-----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, PYeUh0sMvdVmfD0odEWralTg9nluohhmAG2cyfcmolqexCOtSFGKClYbnD8uN2Rk X82ZTlFG8hI2mtHhngY1Zg== /in/edgar/work/20000612/0000071297-00-000066/0000071297-00-000066.txt : 20000919 0000071297-00-000066.hdr.sgml : 20000919 ACCESSION NUMBER: 0000071297-00-000066 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20000612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL GRID USA CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 043446185 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-09089 FILM NUMBER: 653698 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM DATE OF NAME CHANGE: 19920703 POS AMC 1 0001.txt File No. 70-9089 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (the Act) GRANITE STATE ELECTRIC COMPANY (Granite) MASSACHUSETTS ELECTRIC COMPANY (Mass Electric) NANTUCKET ELECTRIC COMPANY (Nantucket) THE NARRAGANSETT ELECTRIC COMPANY (Narragansett) NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET) NEW ENGLAND ENERGY INCORPORATED (NEEI) NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.(Mass Hydro) NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro) NEW ENGLAND POWER COMPANY (Power Company) NATIONAL GRID USA SERVICE COMPANY, INC. (Service Company) and NATIONAL GRID USA (National Grid) (Names of companies filing this statement) 25 Research Drive, Westborough, Massachusetts 01582 407 Miracle Mile, Suite 1, Lebanon, NH 03766 (Granite) 25 Fairgrounds Road, Nantucket, MA 02554 (Nantucket) 280 Melrose Street, Providence, RI 02901 (Narragansett) (Addresses of principal executive offices) THE NATIONAL GRID GROUP plc (NGG) (Name of top registered holding company parent of the participating companies herein) John G. Cochrane Kirk L. Ramsauer Vice President and Treasurer Deputy General Counsel National Grid USA National Grid USA 25 Research Drive 25 Research Drive Westborough, Massachusetts 01582 Westborough, Massachusetts 01582 (Names and addresses of agents for service) Form U-1 Application/Declaration dated August 18, 1997 (Commission's File No. 70-9089), which became effective by Order of the Commission dated October 29, 1997 (HCAR No. 26768), was amended by Post-Effective Amendment Nos. 1 and 2 and, as amended, became effective by Order of the Commission dated June 2, 1998 (HCAR No. 26881) and is hereby further amended by this Post-Effective Amendment No. 3 as follows: Item 1. Description of Proposed Transactions - --------------------------------------------- Introduction - ------------ By Orders of the Commission dated October 29, 1997 (HCAR No. 26768) and June 2, 1998 (HCAR No. 26881) in File No. 70-9089, certain subsidiaries of the New England Electric System (NEES)(now, National Grid USA (National Grid)) were authorized to enter into short-term borrowing arrangements through October 31, 2001. By Order of the Commission dated March 15, 2000 (HCAR No. 35-27154) in File No. 70-9519, the existing financing authority was extended through May 31, 2003, and the addition as lenders to the Money Pool of Intermediate Companies (as defined in the Order) and all other newly formed or acquired or nonparticipating National Grid subsidiaries was authorized. By Orders of the Commission dated April 15, 1997 (HCAR No. 26704) and March 20, 1998 (HCAR No. 26875) in File No. 70-8955, Eastern Utilities Associates (EUA) and certain of its subsidiaries were authorized to enter into certain borrowing arrangements through July 31, 2002. On April 19, 2000, pursuant to order of the Commission dated April 14, 2000 (HCAR 27166) in File No. 70-9537, EUA was merged into National Grid. On May 1, 2000, certain EUA subsidiaries were merged into certain National Grid subsidiaries, as follows: EUA Company National Grid Company Blackstone Valley Electric Narragansett Company (Blackstone) Eastern Edison Company (Eastern) Mass. Electric EUA Service Corporation (EUA Service) Service Company Montaup Electric Company (Montaup) Power Company Newport Electric Corporation Narragansett (Newport) On April 28, 2000, the Service Company filed an Application/Declaration in File No. 70-9673 proposing, among other things, to restructure its capitalization to reduce its equity capital by approximately $11 million. The below-listed companies now seek to amend their borrowing authority to reflect their current corporate structures and cash requirements. Borrowing Limits - ---------------- On May 1, 2000, the EUA operating companies and service company were consolidated into the National Grid companies listed below. As a result of this consolidation, the existing borrowing authorities for the surviving National Grid companies need to be increased. This will cover their expanded requirements following consolidation. The companies propose to adjust their maximum outstanding amounts as shown below: Borrowing Company Borrowing Authority Old Requested Mass. Electric $150,000,000 $275,000,000 (Eastern Edison) $ 75,000,000 Nantucket $ 5,000,000 $ 6,000,000 Narragansett $100,000,000 $145,000,000 (Blackstone) $ 20,000,000 (Newport) $ 25,000,000 Service Company $ 12,000,000 $ 60,000,000 (EUA Service) $ 15,000,000 As a result of the consolidation of Eastern Edison into Mass. Electric, Mass. Electric's peak borrowing during May was very close to its borrowing limit. Furthermore, Mass. Electric has experienced a trend of customers returning to default service from competitive suppliers. If this trend continues, the company may have a significant under-recovery (up to $62 