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 December 31, 1999
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.
- -------------------------------------------------------------------------------
4th quarter not required.
<TABLE>
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.
- -------------------------------------------------------------------------------
<CAPTION>
Consid- Amount
Person Collateral eration Company of
Company Type of Principal Issue Cost to Whom Given Received Contri- Capital
Issuing Security Amount of or of Security With for Each buting Contri-
Security Issued Security Renewal Capital Was Issued Security Security Capital bution
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NU
Select Enterprises,
Energy, Inc. N/A N/A N/A N/A N/A N/A N/A Inc. $20,000,000
Advance NU
Select from Enterprises,
Energy, Inc. Parent $10,000,000 Issue None Inc. None None N/A N/A
Select
Energy NU
Portland Enterprises,
Pipeline, Inc. N/A N/A N/A N/A N/A N/A N/A Inc. $ 800,000
Northeast
Generation NU
Services Enterprises,
Company N/A N/A N/A N/A N/A N/A N/A Inc. $2,000,000
</TABLE>
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.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Part I - Transactions performed by reporting companies on behalf
of associate companies.
Total Amount
Billed*
Reporting Associate
Company Company Types of Three months
Rendering Receiving Services ended
Services Services Rendered December 31, 1999
- ----------------------- ------------------- -------------- ------------------
(Thousands
of Dollars)
<S> <S> <S> <S>
Select Northeast Utilities
Energy, Inc. Service Company Gas Services $ 30
======
Northeast Select
Generation Energy, Inc. Electrical,
Services Environmental and
Company Mechanical services $ 151
======
Northeast Northeast
Generation Nuclear Energy
Services Company Electrical and
Company Mechanical services $ 989
======
Northeast The
Generation Connecticut
Services Light & Power Electrical and
Company Company Mechanical services $2,323
======
Northeast Public Service
Generation Company of
Services New Hampshire Electrical and
Company Mechanical services $ 281
======
Northeast Western
Generation Massachusetts
Services Electric Company Electrical and
Company Mechanical services $ 44
======
Northeast Holyoke Water
Generation Power Company
Services Electrical and
Company Mechanical services $ 135
======
</TABLE>
<TABLE>
Part II - Transactions performed by associate companies on behalf
of reporting companies.
<CAPTION>
Total Amount
Billed*
Associate Reporting
Company Company Types of Three months
Rendering Receiving Services ended
Services Services Rendered December 31, 1999
- ----------------------- ------------------- -------------- -----------------
(Thousands
of Dollars)
<S> <C> <C> <C>
Northeast Utilities Select Supplies centralized
Service Company Energy, Inc. accounting,
administrative, data
processing, engineering,
financial, legal,
operational, planning,
purchasing, and other
services 9,360
Special deposits 589
Consulting services 551
Miscellaneous 363
-------
Total $10,863
=======
Public Service Company Select
of New Hampshire Energy, Inc. Miscellaneous ($26)
=======
HEC Inc. Select
Energy, Inc. Engineering services $ 8
=======
Northeast Utilities Northeast Supplies centralized
Service Company Generation accounting,
Services administrative, data
Company processing, engineering,
financial, legal,
operational, planning,
purchasing, and other
services 3,722
Miscellaneous 278
------
Total $ 4,000
=======
Northeast Utilities Select Energy Supplies centralized
Service Company Portland accounting,
Pipeline, Inc. administrative, data
processing, engineering,
financial, legal,
operational, planning,
purchasing, and other
services 1
Investment Payments 1,120
-------
$ 1,121
=======
* 'Total Amount Billed' is direct costs only.
</TABLE>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies:
- ---------------------------------------
(Thousand of Dollars)
Total consolidated capitalization as of 12/31/99 $4,713,141 line 1
Total capitalization multiplied by 15%
(line 1 multiplied by .15) 706,971 line 2
Greater of $50 million or line 2 706,971 line 3
Total current aggregate investment:
(categorized by major line of
energy-related business):
Select Energy, Inc. $64,415
Select Energy Portland Pipeline, Inc. 9,244
Northeast Generation Services Company 886
----------- line 4
Total current aggregate investment 74,545
---------
Difference between the greater of $50 million or 15% of
capitalization and the total aggregate investment of the line 5
registered holding company system $632,426
=========
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
- -------------------------------------------------------------------------------
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 December 31, 1999
Income Statement-Three months and twelve months ended December 31, 1999
Select Energy Portland Pipeline, Inc.:
Balance Sheet - As of December 31, 1999
Income Statement-Three months and twelve months ended December 31, 1999
Northeast Generation Services Company:
Balance Sheet - As of December 31, 1999
Income Statement-Three months and twelve months ended December 31, 1999
Northeast Utilities (PARENT):
4th quarter not required
B. Exhibits
Exhibit No. Description
- ----------- -----------
6.B.1.1 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)
December 31,
1999
-------------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Cash $ 420
Notes receivable from affiliated companies 18,900
Accounts receivable, including unbilled
revenues, net 99,074
Accounts receivable from affiliated companies 143
Taxes receivable 22,320
Special deposits 10,669
Prepayments and other 10,791
--------
Total current assets 162,317
--------
Deferred Charges:
Intangibles 23,542
Other 2,349
--------
Total deferred charges 25,891
--------
Long-Lived Assets:
Software 1,886
Other 284
--------
2,170
Less: Accumulated provision for depreciation (1,050)
--------
1,120
Capital additions in progress 4,737
--------
Total long-lived assets 5,857
--------
Total Assets $194,065
========
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.
