-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RnrPaEGTHvK760j2wgvEwxpUyLFZSIOc1U4LHLn2HVC1iLTEaxYbCpqw5JKycpWr GcavOQ7ZHqnqrRII29jBEQ== 0000071297-94-000046.txt : 19941024 0000071297-94-000046.hdr.sgml : 19941024 ACCESSION NUMBER: 0000071297-94-000046 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 19941021 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08497 FILM NUMBER: 94554361 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 U-1 1 File No. 70- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM (Name of company filing this statement) 25 Research Drive, Westborough, Massachusetts 01582 (Address of principal executive offices) NEW ENGLAND ELECTRIC SYSTEM Name of top registered holding company parent of the participating companies herein) Michael E. Jesanis Robert King Wulff Treasurer Corporation Counsel 25 Research Drive 25 Research Drive Westborough, MA 01582 Westborough, MA 01582 (Names and addresses of agents for service) Item 1. Description of Proposed Transactions ------------------------------------ New England Power Company (NEP), Massachusetts Electric Company (Mass. Electric), The Narragansett Electric Company (Narragansett), and Granite State Electric Company (Granite) are wholly owned subsidiaries of New England Electric System (NEES), a holding company registered under the Public Utility Holding Company Act of 1935 (the 1935 Act). Mass. Electric, Narragansett, and Granite are retail electric utilities incorporated and doing business in Massachusetts, Rhode Island, and New Hampshire, respectively. NEP is a wholesale electric generation and transmission utility and supplies the majority of the electricity needs for these affiliates. NEES proposes to make, from time to time through December 31, 1996, one or more capital contributions to NEP, Mass. Electric, Narragansett, and Granite, not to exceed an aggregate of $50 million in each case for NEP, Mass. Electric, and Narragansett, and $3 million for Granite. NEP, Mass. Electric, Narragansett, and Granite will credit their capital contributions to "Other Paid-In Capital", and NEES will record such capital contributions as "Investments in Subsidiaries, Consolidated." NEES will obtain the funds for such capital contributions from dividends paid to it by its subsidiaries, repayment of notes from subsidiaries or through short-term borrowings. By Order of the Commission dated December 11, 1992 (HCAR No. 25701) and Supplemental Order of the Commission dated June 18, 1993 (HCAR No. 25832), NEES was granted authority to make capital contributions through December 31, 1994. The authority of the new order by which NEES intends to make the capital contributions as proposed above shall commence on January 1, 1995. NEP, Mass. Electric, Narragansett, and Granite will apply the funds received from the capital contributions toward the cost of, or the reimbursement of the treasury for, or the payment of short-term borrowings incurred for, retirement of outstanding general and refunding and first mortgage bonds and preferred stock, capitalizable additions and improvements to plant and property, or other corporate purposes. Forecasts of 1995-1996 construction expenditures, excluding allowance for funds used during construction, indicate that NEP will invest approximately $280 million, Mass. Electric will invest approximately $205 million, Narragansett will invest approximately $100 million, and Granite will invest approximately $9 million for such purposes. In the aggregate, approximately 70% of the four companies' construction expenditures are expected to be financed internally. The balance of construction expenditures will need to be funded from external sources, including the proposed capital contributions. Neither NEES nor any of its subsidiaries has an ownership interest in an exempt wholesale generator (EWG) or a foreign utility company (FUCO) as defined in Sections 32 and 33 of the 1935 Act. Further, none of the capital contributions will be used for the acquisition of an interest in an EWG or a FUCO. Additionally, neither NEES nor any of its subsidiaries is or will be, as a consequence of the proposed transactions, a party to, or has any rights under, a service, sales, or construction agreement with an EWG or a FUCO. Item 2. Fees, Commissions, and Expenses ------------------------------- There are no fees or commissions to be paid in connection with the proposed transactions other than the fee for filing this Application/ Declaration under the 1935 Act of $2,000; incidental services will be performed by New England Power Service Company at the actual cost thereof. The cost of such services is estimated not to exceed $1,000. New England Power Service Company is an affiliated service company operating pursuant to Section 13 of the 1935 Act and the Commission's rules thereunder. Item 3. Applicable Statutory Provisions ------------------------------- NEES considers that the proposed capital contributions are subject to the provisions of Section 12 of the 1935 Act and Rule 45 thereunder. Item 4. Regulatory Approval ------------------- No action by any state or federal commission (other than the Securities and Exchange Commission) is necessary to carry out the proposed transactions. Item 5. Procedure --------- It is requested that the Commission take action with respect to this Application/Declaration without a hearing being held and that this statement become effective and be granted on or before December 1, 1994, or as soon thereafter as possible. NEES (i) does not request a recommended decision by a hearing officer, (ii) does not request a recommended decision by any other responsible officer of the Commission, (iii) hereby specifies that the Division of Investment Management may assist in the preparation of the Commission's decision, and (iv) hereby requests 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 --------------------------------- (a) Exhibits * F Opinion of Counsel G Proposed Form of Notice (b) Financial Statements 1-a Balance Sheet of NEES at June 30, 1994, actual and pro-forma 1-b Statement of Income and Retained Earnings for NEES for twelve months ended June 30, 1994** 2-a Balance Sheet of New England Power Company at June 30, 1994, actual and pro-forma 2-b Statement of Income and Retained Earnings for New England Power Company for twelve months ended June 30, 1994** 3-a Balance Sheet of Massachusetts Electric Company at June 30, 1994, actual and pro-forma 3-b Statement of Income and Retained Earnings for Massachusetts Electric Company for twelve months ended June 30, 1994** 4-a Balance Sheet of The Narragansett Electric Company at June 30, 1994, actual and pro-forma 4-b Statement of Income and Retained Earnings for The Narragansett Electric Company for twelve months ended June 30, 1994** 5-a Balance Sheet of Granite State Electric Company at June 30, 1994, actual and pro-forma 5-b Statement of Income and Retained Earnings for Granite State Electric Company for twelve months ended June 30, 1994** 6-a Consolidated Balance Sheet of NEES and subsidiaries at June 30, 1994, actual** 6-b Statement of Consolidated Income and Retained Earnings of NEES and subsidiaries, for twelve months ended June 30, 1994** * To be supplied by amendment. ** The proposed transactions will have no material effect on the Income Statements of NEES, its subsidiaries, and of NEES and subsidiaries consolidated, nor will it have effect on the Balance Sheet of NEES and subsidiaries consolidated; therefore, pro-forma statements have been omitted. There were no material events, not in the ordinary course of business, since the date of the balance sheets. Item 7. Information as to Environmental Effects --------------------------------------- The proposed transaction does not involve a major federal action significantly affecting the quality of the human environment. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Application/Declaration to be signed on its behalf, as indicated, by the undersigned officer thereunto duly authorized by such company. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By______________________________ Michael E. Jesanis Treasurer Date: October 21, 1994 The name "New England Electric System" means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of the Commonwealth of Massachusetts. Any agreement, obligation or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefor. EX-99 2 EXHIBIT AND FINANCIAL STATEMENT INDEX Exhibit No. Description Page - ----------- ----------- ---- F Opinion of Counsel To be filed by amendment G Proposed Form of Notice Filed herewith Financial Statement No. - ------------- 1-a Balance Sheet of NEES at June 30, Filed herewith 1994, actual and pro-forma 1-b Statement of Income and Retained Filed herewith Earnings for NEES for twelve months ended June 30, 1994 2-a Balance Sheet of New England Power Filed herewith Company at June 30, 1994, actual and pro-forma 2-b Statement of Income and Retained Filed herewith Earnings for New England Power Company for twelve months ended June 30, 1994 3-a Balance Sheet of Massachusetts Electric Filed herewith Company at June 30, 1994, actual and pro-forma 3-b Statement of Income and Retained Earnings Filed herewith for Massachusetts Electric Company for twelve months ended June 30, 1994 4-a Balance Sheet of The Narragansett Electric Filed herewith Company at June 30, 1994, actual and pro-forma 4-b Statement of Income and Retained Earnings Filed herewith for The Narragansett Electric Company for twelve months ended June 30, 1994 5-a Balance Sheet of Granite State Electric Filed herewith Company at June 30, 1994, actual and pro-forma 5-b Statement of Income and Retained Earnings Filed herewith for Granite State Electric Company for twelve months ended June 30, 1994 6-a Consolidated Balance Sheet of NEES and Filed herewith subsidiaries at June 30, 1994, actual 6-b Statement of Consolidated Income and Filed herewith Retained Earnings of NEES and subsidiaries, for twelve months ended June 30, 1994 EX-99 3 EXHIBIT G Exhibit G PROPOSED FORM OF NOTICE ----------------------- New England Electric System (NEES), a registered holding company, has filed an application/declaration with this Commission pursuant to Section 12 of the Public Utility Holding Company Act of 1935 (the Act) and the Commission's rules thereunder. NEES proposes to make, from time to time through December 31, 1996, one or more capital contributions to New England Power Company (New England Power), Massachusetts Electric Company (Mass. Electric), the Narragansett Electric Company (Narragansett), and Granite State Electric Company (Granite), not to exceed an aggregate of $50 million in each case for New England Power, Mass. Electric, and Narragansett, and $3 million for Granite. New England Power, Mass. Electric, Narragansett, and Granite will credit their capital contributions to "Other Paid-In Capital," and NEES will record such capital contributions as "Investments in Subsidiaries, Consolidated." The proposed capital contributions will permit New England Power, Mass. Electric, Narragansett, and Granite to raise funds while maintaining appropriate balances of debt and equity. EX-99 4 FINANCIAL STATEMENT 1-A Financial Statement 1-a Page 1 of 2 NEW ENGLAND ELECTRIC SYSTEM (Parent Company Only) Balance Sheet At June 30, 1994 (Actual and Pro Forma) (Unaudited) ASSETS ------
Actual Adjustments Pro Forma ------ ----------- --------- (In Thousands) Investments: Common stocks of subsidiaries, at equity $1,508,845 $153,000 $1,661,845 Notes of subsidiaries 51,894 51,894 Other investments 657 657 ---------- -------- ---------- Total investments 1,561,396 153,000 1,714,396 ---------- -------- ---------- Current assets: Cash 33 33 Temporary cash investments - subsidiary company 3,100 (3,100) Interest, dividends and accounts receivable (including $32,550,000 from subsidiaries) 32,622 (32,622) Other current assets 30 30 ---------- -------- ---------- Total current assets 35,785 (35,722) 63 ---------- -------- ---------- Deferred federal income taxes 2,215 2,215 ---------- -------- ---------- $1,599,396 $117,278 $1,716,674 ========== ======== ========== CAPITALIZATION AND LIABILITIES ------------------------------ Common share equity: Common shares, par value $1 per share: Authorized - 150,000,000 shares Outstanding - 64,969,652 shares $ 64,970 $ 64,970 Paid-in capital 736,567 736,567 Retained earnings (including $565,695,000 of undistributed subsidiary earnings) 757,192 757,192 ---------- -------- ---------- Total common share equity 1,558,729 1,558,729 ---------- -------- ---------- Current liabilities: Short-term debt $117,278 117,278 Accounts payable (including $211,000 to subsidiaries) 1,094 1,094 Other accrued expenses 500 500 Dividends payable 33,110 33,110 ---------- -------- ---------- Total current liabilities 34,704 117,278 151,982 ---------- -------- ---------- Deferred credits 5,963 5,963 ---------- -------- ---------- $1,599,396 $117,278 $1,716,674 ========== ======== ==========