million). This money would be recovered over time, but, until then, would obviously put significant pressure on Mass. Electric's short-term borrowing capacity. Based upon this potential cash requirement and upon the previously existing borrowing authorizations, Mass. Electric is proposing that its borrowing limit be increased to $275 million to cover peak borrowings. Nantucket is proposing that its borrowing limit be increased to $6 million to provide additional flexibility to cover peak borrowings. During the third quarter, Nantucket's peak borrowing was almost $5 million. As shown, the borrowing level for Narragansett reflects the previous authority granted its component parts. Immediately prior to the merger with the Service Company, EUA Service paid off $4 million of its existing 10.2% debt. In 1999, the then NEES Companies established a Rabbi Trust to provide additional security to participants in certain executive benefit programs. As a result of benefits triggered by the merger of NEES and The National Grid Group plc, the Service Company has transferred an additional $8 million into the Trust. The Service Company has also made other compensation payments to executives as a result of the National Grid merger and the acquisition of EUA. During the past year, the cost of system computer enhancements has been putting pressure on the existing borrowing limits of the Service Company. Finally, as described above, the Service Company is reducing its equity capital by approximately $12 million. Based upon these potential cash demands and upon the previously existing borrowing authorizations, the Service Company is proposing that its borrowing limit be increased to $60 million. No increase in borrowing authority is requested for the other Borrowing Companies. Sale of Commercial Paper to Dealers - ----------------------------------- Mass. Electric, Narragansett, and the Power Company (the CP Issuers) propose to issue and sell commercial paper directly to one or more nationally recognized commercial paper dealers (CP Dealer). The CP Programs for Mass. Electric and Narragansett are not now active. Currently, the CP Dealer for the Power Company is CS First Boston Corporation and/or Merrill Lynch Money Markets Incorporated, but this may change as warranted. The commercial paper so issued and sold will satisfy the requirements of Section 3(a)(3) of the Securities Act of 1933 and be in the form of unsecured promissory notes having varying maturities of not more than 270 days. Actual maturities will be determined by market conditions, the effective interest cost to the issuer, and the issuer's cash requirements at the time of issuance. The commercial paper will be in denominations of not less than $50,000. The terms of the commercial paper will not provide for prepayment prior to maturity. The commercial paper will be purchased by the CP Dealer from the issuer at a discount which will not be in excess of the discount then prevailing for commercial paper of comparable quality and maturity which is sold by public utility issuers to commercial paper dealers. The CP Dealer will initially reoffer the commercial paper at a discount rate not more than 1/8 of 1% per annum less than the prevailing discount rate to the issuer. The effective interest cost to the issuer of commercial paper will generally not exceed the effective interest cost of the base lending rate at Fleet/Boston (formerly BankBoston). However, the effective interest cost of such paper is based on the supply of, and demand for, similar paper at the time of sale. Specifically, on several previous occasions short-term money markets have become very volatile during brief periods of extraordinary demand, and the interest costs of commercial paper have exceeded bank base rates. Bank borrowing agreements, under which the CP Issuers must borrow as an alternative to selling commercial paper, generally provide that the interest rate of such borrowings shall be the then current money market rate. Although under the described circumstances the interest cost of commercial paper may exceed the bank base rate, it may still be less than the alternative money market rates at which the CP Issuers would otherwise then be forced to borrow. Likewise, the CP Issuers may be able to negotiate a shorter borrowing period in the commercial paper market than from banks. Because such volatile market conditions usually exist for brief periods, it is not anticipated that any sale of commercial paper with interest costs in excess of bank base rates would have a significant marginal impact on the annual interest cost of the CP Issuers. The CP Issuers will issue commercial paper or borrow from banks if there are not sufficient surplus funds available from the Money Pool to meet their needs. The decision to borrow from banks or issue commercial paper will be based on the cost of such funds and their availability for the anticipated borrowing period. Borrowings from and Loans to the Money Pool - ------------------------------------------- The Borrowing Companies propose to reduce their need for outside borrowing through the continued use of the Money Pool. Under the Money Pool, surplus funds that may be available from day to day in the treasuries of the Participating Companies are used to make loans to the Borrowing Companies in need of short-term funds. The CP Issuers will pay interest at a rate equal to the rated monthly average of the rates of their individual outstanding commercial