-----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, JlT7C/zjlZeHWvZgnNQj9ybJY5AjT+AhJl6NNfLU1LEcRtPv2u06rlfqz1uuCG4R qCJTzEbF1r18TIhvUzfwtA== /in/edgar/work/0000072741-00-000238/0000072741-00-000238.txt : 20001123 0000072741-00-000238.hdr.sgml : 20001123 ACCESSION NUMBER: 0000072741-00-000238 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-09755 FILM NUMBER: 775636 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 U-1/A 1 0001.txt AMENDMENT TO FORM U-1 FILE NO. 70-9755 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Northeast Utilities Holyoke Water Power Company Western Massachusetts Electric Company 1 Canal Street 174 Brush Hill Avenue Holyoke, MA 01040 West Springfield, MA 01090-0010 The Connecticut Light and Power Company Public Service Company Yankee Energy System, Inc. of New Hampshire Northeast Utilities Service Company North Atlantic Energy Corporation Northeast Nuclear Energy Company 1000 Elm Street 107 Selden Street Manchester, NH 03015 Berlin, CT 06037 Yankee Gas Services Company 599 Research Parkway Meriden, Connecticut 06450 (Name of companies filing this statement and addresses of principal executive offices) NORTHEAST UTILITIES (Name of top registered holding company) Cheryl W. Grise, Esq. Senior Vice President, Secretary and General Counsel Northeast Utilities Service Company P.O. Box 270 Hartford, CT 06141-0270 (Name and address of agent for service) The Commission is requested to mail signed copies of all orders, notices and communications to Jeffrey C. Miller David R. McHale Assistant General Counsel Vice President and Treasurer Northeast Utilities Northeast Utilities Service Company Service Company P.O. Box 270 P.O. Box 270 Hartford, CT 06141-0270 Hartford, CT 06141-0270 The Application/Declaration in this file is hereby amended and restated as follows: ITEM 1 DESCRIPTION OF PROPOSED TRANSACTIONS Introduction 1. Northeast Utilities ("NU"), a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and The Connecticut Light and Power Company ("CL&P"), Western Massachusetts Electric Company ("WMECO"), North Atlantic Energy Corporation ("NAEC"), Public Service Company of New Hampshire ("PSNH"), Holyoke Water Power Company ("HWP"), Northeast Nuclear Energy Company ("NNECO") and Northeast Utilities Service Company ("NUSCO"), each of which is a wholly-owned subsidiary of NU and Yankee Energy System, Inc. ("YES"), a wholly-owned public utility holding company subsidiary of NU and its wholly-owned public utility subsidiary Yankee Gas Services, Inc., ("Yankee Gas"), (each of the above companies being an "Applicant" and collectively referred to herein as the "Applicants") submit this application/declaration (the "Application") pursuant to Sections 6(a), 7, 9(a), 10, 12 and 13 of the Act and Rules 43, 45, 52, 90 and 91 thereunder with respect to the extension, from the date of the order requested herein through June 30, 2003 (the "Authorization Period"), of certain authorizations granted by the Commission in prior Commission orders concerning (a) the issuance of notes or commercial paper by certain public utility subsidiaries of NU to evidence short-term borrowings, (b) the respective short-term borrowing limits of the public utility subsidiaries of NU and (c) participation by the Applicants in the NU System Money Pool as described herein. 2. By order dated December 28, 1994 (HCAR No. 26207) and Supplemental Orders dated November 20, 1996 (HCAR 26612), February 11, 1997 (HCAR 26665), March 25, 1997 (HCAR 26692), May 29, 1997 (HCAR 26721), January 16,1998 (HCAR 26816), May 13, 1999 (HCAR 27022), November 17, 1999 (HCAR 27103) and November 13, 2000 (collectively, the "Prior Short-Term Debt Orders"), NU, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas are currently (a) authorized to make unsecured short-term borrowings, subject to certain limits, through December 31, 2000 and (b) authorized to participate in the money pool for companies in the Northeast Utilities System (the "NU System Money Pool"), as more fully described in the application-declaration on Form U-1, as amended, in File No. 70-8875. (FN1) On October 12, 1999, NU and Consolidated Edison, Inc. ("CEI") entered into an Agreement and Plan of Merger whereby the two companies agreed to merge and NU will become a wholly-owned subsidiary of CEI. An application/declaration on Form U-1 concerning the merger is pending before the Commission (see File No. 9613, as amended). In addition, NU and CEI filed an Application/Declaration on Form U-1 on June 30, 2000 concerning the financing activities of the combined companies subsequent to the closing of the merger (see File No. 9711). Among the authorizations requested in file 9711 are short-term debt authorizations and money pool authorization similar, insofar as they relate to the NU System, to the request being made in this file. It is not currently anticipated that the merger will be consummated prior to December 31, 2000, the expiration date of the Prior Short-Term Debt Orders. In the event the merger closes prior to December 31, 2000, this Application will be withdrawn. In the event the merger