Financial Statement 1-a Page 2 of 2 NEW ENGLAND ELECTRIC SYSTEM (Parent Company Only) The pro forma adjustments to show the estimated effect of the proposed transactions on the foregoing Balance Sheet at June 30, 1994 are as follows: Debit - Common stock of subsidiaries, at equity $153,000,000 Credit - Temporary cash investments - subsidiary company $ 3,100,000 Interest, dividends and accounts receivable $ 32,622,000 Short-term debt $117,278,000 To reflect (1) a capital contribution from New England Electric System in the amount of $50 million each to New England Power Company, Massachusetts Electric Company and The Narragansett Electric Company, and $3 million to Granite State Electric Company and (2) the funding of this contribution through the utilization of (i) temporary cash investments and (ii) interest, dividends and accounts receivable, and the incurrence of short-term debt. EX-99 5 FINANCIAL STATEMENT 1-B Financial Statement 1-b NEW ENGLAND ELECTRIC SYSTEM (Parent Company Only) Statement of Income Twelve Months Ended June 30, 1994 (Unaudited) (In Thousands) Equity in earnings of subsidiaries $ 209,496 Interest income - subsidiaries 308 --------- Total income from subsidiaries 209,804 Other income 109 --------- Total income 209,913 Corporate and fiscal expenses (includes $1,827,000 for cost of services billed by an affiliated company) (17,553) Federal income taxes 6,986 --------- Income before interest 220,480 Interest 132 --------- Net income $ 220,348 ========= Statement of Retained Earnings Retained earnings at beginning of period $ 685,398 Net income 220,348 Dividends declared on common shares (146,507) Premium on redemption of preferred stock of subsidiaries (2,047) --------- Retained earnings at end of period $ 757,192 ========= EX-99 6 FINANCIAL STATEMENT 2-A Financial Statement 2-a Page 1 of 2 NEW ENGLAND POWER COMPANY Balance Sheet At June 30, 1994 (Actual and Pro Forma) (Unaudited) ASSETS ------
Actual Adjustments Pro Forma ------ ----------- --------- (In Thousands) Utility plant, at original cost $2,481,790 $2,481,790 Less accumulated provisions for depreciation and amortization 975,099 975,099 ---------- -------- ---------- 1,506,691 1,506,691 Net investment in Seabrook 1 under rate settlement 71,683 71,683 Construction work in progress 249,841 249,841 ---------- -------- ---------- Net utility plant 1,828,215 1,828,215 ---------- -------- ---------- Investments: Nuclear power companies, at equity 46,727 46,727 Nonutility property and other investments, at cost 19,932 19,932 ---------- -------- ---------- Total investments 66,659 66,659 ---------- -------- ---------- Current assets: Cash 1,710 1,710 Accounts receivable, principally from sales of electric energy: Affiliated companies 192,914 192,914 Others 62,446 62,446 Fuel, materials and supplies, at average cost 64,964 64,964 Prepaid and other current assets 27,692 27,692 ---------- -------- ---------- Total current assets 349,726 349,726 ---------- -------- ---------- Accrued Yankee Atomic costs 91,520 91,520 Deferred charges and other assets 162,679 162,679 ---------- -------- ---------- $2,498,799 $2,498,799 ========== ======== ========== CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock, par value $20 per share, authorized and outstanding 6,449,896 shares $ 128,998 $ 128,998 Premiums on capital stocks 86,829 86,829 Other paid-in capital 288,000 $ 50,000 338,000 Retained earnings 374,651 374,651 ---------- -------- ---------- Total common equity 878,478 50,000 928,478 Cumulative preferred stock, par value $100 per share 60,516 60,516 Long-term debt 667,535 667,535 ---------- -------- ---------- Total capitalization 1,606,529 50,000 1,656,529 ---------- -------- ---------- Current liabilities: Short-term debt (including $12,475,000 to affiliates) 84,150 (50,000) 34,150 Accounts payable (including $58,581,000 to affiliates) 161,860 161,860 Accrued liabilities: Taxes 15,102 15,102 Interest 10,039 10,039 Other accrued expenses 13,889 13,889 Dividends payable 21,820 21,820 ---------- -------- ---------- Total current liabilities 306,860 $(50,000) 256,860 ---------- -------- ---------- Deferred federal and state income taxes 348,324 348,324 Unamortized investment tax credits 61,658 61,658 Accrued Yankee Atomic costs 91,520 91,520 Other reserves and deferred credits 83,908 83,908 ---------- -------- ---------- $2,498,799 $2,498,799 ========== ======== ==========