paper. For periods when a CP Issuer does not have outstanding commercial paper, its rate will be the monthly average of the rate for high- grade 30-day commercial paper as published in the Wall Street Journal. The rate for all other borrowing will be 108% of the monthly average of the rate for high grade 30-day commercial paper sold through dealers by major corporations as published in the Wall Street Journal. Although there are no stated maturities, the loans made by the Money Pool are payable on demand, and may be prepaid by the borrower without penalty. Borrowings may, but need not be, evidenced by notes. Borrowings will be available first to the wholly owned subsidiaries of National Grid (The Group I Borrowers). Thereafter, if the Money Pool still has additional funds, these will be available to the non- wholly owned subsidiaries of National Grid participating in the pool (the Group II Borrowers) before external investments are made. All funds borrowed by the Group II Borrowers will be used for their own internal financing and will not be loaned to stockholders. Each of the companies listed on the cover hereof, including National Grid, (the Participating Companies) has been granted authority to lend money in the Money Pool under the current terms thereof. As noted under "Introduction" above, all National Grid subsidiaries, including former EUA companies, are authorized to participate in the Money Pool. Each member determines each day, on the basis of cash flow projections, the amount of surplus funds it has available for investment in the Money Pool. The surplus funds are transferred to a Service Company account. The Service Company administers and maintains, as agent, the Money Pool for the member companies. The current terms of the Money Pool are unchanged (authorized in Commission's File No. 70-8675 and shown in Exhibit G thereto). Borrowings from Banks - --------------------- The proposed borrowings by the Borrowing Companies from banks will be evidenced by notes maturing in less than one year from the date of issuance. The Borrowing Companies will negotiate with the banks the interest costs of such borrowings. The Borrowing Companies maintain lines of credit for limited amounts with banks. In connection with these lines, the Borrowing Companies pay commitment fees in lieu of compensating balances. The effective interest cost of borrowings from a bank will not exceed the greater of the bank's base or prime lending rate, or the rate published in the Wall Street Journal as the high federal funds rate, plus, in either case, one percent. Based on the current base lending rate of 9.5% and an equivalent or lower high federal funds rate, the effective interest costs of such a borrowing today would not exceed 10.5% per annum. Certain of such borrowings may be without prepayment privileges. Payment of any short-term promissory notes prior to maturity will be made on the basis most favorable to the Borrowing Companies, taking into account fixed maturities, interest rates, and any other relevant financial considerations. The Borrowing Companies have made arrangements with certain banks for lines of credit, for various purposes, including support of commercial paper. Direct Loans by National Grid - ----------------------------- The Service Company and National Grid further seek authorization for the option of meeting the Service Company's borrowing requirements by direct loans from National Grid to the Service Company. As previously agreed to with the Commission staff in connection with the Staff's audit of the Service Company, such loans would be at the rate equal to the prime rate for Fleet/Boston less 1%. Based on the current prime rate of 9.5%, the effective interest costs of such borrowings would be 8.5%. Although there will be no stated maturities, such borrowings may be prepaid by the Service Company without penalty. The borrowings may, but need not, be evidenced by notes. Filing of Certificates of Notification - -------------------------------------- Within 45 days after the end of each calendar quarter, the Participating Companies will file a certificate of notification covering the transactions effected pursuant to the authority requested herein during such quarter. Such certificate will show the names of the borrowers, and for each borrower, the dates and amounts of all new money borrowings, whether by issuance of notes to banks, or by sale of commercial paper (including money borrowed from banks to pay the Money Pool or CP Dealers, or borrowed from the Money Pool to pay banks or CP Dealers, or borrowed by sale of commercial paper to pay the Money Pool or banks), the names of the lenders, the maximum concurrent amount of notes outstanding to banks, the Money Pool and CP Dealers, the aggregate total outstanding at any one time, and the aggregate total outstanding at the end of such quarter. Each certificate will include, with respect to the issue and sale of commercial paper, the effective interest cost for such promissory note issued as commercial paper. The final certificate of notification will be accompanied by the required past tense opinion of counsel. Rule 53 - ------- NGG has an ownership interest in foreign utility companies (FUCO) as defined in Section 33 of the Act, as authorized by Order of the Commission dated March 15, 2000 (HCAR No. 35-27154). Neither National Grid nor any of its subsidiaries has an ownership interest in an exempt wholesale generator (EWG) as defined in Section 32 