closes after December 31, 2000, the Order issued in this file will be superseded by the Order issued in File No. 9711 when and if issued. Short-term Borrowing 3. In this Application-Declaration, the Applicants seek an order of the Commission modifying and extending through the Authorization Period the authorization granted in the Prior Short-Term Debt Orders for the short-term borrowing arrangements of NU, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas (collectively the "Borrowers"). In order to consolidate all orders authorizing financing under one file, the Applicants propose that the Order of the Commission sought herein will supersede the Prior Short-Term Debt Orders, as of the date of such Order. The short-term borrowings for the Borrowers have taken and will take a variety of forms, including short-term notes issued to bank and non-bank lending institutions through formal and informal credit lines ("Short-term Notes"), commercial paper issuances ("Commercial Paper"), loans or open-account advances by NU to certain of its subsidiaries and use of the NU System Money Pool. In addition, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas propose, through the Authorization Period, to borrow from NU and each other, and to lend to each other, all under the NU System Money Pool, in outstanding principal amounts set forth herein. 4. Short-term Notes. The following general terms will be applicable to the financing transactions requested to be authorized hereby. The effective cost of money on borrowings occurring pursuant to the authorization granted under this Application will not exceed 500 basis points over the base rate in effect from time to time of the bank or financial institution identified for such purpose with respect to the relevant financing or, if no such base rate is identified, the base rate in effect from time to time of a representative money center bank. The maturity of debt incurred will not exceed 364 days. Borrowings from banks and other financial institutions may be either unsecured or secured, which security may involve first mortgage bonds or other appropriate collateral. To the extent required, the provision of any collateral to secure debt incurred pursuant to this Application will be approved by applicable state regulatory commissions. Specific terms of any borrowings will be determined by the Borrowers at the time of issuance and will comply in all regards to the parameters of financing authorizations set forth above. A copy of any new note or loan agreement executed pursuant to this Authorization will be filed under cover of the next quarterly report under Rule 24. 5. Commercial Paper. NU, CL&P, WMECO, Yankee Gas and PSNH (each an "Issuer") request authority to sell Commercial Paper through the Authorization Period. Such Commercial Paper may be issued through The Depository Trust Company in the form of book entry notes in denominations of not less than $50,000, of varying maturities, with no maturity more than 270 days after the date of issue. The Commercial Paper will not be repayable prior to maturity. The Commercial Paper will be issued at rates not to exceed the rate per annum prevailing at the time of issuance for commercial paper of comparable qualities and maturities. The Commercial Paper will be sold through a placement agent or agents in a co-managed commercial paper program pursuant to a placement agent agreement at either the discount rate per annum or the interest rate per annum prevailing at the date of issuance for commercial paper of comparable quality and of the particular maturity sold by public utility issuers thereof. No Commercial Paper will be issued unless the Issuer believes that the effective interest cost to the Issuer will be equal to or less than the effective interest rate at which the Issuer could issue Short-Term Notes in an amount at least equal to the principal amount of such Commercial Paper. The placement agent or agents will receive a commission for the sale of the Commercial Paper of not more than 1/8 of 1% per annum, on a discounted basis. The Issuers will publicly issue and sell commercial paper without registration under the Securities Exchange Act of 1933 in reliance upon one or more applicable exemptions from registration thereunder. 6. Use of Proceeds. The proceeds from the short-term borrowings authorized by the Commission pursuant to this Application will be used for (i) general corporate purposes, including investments by and capital expenditures of NU and its subsidiaries, including, without limitation, the funding of future investments in exempt wholesale generators ("EWG"), Foreign Utility Companies ("FUCO"), Rule 58 Subsidiaries, and exempt telecommunications companies ("ETC"), (ii) the repayment, redemption, refunding or purchase by NU or any subsidiary of any of its own securities from non-affiliates pursuant to Rule 42, and (iii) financing working capital requirements of NU and its subsidiaries. 