-----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, URqRWv/0Wp0bCeBZrbHAXphT45XJNB7VbOb+wDsbnGNJJULeweD4lYkP33Dg2xsx QfWjEBmxL+UnTYqwbITQ3Q== 0000071297-01-000004.txt : 20010224 0000071297-01-000004.hdr.sgml : 20010224 ACCESSION NUMBER: 0000071297-01-000004 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL GRID USA CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-09089 FILM NUMBER: 1549368 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. 4 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 USA) (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) NATIONAL GRID GROUP plc (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 was amended by Post-Effective Amendment No. 3, and is hereby further amended by this Post-Effective Amendment No. 4 as follows: Item 1. Description of Proposed Transactions, as described in Post-Effective Amendment No. 3 is hereby amended to read as follows: 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) 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 Nos. 70-9473 and 70-9519 (the March Order), 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 USA subsidiaries was authorized. (The March Order also authorized the acquisition of NEES by National Grid plc.) 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 USA. On May 1, 2000, certain EUA subsidiaries were merged into certain National Grid USA subsidiaries, as follows: EUA Company National Grid USA 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) The companies believe the short term borrowing authority of these EUA companies granted in File No. 7- 8955 terminated upon completion of these mergers. 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 $12 million. The recapitalization was effected on February 1, 2001, pursuant to Order of the Commission dated January 5, 2001 (HCAR No. 27333). 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 USA companies listed below. As a result of this consolidation, the existing borrowing authorities for the surviving National Grid USA 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 significant lag in the recovery of its standard offer and default service costs. At December 31, 2000, unrecovered standard offer and default service costs were approximately $130 million. These deferrals are expected to exceed $200 million by the middle of the year 2001. 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 of 1999, 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 1994, 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 USA 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. No extension of the effective term of the borrowing authority beyond May 31, 2003, as provided in File No. 70-9519 is requested. 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 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 USA (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 USA 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 USA, (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 USA 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 memb er 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 8.5% and an equivalent or lower high federal funds rate, the effective interest costs of such a borrowing today would not exceed 9.5% 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 USA - ---------------------------------------------- The Service Company and National Grid USA further seek authorization for the option of meeting the Service Company's borrowing requirements by direct loans from National Grid USA 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 54 Analysis - ----------------------- Under Rule 54, the Commission may not consider the effect of the capitalization or earnings of any subsidiary which is an exempt wholesale generator (EWG) or foreign utility company (FUCO) upon the registered holding company system "if Rules 53(a), (b) and (c) are satisfied." National Grid Group plc currently meets all of the conditions of Rule 53(a), except for clauses (1) and (2)./fn1/ Due to the level of National Grid Group plc's aggregate investment in EWGs and FUCOs and the lack of U.S. GAAP books and records for its FUCO investments, National Grid Group plc cannot comply with Rule 53(a) and consequently, it must demonstrate that it complies with Rule 53(c). National Grid Group plc's aggregate investment, as defined in Rule 53 (a), in EWGs and FUCOs as of September 30, 2000, was $4,034,303,800. As of September 30, 2000, National Grid Group plc's consolidated retained earnings calculated in accordance with U.S. GAAP was $3,296,256,000. Consequently, National Grid Group plc's aggregate investment in EWGs and FUCOs as a percentage of its consolidated retained earnings was 122% as of September 30, 2000./fn2/ In the Commission's March Order, National Grid Group plc was authorized to invest up to 252% of its retained earnings in EWGs and FUCOs. The Applicants also note that none of the conditions described in paragraph (b) of Rule 53 is applicable. Specifically, (1) there has been no bankruptcy of any National Grid Group plc associate company in which a plan of reorganization has not been confirmed, (2) the average consolidated retained earnings for the two most recent semiannual periods has not decreased by 10 percent from the average for the previous two semiannual periods, and (3) in the past fiscal year, National Grid Group plc has not reported operating losses attributable to its direct or indirect investments in EWGs and FUCOs. Indeed, National Grid Group plc's interests in EWGs and FUCOs have contributed positively to its consolidated earnings during the period since the March Order. ____________________ 1 As the Commission noted in the March Order, National Grid Group plc has preexisting foreign operations and cannot at this time commit to maintain the books and records of these interests in conformity with U.S. GAAP. National Grid Group plc will, however, comply full with the substantive provisions of Rule 53. 2 National Grid Group plc's consolidated capitalization was 33.5% common stock and 66.5% debt as of September 30, 2000. National Grid Group plc is in full compliance with the conditions of Rule 53 (c). Under Rule (c), "[a]n applicant that is unable to satisfy the requirements of paragraphs (a) and (b) of this section must affirmatively demonstrate that the proposed issue and sale of a security to finance the acquisition of an exempt wholesale generator, or the guarantee of a security of an exempt wholesale generator (1) will not have a substantial adverse impact upon the financial integrity of the registered holding company system; and (2) will not have an adverse impact on any utility subsidiary of the registered holding company, or its customers, or on the ability of state commissions to protect such subsidiary or customers." The action requested in the instant filing will not have an adverse effect on the financial integrity of National Grid Group plc system, or an adverse impact on National Grid Group plc's public-utility subsidiaries, their customers, or the ability of State commissions to protect such public-utility customers. The lack of any adverse effect associated with National Grid Group plc's current financing plan was fully demonstrated in National Grid Grid Group plc's Application in File No. 70-9519 and confirmed by the Commission in its March Order. The financing transactions proposed in the instant filing do not require a different conclusion. The March Order notes that in its application National Grid Group plc demonstrated (1) that it had an investment grade credit rating, (2) a history of positive contributions to earnings from National Grid Company (the most significant part of National Grid Group plc's FUCO operations), (3) that the application contained various commitments by National Grid Group plc to maintain its financial strength, and (4) that the public utility subsidiaries in National Grid Group plc system were insulated from the direct effects of the EWG and FUCO investments. Lastly, the application noted that National Grid Group plc has demonstrated expertise and sound management skills with respect to its operation of the high voltage system in England and Wales and that its project review procedures are stringent. Based on all these factors, the Commission found in the March Order that "National Grid Group plc has made the requisite showing under rule 53 (c)."/fn3/ Given National Grid Group plc's continued compliance with the terms of the March Order, the Commission should find the terms of Rule 54 satisfied. Item 6. Exhibits and Financial Statements - -------------------------------------------------------- Item 6(a), Exhibits, is hereby amended by supplying the following exhibit: F-2 Opinion of Counsel (b) Financial Statements Item 6(b), Financial Statements, is hereby amended by adding the following exhibits: 1Balance Sheets of National Grid USA and National Grid USA and Subsidiaries Consolidated, and of Mass. Electric, Nantucket, Narragansett, and Service Company as of September 30, 2000. The proposed transactions will have no material effect on the Balance Sheets; pro forma statements, therefore, are omitted. Since the date of the Balance Sheets, there have been no material changes which were not in the ordinary course of business. __________________ 3 March Order at 64 2Statements of Income and Retained Earnings of National Grid USA and National Grid USA and Subsidiaries Consolidated, and of Mass. Electric, Nantucket, Narragansett, and Service Company for the twelve months ended Septemb er 30, 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. 