of the Act or in a FUCO. Additionally, neither National Grid nor any subsidiary thereof is a party to, or has any rights under, a service, sales, or construction agreement with an EWG or a FUCO. National Grid and its subsidiaries shall comply with the requirements of Rule 53 of the Act in connection with EWG and FUCO acquisitions and financings. None of the monies from the borrowings hereunder will be used, directly or indirectly, to invest in, or otherwise acquire an interest in the business of, any EWGs or FUCOs. Item 3. Applicable Statutory Provisions - ---------------------------------------- Item 3, Applicable Statutory Provisions, is amended by the addition of: (8)The issuance of Notes to National Grid by Service Company and Loans by Grid to Service Company: Sections 6(a), 7, 9(a), 10, and 12 and Rule 43 and exempted from Rule 45(a) by subparagraph (b)(1) thereof. Item 5. Procedure - ------------------ It is requested that the Commission take action with respect to this Post-Effective Amendment without a hearing being held and that an order allowing this Post-Effective Amendment to become effective on August 1, 2000, or as soon as practicable. The companies (i) do not request a recommended decision by a hearing officer, (ii) do not request a recommended decision by any other responsible officer of the Commission, (iii) hereby specify that the Division of Corporate Regulation may assist in the preparation of the Commission's decision, and (iv) hereby request that there be no 30-day waiting period between the date of issuance of the Commission's Order and the date on which it is to become effective. Item 6. Exhibits and Financial Statements - ------------------------------------------ Item 6(a), Exhibits, is hereby amended by adding the following exhibits: (a) Exhibits D-1 (a)(1)Petition of Massachusetts Electric Company and New England Power Company and Eastern Edison Company to the Massachusetts Department of Telecommunications and Energy with respect to merger (incorporated by reference to Exhibit D-2 in File No. 70-9537) D-2 (a)(1)Certified copy of the Order of the Massachusetts Department of Telecommunications and Energy with respect to mergers (incorporated by reference to Exhibit D-2.A in File No. 70-9537) * F-2 Opinion of Counsel H-1 Proposed Form of Notice (b) Financial Statements Item 6(b), Financial Statements, is hereby amended by adding the following exhibits: 1Balance Sheets of National Grid and of National Grid and Subsidiaries Consolidated, Mass. Electric, Nantucket, Narragansett, and Service Company as of March 31, 2000. The proposed transactions will have no material effect on the Balance Sheets of National Grid or of National Grid and Subsidiaries Consolidated, Mass. Electric, Nantucket, Narragansett, and Service Company; pro forma statements, therefore, are omitted. 2Statements of Income and Retained Earnings of National Grid and National Grid and Subsidiaries Consolidated, Mass. Electric, Nantucket, Narragansett, and Service Company for the twelve months ended March 31, 2000, on an actual basis. Because the amount of short-term debt fluctuate widely during any period, it is not practicable to give the pro forma effect of the proposed transactions. ** 3Estimated Sources and Applications of Funds and Capitalization for each of the Borrowing Companies. Since the date of the Balance Sheets, there have been no material changes which were not in the ordinary course of business. Financial Data Schedules are being filed for each company. * to be filed by amendment ** Previously provided in this file and with respect to those former EUA companies merged into the Borrowing Companies, as provided in File No. 70-8955. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, each undersigned company has duly caused this Post-Effective Amendment No. 3, Commission's File No. 70-9089, to be signed on its behalf by the undersigned officers thereunto duly authorized. NATIONAL GRID USA NATIONAL GRID USA SERVICE COMPANY, INC. NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION NEW ENGLAND ENERGY INCORPORATED NEW ENGLAND HYDRO-TRANSMISSION CORPORATION NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC. NEW ENGLAND POWER COMPANY s/ John G. Cochrane By ______________________________ John G. Cochrane Treasurer GRANITE STATE ELECTRIC COMPANY MASSACHUSETTS ELECTRIC COMPANY NANTUCKET ELECTRIC COMPANY THE NARRAGANSETT ELECTRIC COMPANY s/ Nancy B. Kellogg By _______________________________ Nancy B. Kellogg Assistant Treasurer Date: June 12, 2000 EX-99 2 0002.txt EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- (a) Exhibits D-1 (a)(1)Petition of Massachusetts ElectricIncorporated by Company and New England Power Reference Company and Eastern Edison Company to the Massachusetts Department of Telecommunications and Energy with respect to merger D-2 (a)(1)Certified copy of the Order of the Incorporated by Massachusetts Department of Reference Telecommunications and Energy with respect to mergers F-2 Opinion of CounselTo be filed by Amendment H-1 Proposed Form of NoticeFiled herewith (b) Financial Statements 1Balance Sheets of National Grid Filed herewith and of National Grid and Subsidiaries Consolidated, Mass. Electric, Nantucket, Narragansett, and Service Company as of March 31, 2000 2Statements of Income and Retained Filed herewith Earnings of National Grid and National Grid and Subsidiaries Consolidated, Mass. Electric, Nantucket, Narragansett, and Service Company for the twelve months