7. NU represents that no financing proceeds will be used to acquire the securities of, or other interests in, any company unless such acquisition has been approved by the Commission in a separate proceeding or is in accordance with an available exemption under the Act or rules thereunder, including Sections 32 and 33 and Rules 53, 54 and 58. NU states that the aggregate amount of proceeds of financing approved by the Commission in this proceeding used to fund investments in EWGs and FUCOs will not, when added to NU's "aggregate investment" (as defined in Rule 53) in all such entities at any point in time, exceed 50% of NU's average "consolidated retained earnings" (also as defined in Rule 53), except for the investment of up to $481 million or 83% of "average consolidated retained earnings" in Northeast Generation Company as was authorized by the Commission in HCAR 27148 (March 7, 2000), without further Commission authorization. Further, NU represents that proceeds of financing utilized to fund investments in Rule 58 Subsidiaries will adhere to the limitations of that rule. Money Pool 8. By the Prior Short-Term Debt Orders, NU, CL&P, WMECO, HWP, NNECO, YES and Yankee Gas were authorized to participate in the NU System Money Pool. In this Application-Declaration, the Applicants seek an Order of the Commission modifying and extending through the Authorization Period the authorization granted in the Prior Short-Term Debt Orders for their money pool participation and, in order to consolidate all orders authorizing the NU System Money Pool under one file, the Applicants propose that the authorization for the current NU System Money Pool in the Prior Short-Term Debt Orders, be superseded by the Order of the Commission sought herein as of the date of such Order. (FN2) The NU System Money Pool is administered on behalf of the Applicants by NUSCO under the direction of an officer in the NUSCO Treasury Organization. (FN3) The NU System Money Pool currently consists principally of surplus funds received from Pool Participants, including NU, the Applicants and other companies in the NU System. In addition to surplus funds, funds borrowed by NU through the issuance of short-term notes or other borrowings, or by the selling of commercial paper are a source of funds for making loans or open account advances to certain of its subsidiaries through the NU System Money Pool. The amounts to be borrowed by NU for the purpose of making open account advances or to be lent through the NU System Money Pool to the Applicants will be subject to the limits on the aggregate short term debt outstanding for which approval is sought in this filing. (FN2) PSNH is authorized by state order to participate in the NU System Money Pool but is currently restricted from lending funds to the NU System Money Pool pursuant to a subsequent order of the New Hampshire Public Utilities Commission (the "NHPUC"), until certain write-offs required by the Conformed Settlement Agreement with the NHPUC regarding electric utility restructuring have been taken by the company. The participation of NAEC in the NU System Money Pool was also approved by the New Hampshire Public Utilities Commission in Order No. 20,416, dated March 19, 1992. Thus the participation of PSNH and NAEC in the NU System Money Pool is exempt from Commission jurisdiction pursuant to Rule 52(a). In addition, WMECO is currently authorized to participate in the NU System Money Pool under the Prior Short-Term Debt Orders but has authorization from the Massachusetts Public Utilities Commission (now the Massachusetts Department of Telecommunications and Energy) to lend funds through the NU System Money Pool only to CL&P, HWP, NNECO, The Quinnehtuk Company ("Quinnehtuk") and Rocky River Realty Company ("RR"). The Applicants request that the Commission reserve jurisdiction over any contributions of funds by WMECO to borrowers other than CL&P, HWP, NNECO, RR and Quinnehtuk, pending completion of the record. Until the time that such an order is received, all lending of funds by WMECO will be documented using grid notes. (FN3) NUSCO is not a member of the NU System Money Pool and seeks authorization to administer the Money Pool solely under Section 13 of the Act and Rules 90 and 91. Certain nonutility companies in the NU System are members of the NU System Money Pool, but their borrowings are exempt from Commission review under rules 52(b). 9. NU System Money Pool transactions will be designed to match, on a daily basis, the available cash of the pool participants and the short-term borrowing requirements of certain pool participants(other than NU, YES, Northeast Generation Company ("NGC") and Mode 1 Communications, Inc. ("Mode 1") which will not participate as borrowers), thereby minimizing the need for short-term borrowings to be made by the pool participants from external sources. NU and YES, as public utility holding companies, Mode 1, as an ETC, and NGC, as NU's only EWG, will not be permitted to borrow through the NU System Money Pool. Those pool participant sin the NU System Money Pool without access to external borrowing facilities will have priority as borrowers from the NU System Money Pool, and all pool participants, other than YES, Mode 1 and NGC, will be eligible