BALANCE SHEET
(Unaudited)
December 31,
1999
-------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Notes payable to affiliate companies $ 30,000
Advance from parent, non-interest bearing 29,400
Accounts payable 48,434
Accounts payable to affiliated companies 45,358
Other 5,858
--------
Total current liablilities $159,050
--------
Stockholders' Equity:
Common stock, $1 par value - authorized
and outstanding 100 shares -
Capital surplus, paid in 90,151
Retained deficit (55,136)
--------
Total stockholders' equity 35,015
--------
Total Liabilities and Stockholders' Equity $194,065
========
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 Twelve Months
Ended Ended
December 31, December 31,
1999 1999
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ 165,632 $ 554,924
-------------- --------------
Operating Expenses:
Purchased power net interchange
power and capacity 155,301 549,753
Other 21,157 64,147
Taxes other than income taxes 291 1,409
-------------- --------------
Total operating expenses 176,749 615,309
-------------- --------------
Operating Loss (11,117) (60,385)
-------------- --------------
Other loss (117) (38)
-------------- --------------
Interest and financing (income)/costs (515) 790
-------------- --------------
Loss before income taxes (10,719) (61,213)
-------------- --------------
Income Tax Benefit:
Federal and state income taxes, net (3,959) (22,385)
-------------- --------------
Net Loss $ (6,760) $ (38,828)
============== ==============
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 PORTLAND PIPELINE, INC.
BALANCE SHEET
(Unaudited)
December 31,
1999
-----------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Taxes receivable $ 394
------
Total current assets 394
------
Investments:
Other investments 9,553
------
Total investments 9,553
------
Total Assets $9,947
======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable $ 317
Accounts payable to affiliated companies 1
------
Total current liabilities 318
------
Deferred Credits:
Accumulated deferred income taxes 385
------
Total deferred credits 385
------
Stockholders' Equity:
Common stock, $1 par value - authorized
and outstanding 100 shares -
Capital surplus, paid in 9,257
Retained deficit (13)
------
Total stockholders' equity 9,244
------
Total Liabilities and Stockholders' Equity $9,947
======
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 PORTLAND PIPELINE, INC.
INCOME STATEMENT
(Unaudited)
Three Months Twelve Months
Ended Ended
December 31, December 31,
1999 1999
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ - $ -
-------------- --------------
Operating Expenses:
Operation and maintenance 2 21
Taxes other than income taxes - 1
-------------- --------------
Total operating expenses 2 22
-------------- --------------
Operating Loss (2) (22)
-------------- --------------
Income Tax Benefit:
Federal and state income taxes, net (1) (9)
-------------- --------------
Net Loss $ (1) $ (13)
============== ==============
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 GENERATION SERVICES COMPANY
BALANCE SHEET
(Unaudited)
December 31,
1999
------------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Cash $ 85
Accounts receivable from affiliated companies 2,516
Taxes receivable 764
Prepayments and other 92
------
Total current assets 3,457
------
Long-Lived Assets:
Capital additions in progress 68
------
Total long-lived assets 68
------
Total Assets $3,525
======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Notes payable to affiliated companies $ 900
Accounts payable 205
Accounts payable to affiliated companies 1,531
Other 3
------
Total current liabilities 2,639
------
Stockholders' Equity:
Common stock, $1 par value - authorized
and outstanding 100 shares -
Capital surplus, paid in 2,010
Retained deficit (1,124)
------
Total stockholders' equity 886
------
Total Liabilities and Stockholders' Equity $3,525
======
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 GENERATION SERVICES COMPANY
INCOME STATEMENT
(Unaudited)
Three Months Twelve Months
Ended Ended
December 31, December 31,
1999 1999
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ 4,297 $ 5,458
-------------- --------------
Operating Expenses:
Operation and maintenance 3,746 7,057
Taxes other than income taxes 44 249
-------------- --------------
Total operating expenses 3,790 7,306
-------------- --------------
Operating Income/(Loss) 507 (1,848)
-------------- --------------
Other Loss (42) (56)
-------------- --------------
Interest and financing costs 3 4
-------------- --------------
Income/(Loss) before income
taxes 462 (1,908)
-------------- --------------
Income Tax Expense/(Benefit):
Federal and state income taxes, net 158 (795)
-------------- --------------
Net Income/(Loss) $ 304 $ (1,113)
============== ==============
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
Select Energy, Inc.