ended March 31, 2000, on an actual basis 3Estimated Sources and ApplicationsIncorporated by of Funds and Capitalization for Reference each of the Borrowing Companies. Financial Data Schedules Filed herewith EX-99 3 0003.txt EXHIBIT H-1 Exhibit H-1 PROPOSED FORM OF NOTICE By Orders of the Commission dated October 29, 1997 (HCAR No. 26768) and June 2, 1998 (HCAR No. 26881) in File No. 70-9089, certain subsidiaries of the New England Electric System (NEES)(now, National Grid USA (National Grid)) were authorized to enter into short-term borrowing arrangements through October 31, 2001. By Orders of the Commission dated April 15, 1997 (HCAR No. 26704) and March 20, 1998 (HCAR No. 26875) in File No. 70-8955, Eastern Utilities Associates (EUA) and certain of its subsidiaries were authorized to enter into certain borrowing arrangements through July 31, 2002. On April 19, 2000, pursuant to order of the Commission dated April 14, 2000 (HCAR 27166) in File No. 70-9537, EUA was merged into National Grid. On May 1, 2000, certain EUA subsidiaries were merged into certain National Grid subsidiaries. On April 28, 2000, National Grid USA Service Company, Inc. filed an Application/Declaration in File No. 70-9673 proposing, among other things, to restructure its capitalization to reduce its equity capital by approximately $11 million. The below-listed companies now seek to amend their borrowing authority to reflect their current corporate structures and cash requirements. The companies propose to adjust their maximum outstanding amounts as shown below: Borrowing Company Borrowing Authority Old Requested Massachusetts Electric Company $150,000,000 $275,000,000 (Eastern Edison Company) $ 75,000,000 Nantucket Electric Company $ 5,000,000 $ 6,000,000 The Narragansett Electric Company $100,000,000 $145,000,000 (Blackstone Valley Electric Company) $ 20,000,000 (Newport Electric Corporation) $ 25,000,000 National Grid USA Service Company, Inc. $ 12,000,000 $60,000,000 (EUA Service Corporation) $ 15,000,000 EX-99 4 0004.txt EXHIBIT 1 NATIONAL GRID USA (Parent Company Only) Balance Sheet At March 31, 2000 (Unaudited)
ASSETS - ------ (In Thousands) Investments: Common stocks of subsidiaries, at equity $3,058,486 Notes of subsidiaries 317,211 Other investments 6,169 ---------- Total investments 3,381,866 ---------- Current assets: Cash 98 Temporary cash investments 102,301 Other accounts receivable 3,067 Notes receivable from affiliates 620,000 Interest and dividends receivable from affiliates 3,563 Other current assets 54 ---------- Total current assets 729,083 ---------- Deferred federal income taxes 5,525 Deferred charges and other assets 5,440 ---------- $4,121,914 ========== CAPITALIZATION AND LIABILITIES - ------------------------------ Common share equity: Common shares, par value $1 per share $ 59,355 Paid-in capital 3,978,561 Retained earnings 2,171 ---------- Total common equity 4,040,087 ---------- Current liabilities: Accounts payable (including $1,841,000 to subsidiaries) 8,740 Accrued taxes and other 23,485 Dividends declared 35,340 ---------- Total current liabilities 67,565 ---------- Other reserves and deferred credits 14,262 ---------- $4,121,914 ==========
EX-99 5 0005.txt EXHIBIT 1 NATIONAL GRID USA AND SUBSIDIARIES Consolidated Balance Sheet At March 31, 2000 (Unaudited)
ASSETS - ------ (In Thousands) Utility plant, at original cost $4,390,625 Less accumulated provisions for depreciation and amortization 1,876,374 ---------- 2,514,251 Construction work in progress 50,894 ---------- Net utility plant 2,565,145 ---------- Investments: Nuclear power companies, at equity 45,966 Decommissioning trust funds 36,279 Other investments, at cost 176,391 ---------- Total investments 258,636 ---------- Current assets: Cash 321,932 Accounts receivable, less reserves of $15,353,000 and unbilled revenues 310,637 Notes and interest receivable from affiliates 620,783 Fuel, materials, and supplies, at average cost 25,886 Prepaid and other current assets 10,071 Asset held for sale - AllEnergy 190,253 ---------- Total current assets 1,479,562 ---------- Regulatory assets 1,358,305 Goodwill, net of amortization 1,668,178 Deferred charges and other assets 311,693 ---------- $7,641,519 ========== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common share equity: Common shares, par value $1 per share $ 59,355 Paid-in capital 3,978,561 Retained earnings 2,171 ---------- Total common equity 4,040,087 Minority interests in consolidated subsidiaries 35,842 Cumulative preferred stock of subsidiaries 19,480 Long-term debt 1,009,712 ---------- Total capitalization 5,105,121 ---------- Current liabilities: Long-term debt due within one year 47,009 Short-term debt 38,500 Accounts payable 192,484 Accrued taxes 45,180 Accrued interest 13,533 Dividends payable 37,137 Purchased power contract buyout payable 118,720 Other current liabilities 127,778 ---------- Total current liabilities 620,341 ---------- Deferred federal and state income taxes 452,084 Unamortized investment tax credits 52,512 Accrued Yankee companies' nuclear plant costs 268,855 Purchased power obligations 568,070 Other reserves and deferred credits 574,536 ---------- $7,641,519 ==========
EX-99 6 0006.txt NARRAGANSETT EXHIBIT 1 THE NARRAGANSETT ELECTRIC COMPANY Balance Sheet At March 31, 2000 (Unaudited)