to borrow through the NU System Money Pool from the proceeds of external borrowings by NU. 10. The funds available to the NU System Money Pool will be loaned on a short-term basis to those pool participants, other than NU, YES, Mode 1 and NGC, that have a need for short-term funds, subject to certain limitations described therein. If no such short-term needs match the amount of funds that are available for the period such funds are available, NUSCO will invest the funds directly, or indirectly through investment funds, as described below and allocate the earnings on any such investments among the Pool Participants providing such excess funds on a pro rata basis according to the amount of the funds provided: (i) interest-bearing accounts with banks; (ii) obligations issued or guaranteed by the U.S. government and/or its agencies and instrumentalities, including obligations under repurchase agreements; (iii) obligations issued or guaranteed by any state or political subdivision thereof, provided that such obligations are rated not less than "A" (or "A-1" or "P-1" or their equivalent for short term debt) by a nationally recognized rating agency; (iv) commercial paper rated not less than "A-1" or "P-1" or their equivalent by a nationally recognized rating agency; (v) moneymarket funds; (vi) bank certificates of deposit, (vii) Eurodollar funds; and (viii) such other investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder and, with respect to contributions of WMECO, approved by the Massachusetts Department of Telecommunications and Energy ("MDTE") pursuant to Massachusetts General Laws Chapter 164, Section 17A and the regulations thereunder. 11. All borrowings from and contributions to the NU System Money Pool, including the open account advances, will be documented and will be evidenced on the books of each pool participant that is borrowing from or contributing surplus funds to the NU System Money Pool. Any participant contributing funds to the NU System Money Pool may withdraw those funds at any time without notice to satisfy its daily need for funds. Except for loans from the proceeds of external borrowings by NU, all loans will be payable on demand, may be prepaid by any borrowing Pool Participant at any time without premium or penalty and will bear interest for both the borrower and lender, payable monthly, equal to the daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York. Loans from the proceeds of external borrowings by NU will bear interest at the same rate paid by NU on its borrowings, and no such loans may be prepaid unless NU is made whole for any additional costs that may be incurred because of such prepayment. NU will be fully reimbursed for all costs that it incurs in relation to loans made to the Pool Participants. See Exhibit A, Proposed Terms of NU System Money Pool. Proposed Limits on Short-Term Debt 12. NU, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas also seek an extension of the authorization granted by the Commission in the Prior Short- Term Debt Orders, of their short-term borrowing limits, as set forth below, through the Authorization Period. The aggregate amount of short-term debt requiring Commission approval that will be outstanding at any one time, whether evidenced by short-term notes issued to lending institutions or by commercial paper or through borrowings from the NU System Money Pool pursuant to the authority requested in this Application are as follows: Company Aggregate Limits NU $400 Million CL&P $375 Million WMECO $250 Million PSNH $225 Million NAEC $260 Million HWP $ 5 Million NNECO $ 75 Million YES $ 50 Million Yankee Gas $100 Million 13. The aggregate amount of unsecured short-term debt that can be incurred by CL&P and WMECO is further restricted by the provisions in their respective charters concerning their respective preferred stocks. CL&P and WMECO each have authorization from the holders of their respective preferred stocks (through March 31, 2004 in the case of CL&P and through February 10, 2004 in the case of WMECO) to issue securities representing unsecured indebtedness up to a maximum of 20% of their respective capitalizations. Based on their respective capitalizations as of June 30, 2000, CL&P is limited to an additional $230 million of unsecured indebtedness through short-term debt and WMECO is limited to approximately $ 94 million. In addition, the aggregate amount of short-term debt that can be incurred by NAEC and PSNH is further restricted by New Hampshire Statute and Regulations to an amount equal to 10% of its net fixed plant without further NHPUC approval. Based on PSNH's net fixed plant as of June 30, 2000, PSNH is limited to approximately $68.6 million of indebtedness through short-term debt. Based on NAEC's net fixed plant as of June 30, 2000, NAEC is limited to approximately $53.3 million of indebtedness through short-term debt. As a consequence of their respective short-term limitations, therefore, CL&P, WMECO, PSNH and NAEC would not now be able to have unsecured short-term debt outstanding up to their respective maximum limit for which authorization