3. Estimated Sources and Application of Funds and Capitalization for Mass Electric, Nantucket, Narragansett, and Service Company. 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. 4, 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: February 16, 2001 EX-99 2 0002.txt EXHIBIT INDEX Exhibit No.Description Page - ----------------------------- ------- (a) Exhibits F-2 Opinion of Counselfiled herewith (b) Financial Statements 1Balance Sheets of National Grid USA Filed herewith and National Grid USA and Subsidiaries Consolidated, and of Mass. Electric, Nantucket, Narragansett, and Service Company as of September 30, 2000 2Statements of Income and Retained Filed herewith Earnings of National Grid USA and National Grid USA and Subsidiaries Consolidated, and of Mass. Electric, Nantucket, Narragansett, and Service Company for the twelve months ended September 30, 2000, on an actual basis 3Estimated Sources and ApplicationsFiled herewith of Funds and Capitalization for Mass Electric, Nantucket, Narragansett, and Service Company EX-5 3 0003.txt EXHIBIT F-2 Exhibit F-2 25 Research Drive, Westborough, Massachusetts 01582 ===================================================== February 16, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: File No. 70-9089 Dear Commissioners: 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 New England Electric System (NEES) (now, National Grid USA) 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 Nos. 70-9473 and 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 USA subsidiaries was authorized. By Post-Effective Amendment No. 3 to the Application/Declaration in File No. 70-9089, certain of the borrowing companies sought to increase their borrowing authorizations, as follows: Borrowing Company Borrowing Authority Old Requested Massachusetts Electric Company $150,000,000 $275,000,000 (Mass Electric) Nantucket Electric Company $ 5,000,000 $ 6,000,000 (Nantucket) The Narragansett Electric Company $100,000,000 $145,000,000 (Narragansett) National Grid USA Service Company, Inc. $ 12,000,000 $ 60,000,000 (Service Company) No additional approval of any state or other Federal commission is necessary for these increases in borrowing authority other than that of the Securities and Exchange Commission. The Boards of Directors of the four named companies have authorized borrowings consistent with the old borrowing limitations. Further action of these boards will be required prior to increasing short-term indebtedness to the new limits. The Articles of Organization and By-Laws of Mass Electric and the Preferred Stock Preference Provisions of Narragansett had each contained a restriction on unsecured indebtedness as a percentage of capitalization. By votes of the preferred stock of each company on December 12, 1997, those provisions have been removed. (See HCAR No. 26774, File No. 70-9143) Based upon the foregoing, and subject to appropriate action by your Commission under the Act, it is my opinion that, in the event the proposed transactions are consummated in accordance with the Statement, (a)All state laws applicable to the proposed transactions will have been complied with; (b)Each of Mass Electric, Nantucket, Narragansett, and Service Company is duly organized and validly existing; and any notes representing their borrowings, when duly executed and delivered and when the consideration therefor has been received, will be valid and binding obligations thereof in accordance with the terms of the notes, subject to laws of general application affecting the rights and remedies of creditors; (c)Each of the participating companies will legally acquire the appropriate interest in any borrowing by any other member of the Money Pool; and (d)The consummation of the proposed transaction will not violate the legal rights of the holders of any securities of Mass, Nantucket, Narragansett, or Service Company or any associate company thereof. I hereby consent to the use of this opinion in connection with the statement on Form U-1, as amended, filed with the Securities and Exchange Commission with