ASSETS - ------ (In Thousands) Utility plant, at original cost $ 758,655 Less accumulated provisions for depreciation 232,583 ---------- 526,072 Construction work in progress 4,069 ---------- Net utility plant 530,141 ---------- Current assets: Cash 1,445 Accounts receivable: From electric energy services, including unbilled revenues 66,355 Other (including $6,891,000 from affiliates) 8,108 Less reserves for doubtful accounts 3,949 ---------- 70,514 Materials and supplies, at average cost 4,040 Prepaid and other current assets 150 ---------- Total current assets 76,149 ---------- Total goodwill, net of amortization 398,435 Deferred charges and other assets 105,111 ---------- $1,109,836 ========== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock, par value $50 per share, authorized and outstanding 1,132,487 shares $ 56,624 Other paid-in capital 628,969 Retained earnings (deficit) (372) ---------- Total common equity 685,221 Cumulative preferred stock 7,238 Long-term debt 153,804 ---------- Total capitalization 846,263 ---------- Current liabilities: Long-term debt due within one year 15,000 Short-term debt to affiliates 1,900 Accounts payable (including $19,129,000 to affiliates) 48,297 Accrued liabilities: Taxes 3,331 Interest 2,793 Other accrued expenses 32,276 Customer deposits 2,862 Dividends payable 94 ---------- Total current liabilities 106,553 ---------- Deferred federal income taxes 79,400 Unamortized investment tax credits 5,930 Other reserves and deferred credits 71,690 ---------- $1,109,836 ==========
EX-99 7 0007.txt MECO EXHIBIT 1 MASSACHUSETTS ELECTRIC COMPANY Balance Sheet At March 31, 2000 (Unaudited)
ASSETS - ------ (In Thousands) Utility plant, at original cost $1,711,105 Less accumulated provisions for depreciation 555,410 ---------- 1,155,695 Construction work in progress 11,275 ---------- Net utility plant 1,166,970 ---------- Current assets: Cash 4,776 Accounts receivable: From sales of electric energy 198,227 Other (including $5,785,000 from affiliates) 6,150 Less reserves for doubtful accounts 11,111 ---------- 193,266 Materials and supplies, at average cost 9,562 Prepaid and other current assets 1,488 ---------- Total current assets 209,092 ---------- Total goodwill, net of amortization 816,966 Deferred charges and other assets 131,985 ---------- $2,325,013 ========== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock, par value $25 per share, authorized and outstanding 2,398,111 shares $ 59,953 Other paid-in capital 1,255,073 Retained earnings (deficit) (752) ---------- Total common equity 1,314,274 Cumulative preferred stock 10,674 Long-term debt 332,527 ---------- Total capitalization 1,657,475 ---------- Current liabilities: Long-term debt due within one year 15,000 Short-term debt to affiliates 35,725 Accounts payable (including $62,723,000 to affiliates) 171,677 Accrued liabilities: Taxes 22,974 Interest 7,628 Other accrued expenses 60,531 Customer deposits 3,118 Dividends payable 155 ---------- Total current liabilities 316,808 ---------- Deferred federal and state income taxes 165,645 Unamortized investment tax credits 13,043 Other reserves and deferred credits 172,042 ---------- $2,325,013 ==========
EX-99 8 0008.txt SERVICE COMPANY EXHIBIT 1 NATIONAL GRID USA SERVICE COMPANY, INC. Balance Sheet At March 31, 2000 (Unaudited)
ASSETS - ------ (In Thousands) Investments $ 83,420 Current assets: Cash 96 Accounts receivable from associated companies 32,191 Miscellaneous current and accrued assets 4,173 -------- Total current assets 36,460 -------- Deferred income taxes 19,257 Deferred charges and other assets 83,543 -------- $222,680 ======== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock, par value $25 per share $ 25,525 Retained earnings 50 -------- Total common equity 25,575 -------- Current liabilities: Accounts payable 11,509 Notes payable associated companies 400 Dividends payable 1,839 Miscellaneous current and accrued liabilities 8,567 -------- Total current liabilities 22,315 -------- Other regulatory liabilities 63,405 Other reserves and deferred credits 111,385 -------- $222,680 ========
EX-99 9 0009.txt NANTUCKET EXHIBIT 1 NANTUCKET ELECTRIC COMPANY Balance Sheet At March 31, 2000 (Unaudited)
ASSETS - ------ (In Thousands) Utility plant, at original cost $44,442 Less accumulated provisions for depreciation 10,010 ------- 34,432 Construction work in progress (80) ------- Net utility plant 34,352 ------- Current assets: Cash and temporary cash investments 54 Accounts receivable: From electric energy services, including unbilled revenues 1,910 Other (including $854,000 from affiliates) 863 Less reserves for doubtful accounts 43 ------- 2,730 Materials and supplies, at average cost 210 Prepaid and other current assets 1 ------- Total current assets 2,995 ------- Goodwill, net of amortization 16,602 Deferred charges and other assets 2,971 ------- $56,920 ======= CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock, par value $1 per share Authorized - 1,200 shares Outstanding - 1 share $ - Other paid-in capital 22,570 Retained earnings 81 ------- Total common equity 22,651 Long-term debt 26,095 ------- Total capitalization 48,746 ------- Current liabilities: Long-term debt due within one year 1,495 Short-term debt to affiliates 25 Accounts payable (including $541,000 to affiliates) 1,325 Accrued liabilities: Taxes 413 Interest 372 Other accrued expenses 1,268 Customer deposits 17 ------- Total current liabilities 4,915 ------- Deferred federal income taxes 1,447 Unamortized investment tax credits 128 Other reserves and deferred credits 1,684 ------- $56,920 =======