Select Energy Portland Pipeline, Inc.
Northeast Generation Services Company
Notes to Financial Statements (Unaudited)
1. About Northeast Utilities
Northeast Utilities (NU) is the parent company of the Northeast Utilities
system (NU system). Through its regulated utilities and unregulated energy
service companies, the NU system serves in excess of 30 percent of New
England's electric needs and is one of the 20 largest electric utility
systems in the country as measured by revenues. The NU system's regulated
utilities furnish franchised retail electric service in Connecticut, New
Hampshire and western Massachusetts through three wholly owned
subsidiaries: The Connecticut Light and Power Company, Public Service
Company of New Hampshire (PSNH) and Western Massachusetts Electric Company.
Another wholly owned subsidiary, North Atlantic Energy Corporation, sells
all of its entitlement to the capacity and output of the Seabrook Station
(Seabrook) nuclear unit to PSNH under the terms of two life-of-unit, full
cost recovery contracts. A fifth wholly owned subsidiary, Holyoke Water
Power Company, is also engaged in the production and distribution of
electric power.
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 units. North Atlantic Energy Service Corporation has operational
responsibility for Seabrook. Three other subsidiaries construct, acquire
or lease some of the property and facilities used by the NU system
companies.
Northeast Utilities Enterprises, Inc. (NUEI) is a wholly owned subsidiary
of NU and acts as the holding company for NU's unregulated energy service
companies. Northeast Generation Company was formed to acquire generating
facilities. Select Energy, Inc. (Select Energy), Northeast Generation
Services Company (NGS), Select Energy Portland Pipeline, Inc. (SEPPI), HEC
Inc., and Mode 1 Communications, Inc. engage in a variety of energy-related
and telecommunications activities, as applicable, primarily in the
unregulated energy retail and wholesale commodity, marketing and services
fields. Select Energy, NGS and SEPPI are "energy-related companies" under
Rule 58.
2. About Select Energy
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 received approval from the Federal Energy Regulatory
Commission (FERC) to become a competitive wholesale power marketer
effective December 1, 1998.
Select Energy provides both wholesale and retail energy, and energy
services in the Northeast. In addition, Select Energy markets natural gas
and develops and markets energy-related products and services in order to
enhance its core electric service offerings and customer relationships.
Select Energy has established strategic alliances with other companies in
various energy-related fields including fuel supply and management, power
quality, energy efficiency, and load management services.
Select Energy is in the process of obtaining regulatory approval to provide
retail electric supply in the 11-state region from Maine to Maryland.
Select Energy is a retail electricity supplier in the states of
Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey,
New York, Pennsylvania, and Rhode Island and is a registered gas marketer
with specific local distribution companies in the states of Connecticut,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania,
and Rhode Island.
3. About NGS
NGS was formed on January 4, 1999. NGS provides management, operations and
maintenance services to the electric generation market as well as
industrial customers in the Northeast. NGS also provides consulting
services which includes engineering, construction management, permitting,
and compliance management.
4. About SEPPI
SEPPI was formed for the purpose of acquiring a five percent interest in
the Portland Natural Gas Transmission System partnership. Coincident with
that acquisition, Select Energy agreed to purchase capacity of 30,000
mcf/day for a 20-year term.
5. 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), and 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 FERC and/or
the SEC. The NU system operating subsidiaries are subject to further
regulation for rates, accounting and other matters by the FERC and/or
applicable state regulatory commissions.
6. Presentation
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
7. Special Deposits
Special deposits include cash collateral posted in connection with Select
Energy's various power purchase and sales agreements. The balance of
special deposits on Select Energy's balance sheet at December 31, 1999
was $10.7 million.
8. Advance from Parent
Select Energy has received total cash advances of $29.4 million from NUEI.
Select Energy intends to repay the advances upon acquisition of external
financing at an unspecified date in the future. No interest is being
accrued on the advances.
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: March 28, 2000
-----------------------------
