-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OvbFt8W8STWrQh7CshFPC+y75IjoZNNqjXWCvV49vqTx1bKwk9P2MdYn9nFUwc+T ySnnJnrGAaUYakYHX7TVfQ== 0000072741-04-000023.txt : 20040303 0000072741-04-000023.hdr.sgml : 20040303 20040303123251 ACCESSION NUMBER: 0000072741-04-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040303 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONNECTICUT LIGHT & POWER CO CENTRAL INDEX KEY: 0000023426 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 060303850 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00404 FILM NUMBER: 04645240 BUSINESS ADDRESS: STREET 1: SELDEN STREET CITY: BERLIN STATE: CT ZIP: 06037-1616 BUSINESS PHONE: 8606655000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05324 FILM NUMBER: 04645239 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDEN ST CITY: BERLIN STATE: CT ZIP: 06037-1616 8-K 1 nuclp8ksmd030204.txt NU & CL&P 8-K 030304 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 3, 2004 ------------------- Commission Registrant; State of Incorporation I.R.S. Employer File Number Address and Telephone Number Identification No. 1-5324 NORTHEAST UTILITIES 04-2147929 (a Massachusetts voluntary association) 174 Brush Hill Avenue West Springfield, Massachusetts 01090-0010 Telephone (413) 785-5871 0-11419 THE CONNECTICUT LIGHT AND POWER COMPANY 06-0303850 (a Connecticut corporation) 107 Selden Street Berlin, Connecticut 06037-1616 Telephone (860) 665-5000 Not Applicable --------------------- (Former name or former address, if changed since last report) ITEM 9. Regulation FD Disclosure and ITEM 12. Results of Operations and Financial Condition On March 3, 2004, Northeast Utilities issued a news release announcing the definitive settlement of a wholesale power contract dispute and a slight revision to previously announced unaudited results of operations for the three and twelve month periods ending December 31, 2003. A copy of the news release is attached as Exhibit 99.1. Exhibits 99.1 and 99.2, which are incorporated in Item 9 by reference hereto, are furnished pursuant to Regulation FD. EXHIBIT INDEX Exhibit 99.1 Northeast Utilities News Release dated March 3, 2004. Exhibit 99.2 Revised unaudited Financial Report for the three and twelve month periods ending December 31, 2003. [SIGNATURE PAGE TO FOLLOW] SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHEAST UTILITIES (Registrant) By: /s/ Randy A. Shoop Name: Randy A. Shoop Title: Assistant Treasurer - Finance THE CONNECTICUT LIGHT AND POWER COMPANY (Registrant) By: /s/ Randy A. Shoop Name: Randy A. Shoop Title: Treasurer Date: March 3, 2004 EX-99 3 nuclp8kexh991030304.txt NU NEWS RELEASE 030304 Exhibit 99.1 News Release CONTACT: Jeffrey R. Kotkin Office: (860) 665-5154 NU ANNOUNCES SETTLEMENT, SMALL REVISION TO 2003 RESULTS BERLIN, Connecticut, March 3, 2004-Northeast Utilities (NU-NYSE) today announced the filing of a definitive settlement with the Federal Energy Regulatory Commission (FERC) to resolve a year-long wholesale power contract dispute. The dispute involved the responsibility for additional costs that were incurred over the last 10 months of 2003 as a result of the implementation of Standard Market Design (SMD) in New England on March 1, 2003. Incremental SMD costs related to supplying customers of The Connecticut Light and Power Company (CL&P), NU's largest operating subsidiary, totaled approximately $186 million in 2003. Under the settlement filed at FERC, Select Energy, Inc., NU's competitive energy marketing subsidiary, will absorb approximately $57 million of these costs. CL&P's two other 2003 standard offer wholesale power suppliers and CL&P customers will absorb the remaining balance of $129 million. CL&P will absorb a separate $2 million of costs. Other parties involved in the negotiated settlement include the Connecticut Department of Public Utility Control (DPUC), the Attorney General for the State of Connecticut, the Connecticut Office of Consumer Counsel, NRG Power Marketing Inc., and Duke Energy Trading and Marketing, L.L.C. Additionally, FERC trial staff participated in the negotiations and has indicated its support of the settlement agreement. CL&P has collected approximately $155 million from customers since May 2003 to cover 2003 SMD-related costs, but withheld payment from its standard offer service suppliers. Should the settlement receive FERC approval, which is expected in the first half of 2004, CL&P will pay approximately $83 million to suppliers, including approximately $40 million to Select Energy. The balance of the $155 million will be returned to customers under a methodology to be determined by the DPUC. The settlement resulted in a slight revision to NU's 2003 results announced January 27, 2004. NU's revised 2003 earnings are $116.4 million, or $0.91 per share on a fully diluted basis, compared with $152.1 million, or $1.18 per share, in 2002. In the fourth quarter of 2003, NU lost $9.9 million, or $0.08 per share, compared with earnings of $56.0 million, or $0.44 per share, in