U-9C-3 1 u9c3q2y4.htm P/E 9/30/03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM U-9C-3



QUARTERLY REPORT PURSUANT TO RULE 58



FOR THE QUARTER ENDED
September 30, 2003



NATIONAL GRID USA


25 Research Drive, Westborough, MA 01582



NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 1 - ORGANIZATION CHART

Name of Reporting Company
Energy or Gas-Related Company
Date of Organization
State of Organization
Percentage of Voting Securities Held
Nature of Business
New England Energy Incorporated/National Grid USA
Energy
11/20/72
MA
100
New England Energy Incorporated (NEEI) participated (principally through a partnership with a nonaffiliated oil company) in domestic oil and gas exploration, development, and production and the sale to New England Power Company of fuel purchased in the open market. Effective 1/1/98, NEEI sold its oil and gas properties and ceased its participation in domestic oil and gas exploration, development, and production. This company is presently inactive.
Wayfinder Group, Inc./National Grid USA
Energy
01/13/92
MA
100
Wayfinder Group, Inc. provides energy-related products and services.

National Grid Transmission Services Corporation/National Grid USA
Energy
05/01/00
MA
100
National Grid Transmission Services Corporation's purpose is to provide technical, management, development, engineering, and other similar services relating to electric power transmission.
NEWHC, Inc./Wayfinder Group, Inc./National Grid USA
Energy
05/25/90
MA
100
On September 19, 1999, NEWHC, Inc. sold substantially all of its assets to Duperey Investments, Inc., an unaffiliated company. This company is presently inactive.

NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 1 - ORGANIZATION CHART (continued)

AEMC, L.L.C./NEES Energy, Inc./National Grid USA.
Energy
04/23/98
DE
100
AllEnergy Marketing Co., L.L.C. changed its name to AEMC, L.L.C. (AEMC) effective August 24, 2001. AEMC's principal purpose was to sell energy and provide a range of energy-related services including, but not limited to, marketing, brokering and sales of energy, audits, fuel supply, repair, maintenance, construction, design, engineering, and consulting. On January 2, 2001, AEMC completed the last of a series of sales, comprising substantially all of its business operations, to independent third parties. This company is presently inactive.












NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 1 - ORGANIZATION CHART (continued)

NeXus Energy Software, Inc./Wayfinder Group, Inc./National Grid USA
Energy
05/19/97
MA
9.9
NeXus Energy Software, Inc.'s purpose is to develop, implement, produce, market, and sell software for application in the energy conservation industry.
GridAmerica Holdings Inc./ National Grid USA
Energy
08/27/02
DE
100
GridAmerica Holdings Inc.'s purpose is to hold interests in companies that provide engineering and consulting services in connection with the participation of transmission owners in the Midwest ISO.
GridAmerica LLC/ GridAmerica Holdings Inc./ National Grid USA
Energy
08/27/02
DE
100
GridAmerica LLC's purpose is to provide engineering and consulting services in connection with the participation of transmission owners in the Midwest ISO.


NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 1 - ORGANIZATION CHART (continued)

*The following companies were indirectly acquired by National Grid USA on April 19, 2000, in connection with the merger of Eastern Utilities Associates into National Grid USA.*

Name of Reporting Company
Energy or Gas-Related Company
Date of Organization
State of Organization
Percentage of Voting Securities Held
Nature of Business
EUA Energy Investment Corp./National Grid USA
Energy
12/15/87
MA
100
EUA Energy Investment Corp. (EUA Energy) was initially formed to engage in the business of identifying, evaluating, investing in or participating in the ownership, operation and maintenance of cogeneration and small power production facilities and other energy-related or energy conservation ventures. EUA Energy does not plan to invest in any further business development opportunities and has written off its investments.
EUA Bioten, Inc./EUA Energy Investment Corp./National Grid USA
Energy
06/26/95
MA
100
EUA Bioten, Inc. was initially formed to engage in the development and commercialization of biomass-fired combustion turbine power generation facilities. Substantially all of its assets have been sold, and this company is presently inactive.
Bioten Operations, Inc./EUA Bioten, Inc./EUA Energy Investment Corp./National Grid USA
Energy
06/26/95
TN
100
Bioten Operations, Inc. held interests in a biomass commercial demonstration plant (which is a Qualifying Facility). The company sold its interests in the demonstration plant effective September 26, 2001. This company is presently inactive.
EUA FRC II Energy Associates/EUA Energy Investment Corp./National Grid USA
Energy
09/19/89
MA
100
EUA FRC II Energy Associates engaged in cogeneration projects throughout the United States. This company is presently inactive.






NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 1 - ORGANIZATION CHART (continued)

**The following companies were indirectly acquired by National Grid USA on January 31, 2002.**


Niagara Mohawk Energy, Inc./Opinac North America, Inc.,/Niagara Mohawk Holdings, Inc./National Grid USA
Energy
05/05/94
DE
100
Niagara Mohawk Energy, Inc. (NME), is an energy related services company holding a 25 percent and 26 percent ownership interest in Telergy Central LLC and Direct Global Power, respectively. Telergy Central LLC, an exempt telecommunications company (ETC), is engaged in the development, deployment and operation of a fiber optic network and telecommunications generally. Telergy Central LLC is also in liquidation, under chapter 7 of the US Bankruptcy Code. Direct Global Power is engaged in the development of photovoltaic and other renewable energy products. Niagara Mohawk Holdings, Inc. wrote off its investment in NME at the time of the merger with National Grid USA.
NM Uranium, Inc./Niagara Mohawk Power Corporation/Niagara Mohawk Holdings, Inc./National Grid USA
Energy
04/26/76
TX
100
NM Uranium, Inc. owns a 50 percent interest in a closed uranium mining facility project in Live Oak, Texas. The mine was formerly a source of fuel for Niagara Mohawk’s nuclear plants. The company is presently inactive.
Direct Global Power/Niagara Mohawk Energy, Inc./Opinac North America, Inc./ Niagara Mohawk Holdings, Inc./National Grid USA
Energy
11/01/96
DE
26
Direct Global Power is engaged in the development of photovoltaic and other renewable energy products. The Company sells proprietary solar electric products and systems. Niagara Mohawk Holdings, Inc. previously wrote off its interest in Direct Global Power.
eVionyx/Opinac North America, Inc./Niagara Mohawk Holdings, Inc./National Grid USA
Energy
08/18/95
DE
16
eVionyx is engaged in the research and development of new fuel cell and battery technology. Niagara Mohawk Holdings, Inc. wrote off its investment in eVionyx at the time of the merger with National Grid USA.


NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS


Company Issuing Security
Type of Security Issued
Principal Amount of Security
Issue Or Renewal
Cost of Capital
Person to Whom Security Was Issued
Collateral Given with Security
Consideration Received for Each Security
None








NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (cont'd.)

               (expressed in millions, rounded to hundred thousands of dollars)

Company Contributing Capital
Company Receiving Capital
Amount of Capital Contribution
National Grid USA
Wayfinder Group, Inc.
$ (0.7)
National Grid USA
National Grid Transmission Services Corp.
$(0.1)
National Grid USA (1)
GridAmerica Holdings Inc.
$ (7.3)
GridAmerica Holdings Inc. (1)
GridAmerica LLC
$ (7.4)


(1) GridAmerica LLC returned $7.4 million of capital to GridAmerica Holdings Inc., who in turn returned $7.4 million of capital to National Grid USA offset by a common stock investment of $100,000 by National Grid USA.



NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 3 - ASSOCIATE TRANSACTIONS (expressed in millions, rounded to hundred thousands of dollars)

Part I - Transactions performed by reporting companies on behalf of associate companies

Reporting Company Rendering Services
Associate Company Receiving Services
Types of Services Rendered
Direct Costs Charged
Indirect Costs Charged
Cost of Capital
Total Amount Billed
None








Part II - Transactions performed by associate companies on behalf of reporting companies

Associate Company Rendering Services
Reporting Company Receiving Services
Types of Services Rendered
Direct Costs Charged
Indirect Costs Charged
Cost of Capital
Total Amount Billed
National Grid USA Service Co., Inc.
EUA Energy Investment Corporation
Miscellaneous (2)
(1)
(1)
(1)
National Grid USA Service Co., Inc.