reference to the proposed transactions. Very truly yours, s/ Kirk L. Ramsauer Kirk L. Ramsauer Deputy General Counsel EX-99 4 0004.txt EXHIBIT B-1 [/TABLE] THE NARRAGANSETT ELECTRIC COMPANY Balance Sheet At September 30, 2000 (Unaudited) [CAPTION] ASSETS - ------ (In Thousands) [S][C] Utility plant, at original cost $1,006,770 Less accumulated provisions for depreciation 337,789 ---------- 668,981 Construction work in progress 1,343 ---------- Net utility plant 670,324 ---------- Goodwill, net of amortization 488,335 Current assets: Cash 6,226 Accounts receivable: From electric energy services, including unbilled revenues 121,248 Other (including $6,502,000 from affiliates) 10,762 Less reserves for doubtful accounts 4,943 ---------- 127,067 Materials and supplies, at average cost 5,480 Prepaid and other current assets 11,993 ---------- Total current assets 150,766 ---------- Deferred charges and other assets 138,274 ---------- $1,447,699 ========== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock, par value $50 per share, authorized and outstanding 1,132,487 shares $ 56,624 Other paid-in capital 785,230 Retained earnings 9,293 Unrealized gain on securities, net 160 ---------- Total common equity 851,307 Cumulative preferred stock 7,238 Long-term debt 153,845 ---------- Total capitalization 1,012,390 ---------- Current liabilities: Short-term debt to affiliates 111,441 Accounts payable (including $22,670,000 to affiliates) 68,119 Accrued liabilities: Interest 3,033 Other accrued expenses 19,752 Customer deposits 3,688 Dividends payable 94 ---------- Total current liabilities 206,127 ---------- Deferred federal and state income taxes 113,196 Unamortized investment tax credits 8,478 Other reserves and deferred credits 107,508 ---------- $1,447,699 ========== NATIONAL GRID USA (Parent Company Only) Balance Sheet At September 30, 2000 (Unaudited) ASSETS - ------ (In Thousands) Investments: Common stocks of subsidiaries, at equity $3,457,466 Notes of subsidiaries 384,364 Other investments 43,427 ---------- Total investments 3,885,257 ---------- Current assets: Cash 2,977 Other accounts receivable 4,686 Notes receivable from affiliates 210,650 Interest and dividends receivable from affiliates 3,630 Asset held for sale 61,346 Prepaid and other current assets 8,773 ---------- Total current assets 292,062 ---------- Deferred federal income taxes 6,395 Deferred charges and other assets 78,817 ---------- $4,262,531 ========== CAPITALIZATION AND LIABILITIES - ------------------------------ Common share equity: Common shares, par value $1 per share $ 59,355 Paid-in capital 3,978,540 Retained earnings 50,533 Unrealized gain on securities, net 196 ---------- Total common equity 4,088,624 ---------- Current liabilities: Short-term debt 46,543 Accounts payable (including $3,816,000 to subsidiaries) 10,607 Accrued taxes and other 32,261 ---------- Total current liabilities 89,411 ---------- Other reserves and deferred credits 84,496 ---------- $4,262,531 ========== NATIONAL GRID USA AND SUBSIDIARIES Consolidated Balance Sheet At September 30, 2000 (Unaudited) ASSETS - ------ (In Thousands) Utility plant, at original cost $5,198,773 Less accumulated provisions for depreciation and amortization 2,236,029 ---------- 2,962,744 Construction work in progress 50,760 ---------- Net utility plant 3,013,504 ---------- Investments: Nuclear power companies, at equity 49,325 Decommissioning trust funds 46,888 Other investments, at cost 253,262 ---------- Total investments 349,475 ---------- Current assets: Cash 64,886 Accounts receivable, including unbilled revenues, less reserves of $17,652,000 542,707 Fuel, materials, and supplies, at average cost 28,554 Prepaid and other current assets 29,873 Regulatory assets - purchased power obligations 103,789 Assets held for sale 197,851 ---------- Total current assets 967,660 ---------- Regulatory assets 1,675,126 Goodwill, net of amortization 2,021,397 Deferred charges and other assets 372,338 ---------- $8,399,500 ========== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common share equity: Common shares, par value $1 per share $ 59,355 Paid-in capital 3,977,616 Retained earnings 50,533 Unrealized gain on securities, net 2,645 ---------- Total common equity 4,090,149 Minority interests in consolidated subsidiaries 30,666 Cumulative preferred stock of subsidiaries 49,480 Long-term debt 1,042,075 ---------- Total capitalization 5,212,370 ---------- Current liabilities: Long-term debt due within one year 15,291 Short-term debt 110,043 Accounts payable 269,307 Accrued taxes 