholders entitled to vote, called for the
purpose, provided, however, the notice of meeting shall contain a statement
of the proposed amendment or action to be taken.
SECTION 2. These by-laws or any new or amended by-laws may also be
amended, altered or repealed at any meeting of the Board of Directors called
for that purpose, provided the notice of meeting contain a statement of the
proposed amendment or action, and such new or amended by-laws shall remain in
full force until or unless such amendments or changes are rejected or
disapproved by the stockholders entitled to vote at the next succeeding
annual meeting, or at a special meeting of stockholders entitled to vote,
called for the purpose of taking action in the premises, subject to the
limitations of the laws of New Hampshire.
Exhibit B.32.1
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 Ave Fenix Corporation
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 19th day of May, 1995
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. Mark J. Malaspina
SIGNED (Incorporator)
1. /s/Mark J. Malaspina
Exhibit B.32.2
COE AVE FENIX CORPORATION
BY-LAWS
Adopted
May 19, 1995
COE AVE FENIX CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of 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.33.1
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 Tejona
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 10th day of April, 1995
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.33.2
COE TEJONA CORPORATION
BY-LAWS
Adopted
April 10, 1995
COE TEJONA CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of 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.38
CERTIFICATE OF FORMATION
OF
SOUTHWEST HEC ENERGY SERVICES L.L.C.
The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of
the Delaware Code and the acts amendatory thereof and supplemental thereto,
and known, identified, and referred to as the "Delaware Limited Liability
Company Act"), hereby certifies that:
FIRST: The name of the limited liability company (hereinafter called
the "limited liability company") is Southwest HEC Energy Services L.L.C.
SECOND: The address of the registered office and the name and the
address of the registered agent of the limited liability company required to
be maintained by Section 18-104 of the Delaware Limited Liability Company Act
are The Prentice-Hall Corporation System, Inc., 1013 Centre Road, Wilmington,
Delaware 19805.
Executed on November 21, 1995.
/s/Linda A. Jensen
Exhibit C.9.1
PROMISSORY NOTE OF
SOUTHWEST HEC ENERGY SERVICES L.L.C.
[8.04%] Secured Note
due December 31, 2000
Date: December 7, 1995 [$100,000.00]
SECTION 1
1.1 SOUTHWEST HEC ENERGY SERVICES L.L.C., a Delaware limited liability
Company, ("Company"), for value received, hereby promises to pay to ARIZONA
PUBLIC SERVICE COMPANY, an Arizona corporation, or its assignees (the
"Holder"), the principal sum of One Hundred Thousand Dollars, plus all
accrued interest, on December 31, 2000, or such other later date as may be
stipulated to by the Holder (the "Maturity Date"), at the office of the
Holder referred to below. Interest during the first year following the date
of this Note shall be [8.04%] per annum and shall accrue on the unpaid
principal balance from time to time outstanding hereunder at a rate equal to
the Variable Rate. For purposes of this Note, the Variable Rate shall be
adjusted annually, as described in Section 1.2 below.
1.2 Computation of Interest
Interest on this Note shall be computed on the basis of a 360-day year
of twelve 30-day months. On the one year anniversary date of this Note, and
annually thereafter ("Interest Adjustment Date"), the interest rate on the
indebtedness evidenced by this Note shall be adjusted to equal the annual
weighted average cost of long-term debt of Arizona Public Service Company,
determined as of December 31 of each year and as reported in FERC Form 1.
1.3 Payment of Interest
Beginning on December 31, 1996, and on the same date of each subsequent
year of this Note ("Interest Payment Date"), the Company shall make an
installment payment of all accrued but unpaid interest on this Note. Except
as provided herein, the Company shall not be required to make any payments of
principal under this Note until the Maturity Date.
1.4 Payment of Note
All unpaid principal and accrued interest under this note shall become
due and payable on the first of the following to occur:
1.4.1 Maturity Date
1.4.2 The occurrence of an Event of Default, as defined below,
which default is not cured within the time specified below.
1.4.3 The admission of any new members to the Company.
1.4.4 The sale or transfer of assets or ownership interests, as
described in Section 1.5 below.
1.4.5 Failure of the Arizona Corporation Commission to grant a
waiver from the provisions of A.A.C. R14-2-801 et seq. or to
approve the Company as an affiliate of the Holder under the
Affiliated Interest Rules, ACCR R-14-4 802 et seq.
Nothing herein shall be construed to limit any rights of the Holder to
exercise any option to acquire equity interests in the Company.
