UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the quarterly period ended September 30, 1998
Northeast Utilities
------------------------------------
(Name of registered holding company)
Selden Street, Berlin, CT. 06037
----------------------------------------
(Address of principal executive offices)
Name and telephone number of officer to whom inquiries
concerning this report should be directed:
John J. Roman, Vice President and Controller
Telephone number: 860-665-5000
GENERAL INSTRUCTIONS
A. Use of Form
1. A reporting company, as defined herein, shall file a
report on this form within 60 days after the end of each
of the first three quarters, and within 90 days after the
end of the fourth quarter, of the fiscal year of the
registered holding company. The period beginning on
the date of effectiveness of rule 58 and ending at the
end of the quarter following the quarter in which the
rule becomes effective shall constitute the initial period
for which any report shall be filed, if applicable.
2. The requirement to provide specific information by
means of this form supersedes any requirement by
order of the Commission to provide identical
information by means of periodic certificates under rule
24; but does not so supersede and replace any
requirement by order to provide information by means
of an annual report on Form U-13-60.
3. Information with respect to reporting companies that
is required by Form U-13-60 shall be provided
exclusively on that form.
4. Notwithstanding the specific requirements of this
form, this Commission may informally request such
further information as, in its opinion, may be necessary
or appropriate.
B. Statements of Monetary Amounts and Deficits
1. Amounts included in this form and in related
financial statements may be expressed in whole
dollars, thousands of dollars or hundred thousands of
dollars.
2. Deficits and other similar entries shall be indicated
by either brackets or parentheses. An explanation
should be provided by footnote.
C. Formal Requirements
This form, including exhibits, shall be filed with
Commission electronically pursuant to Regulation
S-T(17 CFR 232.10 et seq.). A conformed copy of
each such report shall be filed with each state
commission having jurisdiction over the retail rates of a
public utility company that is an associate company of
a reporting company. Each report shall provide the name
and telephone number of the person to whom inquiries
concerning the report should be directed.
D. Definitions
As used in this form, the word "reporting company"
means an energy-related company or gas-related
company, as defined in rule 58(b). All other words and
terms have the same meaning as in the Public Utility
Holding Company Act of 1935, as amended, and the rules
and regulations thereunder.
ITEM 1 - ORGANIZATION CHART
- ---------------------------------------------------------------------------
Instructions
- ------------
1. Complete Item 1 only for the first three calendar quarters of the
fiscal year of the registered holding company.
2. Under the caption "Name of Reporting Company," list each
energy-related and gas-related company and each system company that
directly or indirectly holds securities thereof. Add the designation
"(new)" for each reporting company of which securities were acquired
during the period, and the designation"(*)" for each inactive company.
3. Under the caption "Percentage of Voting Securities Held," state the
aggregate percentage of the outstanding voting securities of the
reporting company held directly or indirectly by the registered holding
company at the end of the quarter.
4. Provide a narrative description of each reporting company's
activities during the reporting period.
- ---------------------------------------------------------------------------
Name of Reporting Company - Select Energy, Inc.
100% owned by Northeast Utilities
Energy or gas-related company - Energy-related company
Date of organization - September 26, 1996
State of Organization - Connecticut
Percentage of Voting Securities Held - 100% by Northeast Utilities
Nature of Business - Invest in energy-related activities
Activities during the reporting period -
Marketing of energy in the New Hampshire retail competition pilot program.
Marketing activities related to request for proposals for energy service.
Marketing of energy and related products and services.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
- ------------------------------------------------------------------------
Instruction
- -----------
With respect to a transaction with an associate company, report
only the type and principal amount of securities involved.
- ------------------------------------------------------------------------
Company Issuing Security - None
Type of Security Issued - None
Principal Amount of Security - None
Issue or Renewal - None
Cost of Capital - None
Person to Whom Security was Issued - None
Collateral Given With Security - None
Consideration Received for Each Security - None
Company Contributing Capital - Northeast Utilities
Company Receiving Capital - Select Energy, Inc.