Financial Statement 2-a Page 2 of 2 NEW ENGLAND POWER COMPANY The pro forma adjustments to show the estimated effect of the proposed transactions on the foregoing Balance Sheet at June 30, 1994 are as follows: Debit - Short-term debt $50,000,000 Credit - Other paid-in capital $50,000,000 To reflect (1) a $50,000,000 capital contribution from the parent, New England Electric System and (2) the utilization of the proceeds from the capital contribution for the repayment of outstanding short-term debt. EX-99 7 FINANCIAL STATEMENT 2-B Financial Statement 2-b NEW ENGLAND POWER COMPANY Statement of Income Twelve Months Ended June 30, 1994 (Unaudited) (In Thousands) Operating revenue, principally from affiliates $1,548,881 ---------- Operating expenses: Fuel for generation 281,375 Purchased electric energy 506,466 Other operation 184,927 Maintenance 104,533 Depreciation and amortization 133,937 Taxes, other than income taxes 53,482 Income taxes 100,065 ---------- Total operating expenses 1,364,785 ---------- Operating income 184,096 Other income: Allowance for equity funds used during construction 5,813 Equity in income of nuclear power companies 5,441 Other income (expense) - net (2,449) ---------- Operating and other income 192,901 ---------- Interest: Interest on long-term debt 40,818 Other interest 5,524 Allowance for borrowed funds used during construction - credit (3,246) ---------- Total interest 43,096 ---------- Net income $ 149,805 ========== Statement of Retained Earnings Retained earnings at beginning of period $ 306,926 Net income 149,805 Dividends declared on cumulative preferred stock (3,811) Dividends declared on common stock (77,399) Premium on redemption of preferred stock (870) ---------- Retained earnings at end of period $ 374,651 ========== EX-99 8 FINANCIAL STATEMENT 3-A Financial Statement 3-a Page 1 of 2 MASSACHUSETTS ELECTRIC COMPANY Balance Sheet At June 30, 1994 (Actual and Pro Forma) (Unaudited) ASSETS ------
Actual Adjustments Pro forma ------ ----------- --------- (In Thousands) Utility plant, at original cost $1,308,853 $1,308,853 Less accumulated provisions for depreciation 363,456 363,456 ---------- -------- ---------- 945,397 945,397 Construction work in progress 23,068 $ 12,755 35,823 ---------- -------- ---------- Net utility plant 968,465 12,755 981,220 ---------- -------- ---------- Current assets: Cash 676 676 Accounts receivable: From sales of electric energy 134,945 134,945 Other (including $1,780,000 from affiliates) 14,994 14,994 Less reserves for doubtful accounts 13,077 13,077 ---------- -------- ---------- 136,862 136,862 Unbilled revenues 40,800 40,800 Materials and supplies, at average cost 12,846 12,846 Prepaid and other current assets 15,045 15,045 ---------- -------- ---------- Total current assets 206,229 206,229 ---------- -------- ---------- Deferred charges and other assets 57,768 57,768 ---------- -------- ---------- $1,232,462 $ 12,755 $1,245,217 ========== ======== ========== CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock, par value $25 per share, authorized and outstanding 2,398,111 shares $ 59,953 $ 59,953 Premiums on capital stocks 45,862 45,862 Other paid-in capital 141,310 $ 50,000 191,310 Retained earnings 138,317 138,317 ---------- -------- ---------- Total common equity 385,442 50,000 435,442 Cumulative preferred stock 50,000 50,000 Long-term debt 259,651 259,651 ---------- -------- ---------- Total capitalization 695,093 50,000 745,093 ---------- -------- ---------- Current liabilities: Long-term debt due within one year 25,000 25,000 Short-term debt (including $12,475,000 to affiliates) 37,245 (37,245) Accounts payable (including $149,078,000 to affiliates) 160,144 160,144 Accrued liabilities: Taxes 4,148 4,148 Interest 7,500 7,500 Other accrued expenses 65,000 65,000 Customer deposits 5,372 5,372 Dividends payable 7,373 7,373 ---------- -------- ---------- Total current liabilities 311,782 (37,245) 274,537 ---------- -------- ---------- Deferred federal and state income taxes 151,041 151,041 Unamortized investment tax credits 19,430 19,430 Other reserves and deferred credits 55,116 55,116 ---------- -------- ---------- $1,232,462 $ 12,755 $1,245,217 ========== ======== ==========