National Grid Transmission Services Corp.
Miscellaneous (2)
(1)
(1)
(1)
National Grid USA Service Co., Inc.
Wayfinder Group, Inc.
Miscellaneous (2)
(1)
(1)
(1)
National Grid USA Service Co., Inc.
GridAmerica Holdings Inc.
Management Executive and Admininistrative (3)
(3)
(3)
.6
National Grid USA Service Co., Inc.
GridAmerica Holdings Inc.
Legal (3)
(3)
(3)
.3
National Grid USA Service Co., Inc
GridAmerica Holdings Inc.
Miscellaneous(3) (4)
(3) (4)
(3) (4)
.1

(1) Amounts are below $100,000.
(2) Represents administrative services totaling less than $100,000 in aggregate.
(3) Represents costs that are expected to be reimbursed by the Midwest ISO.
(4) Represents various miscellaneous administrative services, each totaling less than $100,000.




NATIONAL GRID USA
At September 30, 2003

ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

                (expressed in millions, rounded to hundred thousands of dollars)

Investment in energy-related companies:


Total consolidated capitalization as of September 30, 2003
$12,823.1
(1) line 1
Total capitalization multiplied by 15 percent
(line 1 multiplied by 0.15)
1,923.5
line 2
Greater of $50 million or line 2
1,923.5
line 3
Total current aggregate investment:
(categorized by major line of energy-related business)


Energy-related consulting services
$ (0.2)

Energy software
2.2

Ownership, operation, and maintenance of Qualifying Facilities
28.8

Total current aggregate investment
$ 30.8
line 4
Difference between the greater of $50 million or 15 percent of capitalization and the total aggregate investment of the registered holding company system


(line 3 less line 4)
$1,892.7
line 5


(1) Consolidated capitalization includes total common equity, cumulative preferred stock, long-term debt (including long-term debt due within one year), and short-term debt.


NATIONAL GRID USA
For The Quarter Ended September 30, 2003

ITEM 5 - OTHER INVESTMENTS

                 (expressed in millions, rounded to hundred thousands of dollars)

Major Line or Energy-Related Business
Other Investment in Last U-9C-3 Report
Other Investment in This U-9C-3 Report
Reason for Difference in Other Investment
Energy-related consulting services
$8.0
$ 8.0
Ownership, operation, and maintenance of Qualifying Facilities
$26.7
$26.7

Investments for these reporting entities prior to March 1997 were excluded from aggregate investment in Item 4.


ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

(A)
Exhibits

10(g)
Certificate stating that a copy of the report for the previous quarter has been filed with interested state commissions.
(B)
Financial Statements*

1-A
National Grid USA and Subsidiaries Statements of Consolidated Income for the quarter and six months ended September 30, 2003

1-B
National Grid USA and Subsidiaries Consolidated Balance Sheet at September 30, 2003

2-A
Wayfinder Group, Inc. Balance Sheet at September 30, 2003

3-A
National Grid Transmission Services Corporation Balance Sheet at September 30, 2003

4-A
EUA Energy Investment Corporation Statements of Income for the quarter and six months ended September 30, 2003

4-B
EUA Energy Investment Corporation Balance Sheet at September 30, 2003

5-A
GridAmerica Holdings Inc. Statements of Income for the quarter and six months ended September 30, 2003

5-B
GridAmerica Holdings Inc. Balance Sheet at September 30, 2003

6-A
GridAmerica LLC Statements of Income for the quarter and six months ended September 30, 2003

6-B
GridAmerica LLC Balance Sheet at September 30, 2003
(C)
Notes

(1)
Financial statements for NeXus Energy Software, Inc., Direct Global Power, and eVionyx are not provided as the ownership interest in each of the entities is less than 50 percent and such financial statements are not available as of the filing date. Additionally, Niagara Mohawk Holdings, Inc. wrote off its investments in Direct Global Power and eVionyx at the time of the merger with National Grid USA.