10,063 Accrued interest 13,022 Dividends payable 1,973 Purchased power contract obligations 103,789 Other current liabilities 98,277 ---------- Total current liabilities 621,765 ---------- Deferred federal and state income taxes 639,998 Unamortized investment tax credits 56,578 Accrued Yankee companies' nuclear plant costs 300,700 Purchased power obligations 662,625 Other reserves and deferred credits 905,464 ---------- $8,399,500 ========== MASSACHUSETTS ELECTRIC COMPANY Balance Sheet At September 30, 2000 (Unaudited) ASSETS - ------ (In Thousands) Utility plant, at original cost $2,005,710 Less accumulated provisions for depreciation 690,676 ---------- 1,315,034 Construction work in progress 12,404 ---------- Net utility plant 1,327,438 ---------- Goodwill, net of amortization 1,006,365 Current assets: Cash 5,097 Accounts receivable: From electric energy services, including unbilled revenues 333,038 Other (including $2,700,000 from affiliates) 4,654 Less reserves for doubtful accounts 12,421 ---------- 325,271 Materials and supplies, at average cost 11,015 Prepaid and other current assets 6,011 ---------- Total current assets 347,394 ---------- Deferred charges and other assets 144,677 ---------- $2,825,874 ========== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock, par value $25 per share, authorized and outstanding 2,398,111 shares $ 59,953 Other paid-in capital 1,467,433 Retained earnings 3,941 Unrealized gain on securities, net 99 ---------- Total common equity 1,531,426 Cumulative preferred stock 40,675 Long-term debt 372,598 ---------- Total capitalization 1,944,699 ---------- Current liabilities: Short-term debt to affiliates 202,475 Accounts payable (including $54,957,000 to affiliates) 196,906 Accrued liabilities: Taxes 1,093 Interest 7,850 Other accrued expenses 47,527 Customer deposits 4,128 Dividends payable 652 ---------- Total current liabilities 460,631 ---------- Deferred federal and state income taxes 216,219 Unamortized investment tax credits 15,299 Other reserves and deferred credits 189,026 ---------- $2,825,874 ========== NATIONAL GRID USA SERVICE COMPANY, INC. At September 30, 2000 (In Millions, Rounded to Hundred Thousands of Dollars) Assets and Other Debits As of September 30 SERVICE COMPANY PROPERTY Service company property $ 20.8 Construction work in progress ------ Total Property 20.8 ------ Less accumulated provision for depreciation and amortization of service company property 4.0 ------ Net Service Company Property 16.8 ------ INVESTMENTS Investments in associate companies Other Investments 96.2 ------ Total Investments 96.2 ------ CURRENT AND ACCRUED ASSETS Cash 0.9 Special deposits 0.6 Working funds Temporary cash investments 60.0 Notes receivable from associate companies (Money Pool) Accounts receivable Accumulated provision of uncollectible accounts Accounts receivable from associate companies 18.8 Fuel stock expenses undistributed Materials and supplies Stores expense undistributed Prepayments 9.0 Miscellaneous current and accrued assets ------ Total Current and Accrued Assets 89.3 ------ DEFERRED DEBITS Unamortized debt expense Clearing accounts Miscellaneous deferred debits 54.5 Research, development, or demonstration expenditures Accumulated deferred income taxes 17.0 ------ Total Deferred Debits 71.5 ------ TOTAL ASSETS AND OTHER DEBITS $273.8 ====== NATIONAL GRID USA SERVICE COMPANY, INC. At September 30, 2000 (In Millions, Rounded to Hundred Thousands of Dollars) Liabilities and Proprietary Capital As of September 30 PROPRIETARY CAPITAL Common stock issued Miscellaneous paid-in-capital $ 28.2 Appropriated retained earnings Unappropriated retained earnings 3.1 ------ Total Proprietary Capital 31.3 ------ LONG-TERM DEBT Advances from associate companies Other long-term debt Unamortized premium on long-term debt Unamortized discount on long-term debt - debit ------ Total Long-Term Debt ------ CURRENT AND ACCRUED LIABILITIES Notes payable Accounts payable 10.0 Notes payable to associate companies Accounts payable to associate companies 1.3 Taxes accrued Interest accrued Dividends declared Tax collections payable 0.2 Miscellaneous current and accrued liabilities 10.1 ------ Total Current and Accrued Liabilities 21.6 ------ DEFERRED CREDITS Other deferred credits 220.9 Accumulated deferred investment tax credits ------ Total Deferred Credits 220.9 ------ ACCUMULATED DEFERRED INCOME TAXES ------ TOTAL LIABILITIES AND PROPRIETARY CAPITAL $273.8 ====== NANTUCKET ELECTRIC COMPANY Balance Sheet At September 30, 2000 (Unaudited) ASSETS - ------ (In Thousands) Utility