Financial Statement 3-a Page 2 of 2 MASSACHUSETTS ELECTRIC COMPANY The pro forma adjustments to show the estimated effect of the proposed transactions on the foregoing Balance Sheet at June 30, 1994 are as follows: Debit - Construction work in progress $12,755,000 Short-term debt $37,245,000 Credit - Other paid-in capital $50,000,000 To reflect (1) a $50,000,000 capital contribution from the parent, New England Electric System and (2) the utilization of the proceeds from the capital contribution for the repayment of outstanding short-term debt and the payment of construction expenditures. EX-99 9 FINANCIAL STATEMENT 3-B Financial Statement 3-b MASSACHUSETTS ELECTRIC COMPANY Statement of Income Twelve Months Ended June 30, 1994 (Unaudited) (In Thousands) Operating revenue $1,471,405 ---------- Operating expenses: Purchased electric energy, principally from New England Power Company, an affiliate 1,086,203 Other operation 202,601 Maintenance 25,508 Depreciation 41,698 Taxes, other than income taxes 27,489 Income taxes 21,545 ---------- Total operating expenses 1,405,044 ---------- Operating income 66,361 Other income: Other income (expense) - net (890) ---------- Operating and other income 65,471 ---------- Interest: Interest on long-term debt 21,435 Other interest 4,673 Allowance for borrowed funds used during construction - credit (286) ---------- Total interest 25,822 ---------- Net income $ 39,649 ========== Statement of Retained Earnings Retained earnings at beginning of period $ 123,481 Net income 39,649 Dividends declared on cumulative preferred stock (3,614) Dividends declared on common stock (20,383) Premium on redemption of preferred stock (816) ---------- Retained earnings at end of period $ 138,317 ========== EX-99 10 FINANCIAL STATEMENT 4-A Financial Statement 4-a Page 1 of 2 THE NARRAGANSETT ELECTRIC COMPANY Balance Sheet At June 30, 1994 (Actual and Pro Forma) (Unaudited) ASSETS ------
Actual Adjustments Pro forma ------ ----------- --------- (In Thousands) Utility plant, at original cost $547,063 $547,063 Less accumulated provisions for depreciation 162,929 162,929 -------- -------- -------- 384,134 384,134 Construction work in progress 65,417 $ 34,550 99,967 -------- -------- -------- Net utility plant 449,551 34,550 484,101 -------- -------- -------- Current assets: Cash 1,425 1,425 Accounts receivable: From sales of electric energy 49,288 49,288 Other (including $5,368,000 from affiliates) 12,749 12,749 Less reserves for doubtful accounts 4,165 4,165 -------- -------- -------- 57,872 57,872 Fuel, materials and supplies, at average cost 7,181 7,181 Prepaid and other current assets 10,060 10,060 -------- -------- -------- Total current assets 76,538 76,538 -------- -------- -------- Deferred charges and other assets 53,784 53,784 -------- -------- -------- $579,873 $ 34,550 $614,423 ======== ======== ======== CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock, par value $50 per share, authorized and outstanding 1,132,487 shares $ 56,624 $ 56,624 Premiums on preferred stocks 170 170 Other paid-in capital 45,000 $ 50,000 95,000 Retained earnings 84,755 84,755 -------- -------- -------- Total common equity 186,549 50,000 236,549 Cumulative preferred stock 36,500 36,500 Long-term debt 173,905 173,905 -------- -------- -------- Total capitalization 396,954 50,000 446,954 -------- -------- -------- Current liabilities: Short-term debt to affiliates 15,450 (15,450) Accounts payable (including $45,663,000 to affiliates) 52,909 52,909 Accrued liabilities: Taxes 2,250 2,250 Interest 5,211 5,211 Other accrued expenses 16,963 16,963 Customer deposits 5,514 5,514 Dividends payable 1,102 1,102 -------- -------- -------- Total current liabilities 99,399 (15,450) 83,949 -------- -------- -------- Deferred federal income taxes 62,662 62,662 Unamortized investment tax credits 8,772 8,772 Other reserves and deferred credits 12,086 12,086 -------- -------- -------- $579,873 $ 34,550 $614,423 ======== ======== ========