EX-99 10 0010.txt NATIONAL GRID EXHIBIT 2 NATIONAL GRID USA (Parent Company Only) Statement of Income Twelve Months Ended March 31, 2000 (Unaudited)
(In Thousands) Equity in earnings of subsidiaries $ 160,534 Dividend income 99 Interest income 4,144 Other income 5 ----------- Total income 164,782 Corporate and fiscal expenses (includes $3,836,000 for cost of services billed by an affiliated company) 15,838 Federal income taxes 2,163 ----------- Total expenses 18,001 ----------- Income before interest 146,781 Interest 1,934 ----------- Net income $ 144,847 =========== Statement of Retained Earnings Retained earnings at beginning of period $ 1,008,112 Net income 144,847 Dividends declared on common shares (144,266) Purchase accounting fair value adjustment (1,006,522) ----------- Retained earnings at end of period $ 2,171 ===========
EX-99 11 0011.txt SUBSIDIARIES EXHIBIT 2 NATIONAL GRID USA AND SUBSIDIARIES Statement of Consolidated Income Twelve Months Ended March 31, 2000 (Unaudited)
(In Thousands) Operating revenue $ 2,709,560 ----------- Operating expenses: Fuel for generation 13,293 Purchased electric energy: Contract termination charges and nuclear unit shutdown costs 188,309 Other 807,357 Cost of sales, AllEnergy 475,716 Other operation 516,174 Maintenance 81,570 Depreciation and amortization 205,171 Taxes, other than income taxes 101,488 Income taxes 93,723 ----------- Total operating expenses 2,482,801 ----------- Operating income 226,759 Other income: Allowance for equity funds used during construction 1,002 Equity in income of generating companies 3,286 Other income (expense), net 2,747 ----------- Operating and other income 233,794 ----------- Interest: Interest on long-term debt 69,875 Other interest 14,356 Allowance for borrowed funds used during construction (1,487) ----------- Total interest 82,744 ----------- Income after interest 151,050 Preferred dividends and net gain/loss on reacquisition of preferred stock 1,090 Minority interests 5,656 ----------- Net income $ 144,304 =========== Net income from continuing operations less applicable income taxes of $98,667 $ 152,055 Net loss from discontinued operations of AllEnergy less applicable income tax benefit of ($4,944) (7,751) ----------- Net income $ 144,304 =========== Statement of Consolidated Retained Earnings Retained earnings at beginning of period $ 1,008,128 Net income 144,304 Dividends declared on common shares (143,739) Purchase accounting fair value adjustment (1,006,522) ----------- Retained earnings at end of period $ 2,171 ===========
EX-99 12 0012.txt NARRAGANSETT EXHIBIT 2 THE NARRAGANSETT ELECTRIC COMPANY Statement of Income Twelve Months Ended March 31, 2000 (Unaudited)
(In Thousands) Operating revenue $427,788 -------- Operating expenses: Fuel for generation and purchased electric energy: Non-affiliates 152,657 New England Power Company, an affiliate 19,839 Contract termination charges from New England Power Company 43,005 Other operation 73,838 Maintenance 14,003 Depreciation 24,195 Taxes, other than federal income taxes 37,066 Federal income taxes 14,791 -------- Total operating expenses 379,394 -------- Operating income 48,394 Other income: Other income (expense), net (1,915) -------- Operating and other income 46,479 -------- Interest: Interest on long-term debt 14,031 Other interest 2,965 Allowance for borrowed funds used during construction - credit (56) -------- Total interest 16,940 -------- Net income $ 29,539 ======== Statement of Retained Earnings Retained earnings at beginning of period $ 91,418 Net income 29,539 Dividends declared on cumulative preferred stock (377) Purchased accounting adjustment (120,952) --------- Retained earnings (deficit) at end of period $ (372) =========
EX-99 13 0013.txt MECO EXHIBIT 2 MASSACHUSETTS ELECTRIC COMPANY Statement of Income Twelve Months Ended March 31, 2000 (Unaudited)
(In Thousands) Operating revenue $1,343,572 ---------- Operating expenses: Purchased electric energy: Non-affiliates 563,028 Contract termination charges from New England Power Company, an affiliate 180,793 Other operation 319,404 Maintenance 35,991 Depreciation 66,764 Taxes, other than income taxes 35,006 Income taxes 44,255 ---------- Total operating expenses 1,245,241 ---------- Operating income 98,331 Other income (expense), net 633 ---------- Operating and other income 98,964 ---------- Interest: Interest on long-term debt 26,714 Other interest 11,774 Allowance for borrowed funds used during construction - credit (597) ---------- Total interest 37,891 ---------- Net income $ 61,073 ========== Statement of Retained Earnings Retained earnings at beginning of period $ 221,216 Net income 61,073 Dividends declared on cumulative preferred stock (620) Dividends declared on common stock (85,133) Purchase accounting adjustment (197,288) ---------- Retained earnings (deficit) at end of period $ (752) ==========
EX-99 14 0014.txt SERVICE COMPANY EXHIBIT 2 NATIONAL GRID USA SERVICE COMPANY, INC. Statement of Income Twelve Months Ended March 31, 2000 (Unaudited)
(In Thousands) Income: Services rendered to associated companies $207,954 Services rendered to nonassociated companies 244 -------- Total income 208,198 -------- Expenses: Salaries and wages 84,574 General and administrative expenses 114,195 Taxes, other than income taxes 5,747 Income taxes 445 Interest expense 1,398 -------- Total expenses 206,359 -------- Net income $ 1,839 ======== Statement of Retained Earnings Retained earnings at beginning of period $ 460 Net income 1,839 Dividends declared on common stock (1,839) Purchase accounting adjustment (410) -------- Retained earnings at end of period $ 50 ========