Amount of Capital Contribution - $13,550,000
ITEM 3 - ASSOCIATE TRANSACTIONS
- ------------------------------------------------------------------------------
Instructions
- ------------
1. This item is used to report the performance during the quarter
of contracts among reporting companies and their associate
companies, including other reporting companies, for service,
sales and construction. A copy of any such contract not filed
previously should be provided as an exhibit pursuant to Item 6.B.
2. Parts I and II concern transactions performed by reporting
companies on behalf of associate companies, and transactions
performed by associate companies on behalf of reporting
companies, respectively.
- ------------------------------------------------------------------------------
Part I - Transactions performed by reporting companies on behalf
of associate companies.
Reporting Associate
Company Company Types of
Rendering Receiving Services Total Amount
Services Services Rendered Billed
- ----------------------- ------------ -------------- -------------
(Thousands
of Dollars)
NONE
Part II - Transactions performed by associate companies on behalf
of reporting companies.
Total Amount
Billed*
Associate Reporting
Company Company Types of Three months
Rendering Receiving Services ended
Services Services Rendered September 30, 1998
- ----------------------- ------------ -------------- -------------
(Thousands
of Dollars)
Northeast Utilities Select Marketing services and
Service Company Energy, Inc. new product development 3,943
Customer billing
system development 634
Legal services 87
Miscellaneous 143
-------------
Total $4,807
=============
Public Service Company Select Customer billing
of New Hampshire Energy, Inc. system development $12
Marketing services 10
Power sales agreement 576
-------------
Total $598
=============
* 'Total Amount Billed' is direct costs only.
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies:
- ---------------------------------------
(Thousand of Dollars)
Total consolidated capitalization as of 9/30/98 $5,800,565 line 1
Total capitalization multiplied by 15%
(line 1 multiplied by .15) 870,085 line 2
Greater of $50 million or line 2 870,085 line 3
Total current aggregate investment:
(categorized by major line of
energy-related business):
Select Energy, Inc. 2,848
-----------
Total current aggregate investment 2,848 line 4
---------
Difference between the greater of $50 million or 15% of
capitalization and the total aggregate investment of the
registered holding company system $867,237 line 5
=========
Investments in gas-related companies:
- ------------------------------------
NONE
Total current aggregate investment:
(categorized by major line of
gas-related business):
-
-----------
Total current aggregate investment $0
=========
ITEM 5 - OTHER INVESTMENTS
- ------------------------------------------------------------------
Instruction
- -----------
This item concerns investments in energy-related and gas-related
companies that are excluded from the calculation of aggregate
investment under rule 58.
- ------------------------------------------------------------------
Major Line Other Other
of Energy- Investment Investment
Related in Last in This Reason for Difference
Business U-9C-3 Report U-9C-3 Report in Other Investment
- ------------- ------------- ------------- ------------------------
NONE
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
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Instructions
- ------------
A. Financial Statements
1. Financial statements are required for reporting companies in which
the registered holding company system has at least 50% equity or other
ownership interest. For all other rule 58 companies, the registered
holding company shall make available to the Commission such financial
statements as are available to it.
2. For each reporting company, provide a balance sheet as of the end of
the quarter and income statements for the three-month and year-to-date
periods ending as of the end of the quarter, together with any notes
thereto. Financial statements shall be for the first three quarters of
the fiscal year of the registered holding company.
3. If a reporting company and each of its subsidiaries engage
exclusively in a single category of energy-related or gas-related
activity, consolidated financial statements may be filed.
4. Separate financial statements need not be filed for inactive
companies or for companies engaged solely in the ownership of interests
in energy-related or gas-related companies.
B. Exhibits
1. Copies of contracts required to be provided by Item 3 shall be filed
as exhibits.
2. A certificate stating that a copy of the report for the previous
quarter has been filed with interested state commissions shall be filed
as an exhibit. The certificate shall provide the names and addresses of
the state commissions.