Financial Statement 4-a Page 2 of 2 THE NARRAGANSETT ELECTRIC COMPANY The pro forma adjustments to show the estimated effect of the proposed transaction on the foregoing Balance Sheet at June 30, 1994 are as follows: Debit - Construction work in progress $34,550,000 Short-term debt to affiliates $15,450,000 Credit - Other paid-in capital $50,000,000 To reflect (1) a $50,000,000 capital contribution from the parent, New England Electric System and (2) the utilization of the proceeds from the capital contribution for the repayment of outstanding short-term debt to affiliates and the payment of construction expenditures. EX-99 11 FINANCIAL STATEMENT 4-B Financial Statement 4-b THE NARRAGANSETT ELECTRIC COMPANY Statement of Income Twelve Months Ended June 30, 1994 (Unaudited) (In Thousands) Operating revenue $480,613 -------- Operating expenses: Fuel for generation 245 Purchased electric energy, principally from New England Power Company, an affiliate 306,474 Other operation 70,825 Maintenance 11,584 Depreciation 21,900 Taxes, other than federal income taxes 36,031 Federal income taxes 4,025 -------- Total operating expenses 451,084 -------- Operating income 29,529 Other income: Allowance for equity funds used during construction 1,005 Other income (expense) - net (646) -------- Operating and other income 29,888 -------- Interest: Interest on long-term debt 13,336 Other interest 2,325 Allowance for borrowed funds used during construction - credit (1,054) -------- Total interest 14,607 -------- Net income $ 15,281 ======== Statement of Retained Earnings Retained earnings at beginning of period $ 74,326 Net income 15,281 Dividends declared on cumulative preferred stock (2,226) Dividends declared on common stock (2,265) Premium on redemption of preferred stock (361) -------- Retained earnings at end of period $ 84,755 ======== EX-99 12 FINANCIAL STATEMENT 5-A Financial Statement 5-a Page 1 of 2 GRANITE STATE ELECTRIC COMPANY Balance Sheet At June 30, 1994 (Actual and Pro Forma) (Unaudited) ASSETS ------
Actual Adjustments Pro forma ------ ----------- --------- (In Thousands) Utility plant, at original cost $58,340 $58,340 Less accumulated provisions for depreciation 15,195 15,195 ------- ------ ------- 43,145 43,145 Construction work in progress 1,051 $3,000 4,051 ------- ------ ------- Net utility plant 44,196 3,000 47,196 ------- ------ ------- Current assets: Cash and temporary cash investments (including $1,225,000 with affiliated companies) 1,440 1,440 Accounts receivable: From sales of electric energy 5,058 5,058 Other (including $50,000 from affiliates) 104 104 Less reserves for doubtful accounts 254 254 ------- ------ ------- 4,908 4,908 Materials and supplies, at average cost 367 367 Prepaid and other current assets 277 277 ------- ------ ------- Total current assets 6,992 6,992 ------- ------ ------- Deferred charges and other assets 1,601 1,601 ------- ------ ------- $52,789 $3,000 $55,789 ======= ====== ======= CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock, par value $100 per share, authorized and outstanding 60,400 shares $ 6,040 $ 6,040 Other paid-in capital 4,000 $3,000 7,000 Retained earnings 7,859 7,859 ------- ------ ------- Total common equity 17,899 3,000 20,899 Long-term notes 14,000 14,000 ------- ------ ------- Total capitalization 31,899 3,000 34,899 ------- ------ ------- Current liabilities: Long-term notes due within one year 1,400 1,400 Accounts payable (including $6,661,000 to affiliates) 7,259 7,259 Other accrued expenses 5,628 5,628 Customer deposits 793 793 Dividends payable 60 60 ------- ------ ------- Total current liabilities 15,140 15,140 ------- ------ ------- Deferred federal income taxes 2,839 2,839 Unamortized investment tax credits 1,119 1,119 Other reserves and deferred credits 1,792 1,792 ------- ------ ------- $52,789 $3,000 $55,789 ======= ======= =======
Financial Statement 5-a Page 2 of 2 GRANITE STATE ELECTRIC COMPANY The pro forma adjustments to show the estimated effect of the proposed transaction on the foregoing Balance Sheet at June 30, 1994 are as follows: Debit - Construction work in progress $3,000,000 Credit - Other paid-in capital $3,000,000 To reflect (1) a $3,000,000 capital contribution from the parent company, New England Electric System and (2) the utilization of the proceeds from the capital contribution for the payment of construction expenditures. EX-99 13 FINANCIAL STATEMENT 5-B Financial Statement 5-b GRANITE STATE ELECTRIC COMPANY Statement of Income Twelve Months Ended June 30, 1994 (Unaudited) (In Thousands) Operating revenue $63,786 ------- Operating