EX-99 15 0015.txt NANTUCKET EXHIBIT 2 NANTUCKET ELECTRIC COMPANY Statement of Income Twelve Months Ended March 31, 2000 (Unaudited)
(In Thousands) Operating revenue $16,032 ------- Operating expenses: Purchased electric energy: Non-affiliates 4,316 Contract termination charges from New England Power Company, an affiliate 1,498 Other operation 3,518 Maintenance 852 Depreciation and amortization 2,356 Taxes, other than federal income taxes 509 Income taxes 397 ------- Total operating expenses 13,446 ------- Operating income 2,586 ------- Other income: Other income (expense)- net (8) ------- Operating and other income 2,578 ------- Interest: Interest on long-term debt 1,764 Other interest 200 Allowance for borrowed funds used during construction (4) ------- Total interest 1,960 ------- Net income $ 618 ======= Statement of Retained Earnings Retained earnings at beginning of period $ 1,598 Net income 618 Purchase accounting adjustment (2,135) ------- Retained earnings at end of period $ 81 =======
EX-27 16 0016.txt DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS OF NATIONAL GRID USA, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 MAR-31-2000 MAR-31-2000 12-MOS PER-BOOK 2,565,145 258,636 1,479,562 3,338,176 0 7,641,519 59,355 3,978,561 2,171 4,040,087 0 19,480 1,009,712 38,500 0 0 47,009 0 0 0 2,486,731 7,641,519 2,709,560 93,723 2,389,078 2,482,801 226,759 7,035 233,794 82,744 144,304 1,090 144,304 143,739 69,875 N/A 0 0 Total deferred charges includes other assets and goodwill, net of amortizati on. Preferred stock reflects preferred stock of subsidiaries. Preferred stock dividends reflect preferred stock dividends of subsidiaries. Per share data is not relevant because the Company's common stock is wholly owned by The National Grid Group plc. EX-27 17 0017.txt MECO DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED BALANCE SHEET AND RELATED STATEMENTS OF INCOME AND RETAINED EARNINGS OF MASSACHUSETTS ELECTRIC COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 MAR-31-2000 MAR-31-2000 12-MOS PER-BOOK 1,166,970 0 209,092 948,951 0 2,325,013 59,953 1,255,073 (752) 1,314,274 0 10,674 332,527 35,725 0 0 15,000 0 0 0 616,813 2,325,013 1,343,572 44,255 1,200,986 1,245,241 98,331 633 98,964 37,891 61,073 620 60,453 85,133 26,714 N/A 0 0 Total deferred charges includes other assets and goodwill, net of amortization. Per share data is not relevant because the Company's common stock is wholly owned by National Grid USA, a wholly owned subsidiary of The National Grid Group plc. Earnings available for common includes preferred stock dividends. EX-27 18 0018.txt NANTUCKET DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED BALANCE SHEET AND RELATED STATEMENTS OF INCOME AND RETAINED EARNINGS OF NANTUCKET ELECTRIC COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 MAR-31-2000 MAR-31-2000 12-MOS PER-BOOK 34,352 0 2,995 19,573 0 56,920 0 22,570 81 22,651 0 0 26,095 25 0 0 1,495 0 0 0 6,654 56,920 16,032 397 13,049 13,446 2,586 (8) 2,578 1,960 618 0 618 0 1,764 N/A 0 0 Total deferred charges includes other assets, other property and investments, and goodwill, net of amortization. Per share data is not relevant because the Company's common stock is wholly owned by National Grid USA, a wholly owned subsidiary of The National Grid Group plc. EX-27 19 0019.txt NARRAGANSETT DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED BALANCE SHEET AND RELATED STATEMENTS OF INCOME AND RETAINED EARNINGS OF THE NARRAGANSETT ELECTRIC COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 MAR-31-2000 MAR 31-2000 12-MOS PER-BOOK 530,141 0 76,149 503,546 0 1,109,836 56,624 628,969 (372) 685,221 0 7,238 153,804 1,900 0 0 15,000 0 0 0 246,673 1,109,836 427,788 14,791 364,603 379,394 48,394 (1,915) 46,479 16,940 29,539 377 29,162 0 14,031 N/A 0 0 Total deferred charges includes other assets and goodwill, net of amortization. Per share data is not relevant because the Company's common stock is wholly owned by National Grid USA, a wholly owned subsidiary of The National Grid Group plc. Earnings available for common includes preferred stock dividends. EX-27 20 0020.txt SERVICE COMPANY DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED BALANCE SHEET AND RELATED STATEMENTS OF INCOME AND RETAINED EARNINGS OF NATIONAL GRID USA SERVICE COMPANY, INC., AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 MAR-31-2000 MAR-31-2000 12-MOS PER-BOOK 0 83,420 36,460 102,800 0 222,680 25,525 0 50 25,575 0 0 0 0 0 0 0 0 0 0 197,105 222,680 0 445 204,516 204,961 (204,961) 208,198 3,237 1,398 1,839 0 1,839 1,839 0 N/A 0 0 Total deferred charges includes other assets. EX-27 21 0021.txt NGUSA DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
ARTICLE> UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED BALANCE SHEET AND RELATED STATEMENTS OF INCOME AND RETAINED EARNINGS OF NATIONAL GRID USA (PARENT COMPANY), AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 MAR-31-2000 MAR-31-2000 12-MOS PER-BOOK 0 3,381,866 729,083 10,965 0 4,121,914 59,355 3,978,561 2,171 4,040,087 0 0 0 0 0 0 0 0 0 0 81,827 4,121,914 0 2,163 15,838 18,001 (18,001) 164,782 146,781 1,934 144,847 0 144,847 144,266 0 N/A 0 0 Total deferred charges includes other assets. Per share data is not relevant because the Company's common stock is wholly owned by the The National Grid Group plc. -----END PRIVACY-ENHANCED MESSAGE-----