(2)
All National Grid Transmission Services Corporation and Wayfinder Group, Inc. Income Statement line item actuals round to less than $100,000; accordingly, an Income Statement is not reported for these companies.

(3)
NEEI, NEWHC, Inc., AEMC, L.L.C., EUA Bioten, Inc., Bioten Operations, Inc., EUA FRC II Energy Associates, and NM Uranium, Inc. are inactive companies and therefore no financial statements are provided. Niagara Mohawk Holdings, Inc. wrote off its investments in Niagara Mohawk Energy, Inc. at the time of the merger with National Grid USA, and therefore does not maintain financial statements for Niagara Mohawk Energy, Inc. Niagara Mohawk Energy Inc. is inactive, holding only its interest in Telergy Central LLC and Direct Global Power.

* Financial Statements are being filed separately pursuant to a request for confidential treatment.



SIGNATURE

Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this report to be signed on its behalf by the undersigned officer thereunto duly authorized.


NATIONAL GRID USA

By: s/ John G. Cochrane
                                                                                     
John G. Cochrane, Senior Vice President, Treasurer,
Chief Financial Officer

Date: November 26, 2003





EXHIBIT INDEX

Exhibit No.
Description
Page
10(g)
Certificate stating that a copy of the report for the previous quarter has been filed with interested state commissions.
Filed Herewith



Financial Statement No.
Description
Page
1-A
National Grid USA and Subsidiaries Statements of Consolidated Income for the quarter and six months September 30, 2003
Filed Separately
1-B
National Grid USA and Subsidiaries Consolidated Balance Sheet at September 30, 2003
Filed Separately
2-A
Wayfinder Group, Inc. Balance Sheet at
September 30, 2003
Filed Separately
3-A
National Grid Transmission Services Corporation Balance Sheet at September 30, 2003
Filed Separately
4-A
EUA Energy Investment Corporation Statements of Income for the quarter and six months ended September 30, 2003
Filed Separately
4-B
EUA Energy Investment Corporation Balance Sheet at September 30, 2003
Filed Separately
5-A
GridAmerica Holdings Inc. Statements of Income for the quarter and six months ended September 30, 2003
Filed Separately
5-B
GridAmerica Holdings Inc. Balance Sheet at September 30, 2003
Filed Separately
6-A
GridAmerica LLC Statements of Income for the quarter and six months ended September 30, 2003
Filed Separately
6-B
GridAmerica LLC Balance Sheet at September 30, 2003
Filed Separately
Note: Financial Statements are being filed separately pursuant to a request for confidential treatment.


CERTIFICATE

A copy of the Form U-9C-3 report for the previous quarter (quarter ended June 30, 2003) has been filed with the interested state commissions in accordance with Rule 58 under the Public Utility Holding Company Act of 1935.

The names and addresses of such state commissions are as follows:

Mary L. Cottrell, Secretary
Massachusetts Department of
Telecommunications and Energy
1 South Station, 2nd Floor
Boston, MA 02110

Ms. Debra Howland
Assistant Executive Director
New Hampshire Public Utilities Commission
8 Old Suncook Road
Concord, New Hampshire 03301

Hon. Janet Hand Deixler, Secretary
State of New York
Public Service Commission
Three Empire State Plaza, 19th Floor
Albany, NY 12223-1350

Mrs. Luly Massaro, Clerk
Rhode Island Public Utilities Commission
89 Jefferson Boulevard
Warwick, Rhode Island 02888-1046


SIGNATURE

NATIONAL GRID USA

By: s/ John G. Cochrane
                                                                
Name: John G. Cochrane
Title: Senior Vice President, Treasurer,
Chief Financial Officer

Date: November 26, 2003