- -----------------------------------------------------------------------------
A. Financial Statements
Select Energy, Inc.:
Balance Sheet - As of September 30, 1998
Income Statement-Three months and nine months ended September 30, 1998
Northeast Utilities (PARENT):
Balance Sheet - As of September 30, 1998
Income Statement-Three months and nine months ended September 30, 1998
B. Exhibits
Exhibit No. Description
- ----------- -----------
6.B.1.1 * Northeast Utilities Service Company (NUSCO) Service Contract
dated as of October 7, 1996 between NUSCO and NUSCO Energy
Partners, Inc.
6.B.1.2 ** Bulk Power Supply Service Agreement dated as of May 27, 1996,
between Public Service Company of New Hampshire (PSNH) and
PSNH Energy.
6.B.1.3 *** Retail Competition Pilot Program Service Agreement dated as
of June 12, 1996 between PSNH and PSNH Energy.
6.B.1.4 Amendment to Bulk Power Supply Service Agreement dated as
of May 29, 1998 between Public Service Company of New
Hampshire and Select Energy, Inc.
6.B.1.5 Northeast Utilities Service Company, acting as agent for the
Connecticut Light and Power Company, Western Massachusetts
Electric Company, Holyoke Water Power Company, Holyoke Power
and Electric Company and Public Service Company of New
Hampshire, and Select Energy, service under Tariff No. 6,
effective June 1, 1998.
6.B.1.6 Northeast Utilities Service Company, acting as agent for the
Connecticut Light and Power Company, Western Massachusetts
Electric Company, Holyoke Water Power Company, Holyoke Power
and Electric Company and Public Service Company of New
Hampshire, and Select Energy, service under Tariff No. 7,
effective June 1, 1998.
The above exhibits 6.B.1.1, 6.B.1.2 and 6.B.1.3 were filed along with Form
U-9C-3 for the quarter ended June 30, 1997. Exhibits 6.B.1.4, 6.B.1.5 and
6.B.1.6 were filed along with Form U-9C-3 for the quarter ended June 30, 1998.
6.B.1.7 Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.8 Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
- -------------------
* NUSCO Energy Partners, Inc. changed its name to Select Energy, Inc.
** Select Energy, Inc. subsequently acquired PSNH Energy's interest in
these contracts.
*** PSNH Energy was a trade name of NUSCO Energy Partners, Inc. and
is a trade name of Select Energy, Inc.
6.B.2.1 The company certifies that a conformed copy of Form U-9C-3
for the previous quarter was filed with the following state
commissions:
Mr. Robert J. Murphy
Executive Secretary
Department of Public Utility Control
10 Franklin Square
New Britain, CT 06051
Ms. Mary L. Cottrell, Secretary
Massachusetts Department of Telecommunications and Energy
100 Cambridge Street
Boston, MA 02202
Mr. Thomas B. Getz
Executive Director and Secretary
State of New Hampshire
Public Utilities Commission
8 Old Suncook Road, Building One
Concord, NH 03301-7319
SELECT ENERGY, INC.
BALANCE SHEET
(Unaudited)
September 30,
1998
-------------
(Thousands
of Dollars)
ASSETS
- ------
Fixed Assets:
Work in progress $ 655
Current Assets:
Special Deposits $ 145
Receivables, net 591
Taxes receivable 6,336
-------------
7,072
-------------
Deferred Charges:
Accumulated deferred income taxes 42
Other 24
-------------
66
-------------
Total Assets $ 7,793
==============
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common shares, $1 par value. Authorized
and outstanding 100 shares $ -
Capital surplus, paid in 13,551
Retained earnings (10,703)
--------------
Total capitalization 2,848
--------------
Current Liabilities:
Accounts payable 3,649
Accounts payable to associated companies 1,161
Other 135
--------------
4,945
--------------
Total Capitalization and Liabilities $ 7,793
==============
Note: In the opinion of the Company, all adjustments necessary
for a fair presentation of financial position for the
periods shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY, INC.