1.5 Due on Sale. Pursuant to Section 1.4.4, this Note shall become due upon
the occurrence of any of the following events:
1.5.1 The sale or transfer of all or substantially all of the
assets or contract rights of the Company to any party other than
the Holder.
1.5.2 The sale or transfer of any interest held by HEC Inc. in
the Company as of the date of this Note to any party other than the
Holder or any wholly owned subsidiary of HEC Inc.
1.5.3 The admission of any new member or equity holder in the
Company.
In addition to payment of all unpaid and accrued interest and principal, in
the event that any such sale or transfer occurs prior to the Maturity Date of
this Note and Holder does not elect to convert any portion of the unpaid
balance of this Note to an equity interest in the Company, then the Company
shall also pay Holder an amount equal to 20% of all unpaid principal and
accrued interest upon such sale or transfer.
1.6 Payment of Principal Before Due Date
So long as Company does not make any distribution to any Member which
would reduce such Member's capital account below an amount equal to such
Member's the total amount of such Member's cumulative capital contributions
to the Company ("Capital Distribution"), the Company shall not be required to
pay any portion of the outstanding principal amount of the Note prior to the
due date. However, prior to making any Capital Distribution the Company
shall make a payment to Holder in an amount equal to any accrued but unpaid
interest plus a principal payment in the amount of such Capital Distribution.
1.7 Security Interest
This Note shall be secured by a first, superior lien on the Company's
receivables. Upon request from APS, the Company shall execute a security
agreement and any other instruments necessary to perfect such security
interest on the Company's receivables.
SECTION 2
2.1 "Event of Default," The occurrence of any of the following, whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree, or order of any court or any order, rule or
regulation of any administrative or governmental body shall be an Event of
Default:
(a) default in the payment of any principal or interest on this
Note when it becomes due and payable;
(b) default in the performance, or breach, of any other covenant
or agreement of the Company herein or in the Joint Participation
Agreement between the Company, the Holder and HEC Inc., dated November
15, 1995, as amended from time to time, and continuance of such default
or breach for a period of 5 days after there has been given, by
registered or certified mail, to the Company by the Holder, a written
notice specifying such default or breach;
(c) the entry by a court having jurisdiction in the premises of
(i) a decree or order of relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (ii) a
decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization,
arrangement, adjustment, or composition of or in respect of the Company
under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequester, or other similar
official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order of relief or any such other
decree or order unstayed and in effect for a period of 90 consecutive
days;
(d) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization, or other similar law or of any other case or proceeding
to be adjudicated as bankrupt or insolvent or the consent by the Company
to the entry of a decree or order for relief in respect of the Company
in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization, or other similar law, or
to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by the Company of a relief under any
applicable Federal or State law, or the consent by the Company to the
filing of such petition, or the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequester, or
similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the admission by the Company in writing of this inability
to pay its debts generally as they become due.
2.2 Default Rate of Interest and Acceleration of Maturity
If an Event of Default occurs, then and in every such case (i) the
Company shall pay to the Holder a default rate of interest equal to the
Interest Rate plus four percent (4%) (or the highest rate allowable by law if
less than the Interest Rate plus four percent (4%)) on all amounts due and
payable by the company and (ii) upon receipt by the Company of written notice
from the Holder the total unpaid principal and interest shall become due and
payable. However, if an Event of Default specified in Section 2.1(c) or (d)
occurs, then this Note shall become and be immediately due and payable
without any declaration or other act on the part of the Holder.
2.3 Rights and Remedies Cumulative
No right or remedy herein conferred upon or reserved to the Holder is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extend permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing
at law or in remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right to remedy.
2.4 Delay or Omission Not Waiver
No delay or omission of the Holder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Section or by law to the Holder may be
exercised from time to time, and as often as may be deemed expedient by the
Holder.
2.5 Waiver of Past Defaults
The Holder may waive any past default hereunder and its consequences,
but no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon.
SECTION 3
3.1 Payment of Principal and Interest
The Company covenants and agrees that it will duly and punctually pay
the principal of and interest on this Note in accordance with the terms
hereof.
3.2 Maintenance of Office or Agency
The Company will maintain an office or agency where this Note may be
presented or surrendered for payment and where notices and demands to or upon
the Company in respect of this Note may be served. The Company will give
prompt written notice to the Holder of any change in the location of any such
office or agency.
3.3 Company Existence
The Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and rights (charter
and statutory) of the Company.