plant, at original cost $45,085 Less accumulated provisions for depreciation 11,020 ------- 34,065 Construction work in progress (24) ------- Net utility plant 34,041 ------- Goodwill, net of amortization 15,284 Current assets: Cash and temporary cash investments 81 Accounts receivable: From electric energy services, including unbilled revenues 3,098 From affiliates 1,482 Less reserves for doubtful accounts 50 ------- 4,530 Materials and supplies, at average cost 233 Prepaid and other current assets 6 ------- Total current assets 4,850 ------- Deferred charges and other assets 3,272 ------- $57,447 ======= CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock, par value $1 per share Authorized - 1,200 shares Outstanding - 1 share $ - Other paid-in capital 21,702 Retained earnings 19 Unrealized gain on securities, net 5 ------- Total common equity 21,726 Long-term debt 24,698 ------- Total capitalization 46,424 ------- Current liabilities: Long-term debt due within one year 1,495 Short-term debt to affiliates 2,575 Accounts payable (including $491,000 to affiliates) 1,534 Accrued liabilities: Taxes 218 Interest 369 Other accrued expenses 1,357 Customer deposits 16 ------- Total current liabilities 7,564 ------- Deferred federal and state income taxes 1,652 Unamortized investment tax credits 120 Other reserves and deferred credits 1,687 ------- $57,447 ======= [/TABLE] EX-99 5 0005.txt EXHIBIT B-2 NATIONAL GRID USA (Parent Company Only) Statement of Income Twelve Months Ended September 30, 2000 (Unaudited)
(In Thousands) Equity in earnings of subsidiaries $ 127,189 Dividend income 94 Interest income 13,484 Other income 19 ----------- Total income 140,786 Corporate and fiscal expenses (includes $8,660,000 for cost of services billed by an affiliated company) 15,341 Federal income taxes 2,100 ----------- Total expenses 17,441 ----------- Income before interest 123,345 Interest 2,534 ----------- Net income $ 120,811 =========== Statement of Retained Earnings Retained earnings at beginning of period $ 1,010,252 Net income 120,811 Dividends declared on common shares (74,226) Purchase accounting fair value adjustment (1,006,304) ----------- Retained earnings at end of period $ 50,533 =========== NATIONAL GRID USA AND SUBSIDIARIES Statement of Consolidated Income Twelve Months Ended September 30, 2000 (Unaudited) (In Thousands) Operating revenue $ 2,912,044 ----------- Operating expenses: Fuel for generation 17,137 Purchased electric energy: Contract termination charges and nuclear unit shutdown costs 213,365 Other 1,027,464 Cost of sales, AllEnergy 306,817 Other operation 549,815 Maintenance 80,553 Depreciation and amortization 213,005 Taxes, other than income taxes 114,778 Income taxes 129,402 ----------- Total operating expenses 2,652,336 ----------- Operating income 259,708 Other income: Allowance for equity funds used during construction (1) Equity in income of generating companies 4,139 Amortization of goodwill (52,616) Other income (expense), net 5,863 ----------- Operating and other income 217,093 ----------- Interest: Interest on long-term debt 72,251 Other interest 18,538 Allowance for borrowed funds used during construction (1,687) ----------- Total interest 89,102 ----------- Income after interest 127,991 Preferred dividends and net gain/loss on reacquisition of preferred stock 1,984 Minority interests 5,481 ----------- Net income $ 120,526 =========== Net income from continuing operations less applicable income taxes of $130,479 $ 121,095 Net loss from discontinued operations of AllEnergy less applicable income tax benefit of ($1,077) (569) ----------- Net income $ 120,526 =========== Statement of Consolidated Retained Earnings Retained earnings at beginning of period $ 1,010,489 Net income 120,526 Dividends declared on common shares (73,960) Purchase accounting fair value adjustment (1,006,522) ----------- Retained earnings at end of period $ 50,533 =========== THE NARRAGANSETT ELECTRIC COMPANY Statement of Income Twelve Months Ended September 30, 2000 (Unaudited) (In Thousands) Operating revenue $569,194 -------- Operating expenses: Fuel for generation and purchased electric energy: Non-affiliates 213,717 New England Power Company, an affiliate 27,844 Contract termination charges from New England Power Company 60,580 Other operation 88,774 Maintenance 16,715 Depreciation 28,434 Taxes, other than income taxes 45,313 Income taxes 34,271 -------- Total operating expenses 515,648 -------- Operating income 53,546 Other income: Amortization of goodwill (12,722) Other income (expense), net (1,582) -------- Operating and other income 39,242 -------- Interest: Interest on long-term debt 14,074 Other interest 4,351 Allowance for borrowed funds used during construction - credit (93) -------- Total interest 18,332 -------- Net income $ 20,910 ======== Statement of Retained Earnings Retained earnings at beginning of period $109,282 Net income 20,910 Dividends declared on cumulative preferred stock (377) Purchase accounting adjustment (120,952) Acquisition adjustment 430 -------- Retained earnings at end of period $ 9,293 ======== MASSACHUSETTS ELECTRIC COMPANY Statement of Income Twelve Months Ended September 30, 2000 (Unaudited) (In Thousands) Operating revenue $1,563,106 ---------- Operating expenses: Purchased electric energy: Non-affiliates 704,874 Contract termination charges from New England Power Company, an affiliate 207,155 Other operation 355,455 Maintenance 38,196 Depreciation 71,479 Taxes, other than income taxes 38,342 Income taxes 46,689 ---------- Total operating expenses 1,462,190 ---------- Operating income 100,916 Other income: Amortization of goodwill (26,202) Other income (expense), net (211) ---------- Operating and other income 74,503 ---------- Interest: Interest on long-term debt 27,068 Other interest 11,462 Allowance for borrowed funds used during construction - credit (459) ---------- Total interest 38,071 ---------- Net income $ 36,432 ========== Statement of Retained Earnings Retained earnings at beginning of period $ 191,085 Net income 36,432 Dividends declared on cumulative preferred stock (1,448) Dividends declared on common stock (25,180) Purchase accounting adjustment (197,288) Acquisition adjustment 340 ---------- Retained earnings at end of period $ 3,941 ========== NATIONAL GRID USA SERVICE COMPANY, INC. Statement of Income Twelve Months Ended September 30, 2000 (Unaudited) (In Thousands) Income: Services rendered to associated companies $216,526 Services rendered to nonassociated companies 524 -------- Total income 217,050 -------- Expenses: Salaries and wages 89,967 General and administrative expenses 117,151 Taxes, other than income taxes 6,583 Income taxes (123) Interest expense 1,632 -------- Total expenses 215,210 -------- Net income $ 1,840 ======== Statement of Retained Earnings Retained earnings at beginning of period $ 1,379 Net income 1,840 Dividends declared on common stock (1,839) Fair value purchase accounting adjustment (410) -------- Retained earnings at end of period $ 970 ======== NANTUCKET ELECTRIC COMPANY Statement of Income Twelve Months Ended September 30, 2000 (Unaudited) (In Thousands) Operating revenue $16,648 ------- Operating expenses: Purchased electric energy: Non-affiliates 5,016 Contract termination charges from New England Power Company, an affiliate 1,549 Fuel for generation 11 Other operation 3,664 Maintenance 553 Depreciation and amortization 2,362 Taxes, other than income taxes 501 Income taxes 411 ------- Total operating expenses 14,067 ------- Operating income 2,581 Other income: Amortization of goodwill (414) Other income (expense)- net 8 ------- Operating and other income 2,175 ------- Interest: Interest on long-term debt 1,727 Other interest 195 Allowance for borrowed funds used during construction (4) ------- Total interest 1,918 ------- Net income $ 257 ======= Statement of Retained Earnings Retained earnings at beginning of period $ 1,897 Net income 257 Purchase accounting adjustment (2,135) ------- Retained earnings at end of period $ 19 =======
EX-99 6 0006.txt EXHIBIT B-3 Nantucket Electric Company Sources and Applications of Funds and Capitalization (Thousands of Dollars)
Year Ended: 03/31/99 03/31/00 03/31/01 03/31/02 03/31/03 03/31/04 03/31/05 Actual Actual Estimated Estimated Estimated Estimated Estimated Beginning STD 475 1,900 25 3,120 4,220 6,230 7,650 Sources of Funds: Internal Funds 2,093 5,286 (500) 2,800 2,400 2,600 2,600 External Funds: Long Term Debt 0 0 0 0 0 0 0 Common Equity 0 0 0 0 0 0 0 Sale of Assets 0 0 0 0 0 0 0 Total External 0 0 0 0 0 0 0 Total Sources 2,093 5,286 (500) 2,800 2,400 2,600 2,600 Application of Funds: Construction 2,038 1,926 1,100 2,400 2,900 2,500 2,600 Retirement of Debt 1,480 1,485 1,495 1,500 1,510 1,520 1,535 Total Applications 3,518 3,411 2,595 3,900 4,410 4,020 4,135 Change in STD 1,425 (1,875) 3,095 1,100 2,010 1,420 1,535 Ending STD 1,900 25 3,120 4,220 6,230 7,650 9,185 STD High Point 4,050 4,675 3,200 4,500 7,000 8,000 9,500 STD High Point without Financing 4,050 4,675 3,200 4,500 7,000 8,000 9,500 Capitalization Long Term Debt 29,200 27,700 26,200 24,700 