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
1998 1998
-------------- --------------
(Thousands of Dollars)
Operating Revenues $ 1,210 $ 2,075
-------------- --------------
Operating Expenses:
Operation
Purchased power - energy 733 1,264
Other 5,048 12,661
Maintenance 7 18
Federal and state income taxes (1,846) (4,804)
Taxes other than income taxes 166 552
-------------- --------------
Total operating expenses 4,108 9,691
-------------- --------------
Operating Loss (2,898) (7,616)
Other Deductions, net (104) (202)
-------------- --------------
Net Income (Loss) $ (3,002) $ (7,818)
============== ==============
Note: In the opinion of the Company, all adjustments necessary
for a fair presentation of financial position for the
periods shown have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
BALANCE SHEET
(Unaudited)
September 30,
1998
--------------
(Thousands
of Dollars)
ASSETS
- ------
Other Property and Investments:
Investments in subsidiary companies, at equity........ $ 2,302,827
Investments in transmission companies, at equity...... 18,736
Other, at cost........................................ 372
--------------
2,321,935
--------------
Current Assets:
Cash.................................................. 0
Notes receivable from affiliated companies............ 28,200
Taxes receivable...................................... 13,626
Accounts receivable from affiliated companies......... 685
Prepayments........................................... 169
--------------
42,680
--------------
Deferred Charges:
Accumulated deferred income taxes..................... 5,308
Unamortized debt expense.............................. 128
Other................................................. 132
--------------
5,568
--------------
Total Assets...................................... $ 2,370,183
==============
Note: In the opinion of the Company, all adjustments necessary for a
fair presentation of financial position for the period shown
have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
BALANCE SHEET
(Unaudited)
September 30,
1998
--------------
(Thousands
of Dollars)
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common shares, $5.00 par value--Authorized
225,000,000 shares; 136,900,684 shares issued and
130,540,854 shares outstanding...................... $ 684,506
Capital surplus, paid in............................. 933,894
Deferred benefit plan--employee stock
ownership plan...................................... (144,166)
Retained earnings.................................... 700,822
--------------
Total common shareholders' equity.................. 2,175,056
Long-term debt....................................... 171,000
--------------
Total capitalization.......................... 2,346,056
--------------
Current Liabilities:
Accounts payable..................................... 1,010
Accounts payable to affiliated companies............. 1,249
Long term debt--current portion...................... 17,000
Accrued interest..................................... 4,512
Other................................................ 2
--------------
23,773
--------------
Other Deferred Credits................................. 354
--------------
Total Capitalization and Liabilities............. $ 2,370,183
==============
Note: In the opinion of the Company, all adjustments necessary for a
fair presentation of financial position for the period shown
have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
STATEMENT OF INCOME
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
1998 1998
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues............................ $ 0 $ 0
-------------- --------------
Operating Expenses:
Operation expense........................... 2,516 4,436
Federal and state income taxes.............. (1,727) 3,410
Taxes other than income taxes............... 11 66
-------------- --------------
Total operating expenses............... 800 7,912
-------------- --------------
Operating Loss................................ (800) (7,912)
-------------- --------------
Other Income (Loss):
Equity in earnings of subsidiaries.......... 9,297 (11,272)
Equity in earnings of transmission companies 810 2,262
Other, net.................................. (192) 22,703
-------------- --------------
Other income, net...................... 9,915 13,693
-------------- --------------
Income before interest charges......... 9,115 5,781
-------------- --------------
Interest Charges:
Interest on long-term debt.................. 4,048 12,226
Other interest.............................. 91 255
-------------- --------------
Interest charges...................... 4,139 12,481
-------------- --------------
Net Income(Loss) for Common Shares............ $ 4,976 $ (6,700)
============== ==============
Income(Loss) per Common Share................. $ 0.04 $ (0.05)
============== ==============
Common Shares Outstanding (average) 130,629,535 130,462,708
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of the results of operations for the period shown have
been made.
See accompanying notes to financial statements.
Northeast Utilities
Select Energy, Inc.