the fourth quarter of 2002. Due to the settlement, NU's year-end and fourth quarter after-tax 2003 revised results are approximately $1.0 million, or $0.01 per share lower than the results reported on January 27. The earlier announced results reflected NU's best estimate at that time of the cost of settling the wholesale power contract dispute. The terms of the final settlement called for Select Energy to absorb $1.6 million more than was reflected in the pre-tax reserve NU included in the financial statements it published on January 27. On an after-tax basis, the settlement cost Select Energy about $36 million, or $0.28 per fully diluted NU share. Including the effects of the settlement, NU's competitive businesses lost $3.5 million in 2003, compared with losses of $53.2 million in 2002. In 2003, excluding the effects of the settlement and a $4.7 million after-tax accounting change, NU earned $158.0 million, or $1.24 per share fully diluted and the competitive businesses earned $32.2 million. The figures that excluded the effects of the settlement and accounting change were unchanged from earnings announced on January 27. The $1.24 per share figure was within the $1.10 to $1.30 per share earnings range NU published in early 2003 and the $1.20 to $1.30 per share earnings range NU discussed in October 2003. Both of those ranges excluded costs related to SMD implementation. The settlement cost CL&P approximately $1 million on an after-tax basis, or $0.01 per fully diluted NU share. Including the effects of the settlement, CL&P earned $63.4 million in 2003 after payment of preferred dividends, compared with $80.1 million in 2002. NU operates New England's largest energy distribution system, providing service to more than 1.8 million retail electric customers in Connecticut, New Hampshire, and Massachusetts and natural gas services to more than 192,000 customers in Connecticut. This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements of future expectations and not facts. Actual results or developments might differ materially from those included in the forward- looking statements because of factors such as competition and industry restructuring, changes in economic conditions, changes in weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, volatility in electric and natural gas commodity markets, and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in NU's reports to the Securities and Exchange Commission. # # # # EX-99 4 nu8kexh992030204.txt FINANCIALS 123103 Exhibit 99.2 Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Balance Sheets ---------------------------
December 31, December 31, 2003 2002 ---- ---- (Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 37,196 $ 50,333 Unrestricted cash from counterparties 46,496 16,890 Restricted cash - LMP costs 93,630 - Special deposits 79,120 30,716 Investments in securitizable assets 166,465 178,908 Receivables, net 704,893 767,089 Unbilled revenues 125,881 126,236 Fuel, materials and supplies, at average cost 154,076 119,853 Derivative assets 301,194 130,929 63,780 110,261 ------------ ------------ Prepayments and other 1,772,731 1,531,215 ------------ ------------ Property, Plant and Equipment: Electric utility 5,465,854 5,141,951 Gas utility 743,990 679,055 Competitive energy 885,953 866,294 Other 221,986 205,115 ------------ ----------- 7,317,783 6,892,415 Less: Accumulated depreciation 2,244,263 2,163,613 ------------ ----------- 5,073,520 4,728,802 Construction work in progress 356,396 320,567 ------------ ----------- 5,429,916 5,049,369 ------------ ----------- Deferred Debits and Other Assets: Regulatory assets 2,974,022 3,076,095 Goodwill 319,986 321,004 Purchased intangible assets, net 22,956 24,863 Prepaid pension 360,706 328,890 Other 428,567 433,444 ------------ ------------ 4,106,237 4,184,296 ------------ ----------- Total Assets $11,308,884 $10,764,880 ------------ ------------ ------------ ------------
The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Balance Sheets ---------------------------
December 31, December 31, 2003 2002 ---- ---- (Thousands of Dollars) LIABILITIES AND CAPITALIZATION - ------------------------------ Current Liabilities: Notes payable to banks $ 105,000 $ 56,000 Long-term debt - current portion 64,936 56,906 Accounts payable 768,783 776,219 Accrued taxes 51,598 141,667 Accrued interest 41,653 40,597 Derivative liabilities 164,689 63,900 Other 249,576 208,680 ------------ ------------ 1,446,235 1,343,969 ------------ ------------ Rate Reduction Bonds 1,729,960 1,899,312 ------------ ------------ Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,287,354 1,436,507 Accumulated deferred investment tax credits 102,652 106,471 Deferred contractual obligations 469,218 354,469 Regulatory liabilities 1,164,288 740,195 Other 247,526 270,092 ------------ ------------ 3,271,038 2,907,734 ------------ ------------ Capitalization: Long-Term Debt 2,481,331 2,287,144 ------------ ------------ Preferred Stock of Subsidiaries - Nonredeemable 116,200 116,200 ------------ ------------ Common Shareholders' Equity: Common shares, $5 par value - authorized 225,000,000 shares; 150,398,403 shares issued and 127,695,999 shares outstanding in 2003 and 149,375,847 shares issued and 127,562,031 shares outstanding in 2002 751,992 746,879 Capital surplus, paid in 1,108,924 1,108,338 Deferred contribution plan - employee stock ownership plan (73,694) (87,746) Retained earnings 808,932 765,611 Accumulated other comprehensive income 25,991 14,927 Treasury stock (358,025) (337,488) ------------ ------------ Common Shareholders' Equity 2,264,120 2,210,521 ------------ ------------ Total Capitalization 4,861,651 4,613,865 ------------ ------------ Total Liabilities and Capitalization $11,308,884 $10,764,880 ------------ ------------ ------------ ------------
The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. Exhibit 99.2 Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Three Months Ended December 31, ---------------------------- 2003 2002 ----------- ------------- (Thousands of Dollars, Except Share Information) Operating Revenues $1,514,818 $ 1,404,200 ------------ ------------ Operating Expenses: Operation - Fuel, purchased and net interchange power 967,618 850,240 Other 255,281 171,617 Maintenance 62,171 69,455 Depreciation 53,344 48,889 Amortization 49,884 227,841 Amortization of rate reduction bonds 37,940 32,573 Taxes other than income taxes 54,069 50,475 Gain on sale of utility plant - (187,113) ------------ ------------ Total operating expenses 1,480,307 1,263,977 ------------ ------------ Operating Income 34,511 140,223 Interest Expense: Interest on long-term debt 32,763 32,971 Interest on rate reduction bonds 26,271 28,252 Other interest 905 5,680 ------------ ------------ Interest expense, net 59,939 66,903 ------------ ------------ Other (Loss)/Income, Net (6,443) 24,113 ------------ ------------ (Loss)/Income Before Income Tax (Benefit)/Expense (31,871) 97,433 Income Tax (Benefit)/Expense (23,361) 40,008 ------------ ------------ (Loss)/Income Before Preferred Dividends of Subsidiaries (8,510) 57,425 Preferred Dividends of Subsidiaries 1,390 1,390 ------------ ------------ (Loss)/Income Before Cumulative Effect of Accounting Change (9,900) 56,035 Cumulative effect of accounting change, net of tax benefit of $2,553 - - ------------ ------------ Net (Loss)/Income $ (9,900) $ 56,035 ------------ ------------ ------------ ------------ Fully Diluted (Loss)/Earnings Per Common Share: (Loss)/Income Before Cumulative Effect of Accounting Change $ (0.08) $ 0.44 Cumulative effect of accounting change, net of tax benefit - - ------------ ------------ Fully Diluted (Loss)/Earnings Per Common Share $ (0.08) $ 0.44 ------------ ------------ ------------ ------------ Fully Diluted Common Shares Outstanding (average) 127,768,667 128,179,015 ------------ ------------ ------------ ------------
The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Twelve Months Ended December 31, ---------------------------- 2003 2002 ----------- ------------- (Thousands of Dollars, Except Share Information) Operating Revenues $ 6,069,156 $ 5,237,000 ------------- ------------ Operating Expenses: Operation - Fuel, purchased and net interchange power 3,730,416 3,046,781 Other 900,437 752,482 Maintenance 232,030 263,487 Depreciation 204,388 205,646 Amortization 182,675 312,955 Amortization of rate reduction bonds 153,172 148,589 Taxes other than income taxes 232,672 227,518 Gain on sale of utility plant - (187,113) ------------- ------------ Total operating expenses 5,635,790 4,770,345 ------------- ------------ Operating Income 433,366 466,655 Interest Expense: Interest on long-term debt 126,259 134,471 Interest on rate reduction bonds 108,359 115,791 Other interest 11,740 20,249 ------------- ------------ Interest expense, net 246,358 270,511 ------------- ------------ Other (Loss)/Income, Net (435) 43,828 ------------- ------------ (Loss)/Income Before Income Tax (Benefit)/Expense 186,573 239,972 Income Tax (Benefit)/Expense 59,862 82,304 ------------- ------------ (Loss)/Income Before Preferred Dividends of Subsidiaries 126,711 157,668 Preferred Dividends of Subsidiaries 5,559 5,559 ------------- ------------ (Loss)/Income Before Cumulative Effect of Accounting Change 121,152 152,109 Cumulative effect of accounting change, net of tax benefit of $2,553 (4,741) - ------------- ------------ Net (Loss)/Income $ 116,411 $ 152,109 ------------- ------------ ------------- ------------ Fully Diluted (Loss)/Earnings Per Common Share: (Loss)/Income Before Cumulative Effect of Accounting Change $ 0.95 $ 1.18 Cumulative effect of accounting change, net of tax benefit (0.04) - ------------- ------------ Fully Diluted (Loss)/Earnings Per Common Share $ 0.91 $ 1.18 ------------- ------------ ------------- ------------ Fully Diluted Common Shares Outstanding (average) 127,240,724 129,341,360 ------------- ------------ ------------- ------------
The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. -----END PRIVACY-ENHANCED MESSAGE-----