SECTION 4
4.1 Notices to the Company
Any request, demand, authorization, direction, notice, consent, waiver,
or other document provided or permitted by this Security to be made upon,
given or furnished to, or filed with the Security to be made upon, given or
furnished to, or filed with the Company by the Holder shall be sufficient for
every purpose hereunder if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at SOUTHWEST HEC ENERGY SERVICES LLC,
24 Prime Parkway, Natick, MA 01760, or at such other address as the Company
may specify by written notice to Holder.
4.2 Successors and Assigns
All covenants and agreements in this Note by the Company and the Holder
shall bind their respective successors and assigns, whether so expressed or
not.
4.3 Separability
In case any provision of this Security shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
4.4 Governing Law
This Security shall be governed by and construed in accordance with the
laws of the State of Arizona.
4.5 Legal Holiday
In any case where the Maturity Date or any Interest Payment Date falls
on a Saturday or Sunday, or is a legal holiday, payment of interest or
principal need not be made on such date, but may be made on the next
succeeding business day with the same force and effect as if made on the
Interest Payment Date or Maturity Date, and no interest shall accrue with
respect to such payment for the period from and after such Interest Payment
Date or Maturity Date, as the case may be, to such next succeeding business
day.
IN WITNESS WHEREOF, the Company has caused this Secured Note to be duly
executed as of the day and year first above written.
SOUTHWEST HEC ENERGY SERVICES L.L.C.,
a Delaware Limited Liability Company
By:/s/James B. Redden
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<TOTAL-ASSETS> 82,644
<COMMON> 2,400
<CAPITAL-SURPLUS-PAID-IN> 6,000
<RETAINED-EARNINGS> 12,264
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20,664
0
0
<LONG-TERM-DEBT-NET> 38,300
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 23,680
<TOT-CAPITALIZATION-AND-LIAB> 82,644
<GROSS-OPERATING-REVENUE> 33,969
<INCOME-TAX-EXPENSE> (1,786)
<OTHER-OPERATING-EXPENSES> 35,142
<TOTAL-OPERATING-EXPENSES> 33,384
<OPERATING-INCOME-LOSS> 585
<OTHER-INCOME-NET> 357
<INCOME-BEFORE-INTEREST-EXPEN> 970
<TOTAL-INTEREST-EXPENSE> 1,627
<NET-INCOME> (657)
0
<EARNINGS-AVAILABLE-FOR-COMM> (657)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 1,729
<CASH-FLOW-OPERATIONS> 1,846
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000072741
<NAME> NORTHEAST UTILITIES AND SUBSIDIARIES
<SUBSIDIARY>
<NAME> HOLYOKE POWER AND ELECTRIC COMPANY
<NUMBER> 11
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 522
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 2,456
<TOTAL-DEFERRED-CHARGES> 52
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,030
<COMMON> 485
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (687)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (202)
0
0
<LONG-TERM-DEBT-NET> 424
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,808
<TOT-CAPITALIZATION-AND-LIAB> 3,030
<GROSS-OPERATING-REVENUE> 27,483
<INCOME-TAX-EXPENSE> 14
<OTHER-OPERATING-EXPENSES> 27,515
<TOTAL-OPERATING-EXPENSES> 27,509
<OPERATING-INCOME-LOSS> (26)
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> (18)
<TOTAL-INTEREST-EXPENSE> 21
<NET-INCOME> (39)
0
<EARNINGS-AVAILABLE-FOR-COMM> (39)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (42)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
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 companies:
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.)
- Central Termica San Miguel de Tucuman, S.A. (33.3% owned by COE
Argentina II Corp.)
- COE Ave Fenix Corporation (100% owned by Charter Oak
Energy, Inc.) (1)
- COE Tejona Corporation (100% owned by Charter Oak Energy, Inc.) (2)
(1) On December 5, 1995, Charter Oak Energy, Inc. filed on behalf of Ave Fenix
Energia S.A. (Ave Fenix) a Form U-57, Notification of Foreign Utility Company
Status, with the SEC. As of 12/31/95, COE Ave Fenix Corporation advanced $16.8
million in capital contributions with the right to invest in Ave Fenix upon
financial closing.
(2) On January 26, 1996, Charter Oak Energy, Inc. filed on behalf of Plantas
Eolicas S.A. (Plantas Eolicas) a Form U-57, Notification of Foreign Utility
Company Status, with the SEC. As of 12/31/95, COE Development Corporation
advanced $2.0 million in capital contributions with the right for COE Tejona
Corporation to invest in Plantas Eolicas upon financial closing.