Notes to Financial Statements
1. About Northeast Utilities
Northeast Utilities (NU) is the parent company of the Northeast
Utilities system (the NU system). The NU system furnishes franchised
retail electric service in Connecticut, New Hampshire and western
Massachusetts through four wholly owned subsidiaries: The Connecticut
Light and Power Company (CL&P), Public Service Company of New Hampshire
(PSNH), Western Massachusetts Electric Company (WMECO) and Holyoke Water
Power Company. A fifth wholly owned subsidiary, North Atlantic Energy
Corporation (NAEC), sells all of its entitlement to the capacity and
output of the Seabrook nuclear power plant to PSNH. In addition to its
franchised retail service, the NU system furnishes firm and other
wholesale electric services to various municipalities and other
utilities, and participates in limited retail access programs,
providing off-system retail electric service. The NU system serves about
30 percent of New England's electric needs and is one of the 25 largest
electric utility systems in the country as measured by revenues.
Several wholly owned subsidiaries of NU provide support services for the
NU system companies and, in some cases, for other New England utilities.
Northeast Utilities Service Company provides centralized accounting,
administrative, information resources, engineering, financial, legal,
operational, planning, purchasing and other services to the NU system
companies. Northeast Nuclear Energy Company acts as agent for the NU
system companies and other New England utilities in operating the
Millstone nuclear generating facilities. North Atlantic Energy Service
Corporation has operational responsibility for the Seabrook nuclear
generating facility. Three other subsidiaries construct, acquire or
lease some of the property and facilities used by the NU system
companies. In addition, CL&P and WMECO each have established a special
purpose subsidiary whose business consists of the purchase and resale of
receivables.
Charter Oak Energy, Inc. (COE), HEC Inc. (HEC), Mode 1 Communications,
Inc, (Mode 1), and Select Energy, Inc. (Select Energy), are other NU
system companies which engage in a variety of activities.
Directly and through subsidiaries, COE has an investment in a foreign
utility company as permitted under the Energy Policy Act of 1992. This
investment is accounted for on an equity basis based upon COE's level of
participation. NU has put COE up for sale.
HEC provides energy management services for the NU system's and other
utilities' commercial, industrial and institutional electric customers.
Mode 1 and Select Energy develop and invest in telecommunications and in
energy-related activities, respectively.
2. About Select Energy, Inc.
NU organized NUSCO Energy Partners, Inc. (NEP), in 1996. NEP acquired
PSNH's interest in the New Hampshire retail electric competition pilot
program in late 1996. During 1997, NEP changed its name to Select
Energy, Inc.
Select Energy is a vehicle for participation in other retail pilot
competition programs and open-access retail electric markets in the
Northeast and other areas of the country as appropriate. In addition,
Select Energy develops and markets energy-related products and services
in order to enhance its core electric service and customer
relationships. Select Energy has taken steps to establish strategic
alliances with other companies in various energy-related fields
including fuel supply and management, power quality, energy efficiency
and load management services.
3. Public Utility Regulation
NU is registered with the Securities and Exchange Commission (SEC) as a
holding company under the Public Utility Holding Company Act of 1935
(1935 Act). NU and its subsidiaries are subject to the provisions of
the 1935 Act. Arrangements among the NU system companies, outside
agencies and other utilities covering interconnections, interchange of
electric power and sales of utility property are subject to regulation
by the Federal Energy Regulatory Commission (FERC) and/or the SEC. The
operating subsidiaries are subject to further regulation for rates,
accounting and other matters by the FERC and/or applicable state
regulatory commissions.
QUARTERLY REPORT OF SELECT ENERGY, INC.
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935 and the rules and regulations of the Securities and
Exchange Commission issued thereunder, the undersigned company has
duly caused this report to be signed on its behalf by the undersigned
officer thereunto duly authorized.
NORTHEAST UTILITIES
-----------------------------
(Registered Holding Company)
By: /s/ John J. Roman
-----------------------------
(Signature of Signing Officer)
John J. Roman
-----------------------------
Vice President and Controller
-----------------------------
Date: November 24, 1998
-----------------------------