expenses: Purchased electric energy, principally from New England Power Company, an affiliate 45,440 Other operation 9,373 Maintenance 1,422 Depreciation 1,899 Taxes, other than federal income 1,741 Federal income taxes 632 ------- Total operating expenses 60,507 ------- Operating income 3,279 Other income (expense) - net, including related taxes (113) ------- Operating and other income 3,166 ------- Interest: Interest on long-term notes 1,350 Other interest 365 Allowance for borrowed funds used during construction - (credit) (7) ------- Total interest 1,708 ------- Net income $ 1,458 ======= Statement of Retained Earnings Retained earnings at beginning of period $ 6,763 Net income 1,458 Dividends declared on common stock (362) ------- Retained earnings at end of period $ 7,859 ======= EX-99 14 FINANCIAL STATEMENT 6-A Financial Statement 6-a NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES Consolidated Balance Sheet At June 30, 1994 (Unaudited) ASSETS ------ (In Thousands) Utility plant, at original cost $4,759,611 Less accumulated provisions for depreciation and amortization 1,567,715 ---------- 3,191,896 Net investment in Seabrook 1 under rate settlement 71,683 Construction work in progress 339,377 ---------- Net utility plant 3,602,956 ---------- Oil and gas properties, at full cost 1,233,835 Less accumulated provision for amortization 928,995 ---------- Net oil and gas properties 304,840 ---------- Investments: Nuclear power companies, at equity 46,727 Other subsidiaries, at equity 43,388 Other investments, at cost 33,623 ---------- Total investments 123,738 ---------- Current assets: Cash 4,370 Accounts receivable, less reserves of $17,496,000 256,842 Unbilled revenues 40,800 Fuel, materials and supplies, at average cost 88,194 Prepaid and other current assets 58,688 ---------- Total current assets 448,894 ---------- Accrued Yankee Atomic costs 91,520 Deferred charges and other assets 293,428 ---------- $4,865,376 ========== CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common share equity: Common shares, par value $1 per share: Authorized - 150,000,000 shares Outstanding - 64,969,652 shares $ 64,970 Paid-in capital 736,823 Retained earnings 757,192 ---------- Total common share equity 1,558,985 Minority interests in consolidated subsidiaries 54,206 Cumulative preferred stock of subsidiaries 147,016 Long-term debt 1,512,381 ---------- Total capitalization 3,272,588 ---------- Current liabilities: Long-term debt due within one year 37,920 Short-term debt 96,445 Accounts payable 151,615 Accrued taxes 22,663 Accrued interest 24,721 Dividends payable 38,063 Other current liabilities 129,007 ---------- Total current liabilities 500,434 ---------- Deferred federal and state income taxes 704,947 Unamortized investment tax credits 98,056 Accrued Yankee Atomic costs 91,520 Other reserves and deferred credits 197,831 ---------- $4,865,376 ========== EX-99 15 FINANCIAL STATEMENT 6-B Financial Statement 6-b NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES Statement of Consolidated Income Twelve Months Ended June 30, 1994 (Unaudited) (In Thousands) Operating revenue $2,230,337 ---------- Operating expenses: Fuel for generation 236,913 Purchased electric energy 507,139 Other operation 452,554 Maintenance 144,147 Depreciation and amortization 298,326 Taxes, other than income taxes 123,854 Income taxes 141,640 ---------- Total operating expenses 1,904,573 ---------- Operating income 325,764 Other income: Allowance for equity funds used during construction 6,818 Equity in income of generating companies 10,483 Other income (expense) - net (3,893) ---------- Operating and other income 339,172 ---------- Interest: Interest on long-term debt 94,860 Other interest 11,329 Allowance for borrowed funds used during construction (4,594) ---------- Total interest 101,595 ---------- Income after interest 237,577 Preferred dividends of subsidiaries 9,652 Minority interests 7,577 ---------- Net income $ 220,348 ========== Statement of Consolidated Retained Earnings Retained earnings at beginning of period $ 685,398 Net income 220,348 Dividends declared on common shares (146,507) Premium on redemption of preferred stock of subsidiaries (2,047) ---------- Retained earnings at end of period $ 757,192 ========== -----END PRIVACY-ENHANCED MESSAGE-----