23,200 21,700 20,200 Com. Eq (Net of Goodwill) 22,100 6,478 5,589 5,700 5,811 5,922 6,034 Total 51,300 34,178 31,789 30,400 29,011 27,622 26,234 Ratio: Long Term Debt 56.9% 81.0% 82.4% 81.2% 80.0% 78.6% 77.0% Common Equity 43.1% 19.0% 17.6% 18.8% 20.0% 21.4% 23.0% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% The Narragansett Electric Company Sources and Applications of Funds and Capitalization (Thousands of Dollars) Year Ended:03/31/99 03/31/00 03/31/01 03/31/02 03/31/03 03/31/04 03/31/05 Actual Actual Estimated Estimated Estimated Estimated Estimated Beginning STD 12,425 24,375 1,900 94,671 117,271 104,471 85,571 Sources of Funds: Internal Funds (16,177) 59,660 (7,971) 68,600 60,700 62,000 65,300 External Funds: Long Term Debt 0 0 0 0 22,500 10,000 15,000 Common Equity 214 0 0 0 0 0 0 Sale of Assets 39,724 0 0 0 0 0 0 Total External 39,938 0 0 0 22,500 10,000 15,000 Total Sources 23,761 59,660 (7,971) 68,600 83,200 72,000 80,300 Application of Funds: Construction 22,044 29,200 49,600 54,000 47,900 43,100 47,500 Retirement of Debt 13,667 7,985 35,200 37,200 22,500 10,000 15,000 Total Applications 35,711 37,185 84,800 91,200 70,400 53,100 62,500 Change in STD 11,950 (22,475) 92,771 22,600 (12,800) (18,900) (17,800) Ending STD 24,375 1,900 94,671 117,271 104,471 85,571 67,771 STD High Point 45,775 47,925 100,000 130,000 125,000 110,000 100,000 STD High Point without Financing --- --- 100,000 130,000 147,500 142,500 147,500 Capitalization Long Term Debt 177,700 169,700 154,700 117,500 117,500 117,500 117,500 Preferred 7,238 7,238 7,238 7,238 7,238 7,238 7,238 Com. Eq (Net of Goodwill) 254,079 474,270 348,404 357,804 367,203 377,003 387,003 Total 439,017 651,208 510,342 482,542 491,941 501,741 511,741 Ratio: Long Term Debt 40.5% 26.1% 30.3% 24.4% 23.9% 23.4% 23.0% Preferred 1.6% 1.1% 1.4% 1.5% 1.5% 1.4% 1.4% Common Equity 57.9% 72.8% 68.3% 74.1% 74.6% 75.1% 75.6% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Massachusetts Electric Company Sources and Applications of Funds and Capitalization (Thousands of Dollars) Year Ended: 03/31/99 03/31/00 03/31/01 03/31/02 03/31/03 03/31/04 03/31/05 Actual Actual Estimated Estimated Estimated Estimated Estimated Beginning STD 30,300 37,325 35,725 233,000 201,200 193,800 193,500 Sources of Funds: Internal Funds 65,259 108,733 (60,675) 157,600 134,500 115,400 118,900 External Funds: Long Term Debt 25,000 0 0 0 70,000 36,000 39,000 Common Equity 274 0 0 0 0 0 0 Total External 25,274 0 0 0 70,000 36,000 39,000 Total Sources 90,533 108,733 (60,675) 157,600 204,500 151,400 157,900 Application of Funds: Construction 82,329 86,133 100,000 125,800 127,100 115,100 99,700 Retirement of Debt/Pfd 15,229 21,000 36,600 0 70,000 36,000 39,000 Total Applications 97,558 107,133 136,600 125,800 197,100 151,100 138,700 Change in STD 7,025 (1,600) 197,275 (31,800) (7,400) (300) (19,200) Ending STD 37,325 35,725 233,000 201,200 193,800 193,500 174,300 STD High Point 97,850 108,500 240,000 250,000 215,000 215,000 200,000 STD High Point without Financing --- --- 240,000 250,000 285,000 321,000 345,000 Capitalization Long Term Debt 370,000 349,000 374,000 374,000 374,000 374,000 374,000 Preferred 10,674 10,674 19,674 19,674 19,674 19,674 19,674 Com. Eq (Net of Goodwill) 520,889 754,201 508,471 528,435 551,000 575,965 600,830 Total 901,563 1,113,875 902,145 922,109 944,674 969,639 994,504 Ratio: Long Term Debt 41.0% 31.3% 41.5% 40.6% 39.6% 38.6% 37.6% Preferred 1.2% 1.0% 2.2% 2.1% 2.1% 2.0% 2.0% Common Equity 57.8% 67.7% 56.4% 57.3% 58.3% 59.6% 60.4% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% National Grid USA Service Company Sources and Applications of Funds and Capitalization (Thousands of Dollars) Year Ended: 03/31/99 03/31/00 03/31/01 03/31/02 03/31/03 03/31/04 03/31/05 Actual Actual Estimated Estimated Estimated Estimated Estimated Beginning STD 6,275 14,350 400 19,844 34,844 44,844 24,844 Sources of Funds: Cash From Billings 203,417 217,698 215,000 220,000 225,000 245,000 225,000 Total Sources 203,417 217,698 215,000 220,000 225,000 245,000 225,000 Application of Funds: Payments of Expenses and Salaries 211,492 203,748 220,000 235,000 235,000 225,000 225,000 Distributive Dividend 0 0 14,444 0 0 0 0 Total Applications 211,492 203,748 234,444 235,000 235,000 225,000 225,000 Change in STD 8,075 (13,950) 19,444 15,000 10,000 (20,000) 0 Ending STD 14,350 400 19,844 34,844 44,844 24,844 24,844 STD High Point 14,350 17,400 20,500 40,000 50,000 30,000 30,000 Capitalization Common Equity 19,444 19,444 5,000 5,000 5,000 5,000 5,000
-----END PRIVACY-ENHANCED MESSAGE-----