is requested in this Application. However, to the extent their respective restrictive provisions may eventually permit (or to the extent CL&P, WMECO, PSNH or NAEC wish to issue short-term debt which is secured and therefore not subject to the above restrictions), CL&P, WMECO, PSNH and NAEC wish to have the flexibility to borrow up to their respective requested maximums during the period for which short-term borrowing authorization is sought in this Application. Additionally, NAEC has been granted authorization by the NHPUC to incur debt up to $260 million to accommodate a $200 million 364-day term loan and $60 million for working capital purposes. This debt issued under NHPUC authorization is exempt from Commission authorization under Rule 52(a). PSNH currently has no such order and is not applying to the NHPUC for one. 14. Subject to the applicable maximum limits, the Applicants intend to renew and extend current short-term borrowings as they mature, to refund such short-term borrowings with other similar short-term borrowings, to repay such short-term borrowings or to increase the amount of their short-term borrowings from time to time. ITEM 2 FEES, COMMISSIONS AND EXPENSES 15. In addition to fees associated with specific borrowing or issuances of commercial paper as set forth in paragraphs 4 and 5 above, the fees, commissions and expenses of the Applicants expected to be paid or incurred, directly or indirectly, in connection with the transactions described above are estimated as follows: Northeast Utilities Service Company (Legal, Financial, Accounting and Other Services) Not in excess of $10,000 ITEM 3 APPLICABLE STATUTORY PROVISIONS 16. The Applicants believe that Sections 6, 7, 9(a), 10, 12 and 13 of the Act and Rules 43, 45, 52, 90 and 91 thereunder are applicable to the transactions contemplated by this Application. 17. Within 45 days after the end of each calendar quarter, the Applicants will file certificates of partial consummation describing their borrowings through the NU System Money Pool and the issue and sale of short-term notes and commercial paper during that quarter pursuant to the authority requested herein. Such certificates will show the names of the borrowers, the dates and amounts of all new borrowings, the names of the lenders, the maximum amount of notes outstanding to lending institutions and the NU System Money Pool and the total amount of notes outstanding to lending institutions and the NU System Money Pool at the end of the quarter. All other terms, conditions, limitations and reporting obligations contained in the Prior Short-Term Debt Orders will apply to the proposed transactions. In addition, NUSCO will continue to administer the NU System Money Pool under the existing terms of the Money Pool, as previously approved by the Commission in November 2000. ITEM 4 REGULATORY APPROVALS 18. The approval of the MDTE is required pursuant to C.164, Section 17A of the Massachusetts General Laws for the lending of funds by WMECO to the NU System Money Pool. The MDTE (formerly the Massachusetts Public Utilities Commission) granted such approval on October 29, 1986 as to lending of funds to CL&P, HWP, NNECO, Quinnehtuk and RR. Until further MDTE authorization is granted, WMECO may not lend its funds to other companies through the NU System Money Pool. 19. NHPUC Order No. 23,550, dated September 8, 2000, authorizes PSNH to contribute funds to the NU System Money Pool once certain write-offs required by the Conformed Settlement Agreement regarding electric utility restructuring are taken by PSNH. The NHPUC approved NAEC's participation in the NU System Money Pool in Order No. 20,416, dated March 19, 1992. In addition, neither PSNH nor NAEC may issue short-term debt in excess of 10% of its net fixed plant without prior NHPUC Commission approval. 20. To the extent any Applicant issues secured debt, the granting of such security may be subject to an order from the relevant state utility commission. ITEM 5 PROCEDURE 21. The Applicants hereby request that the Commission publish a notice under Rule 23 with respect to the filing of this Application as soon as practicable and that the Commission's order be issued as soon as possible. A form of notice suitable for publication in the Federal Register is attached hereto as Exhibit h.1. The Applicants respectfully request the Commission's approval, pursuant to this Application, of all transactions described herein, whether under the sections of the Act and Rules thereunder enumerated in Item 3 or otherwise. It is further requested that the Commission issue an order authorizing the transactions proposed herein at the earliest practicable date. Additionally, the Applicants (i) request that there not be any recommended decision by a hearing officer or by any responsible officer of the Commission, (ii) consent to the Office of Public Utility Regulation within the Division of Investment Management assisting in the preparation of the Commission's decision, and (iii) waive the 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective, since it is desired that the Commission's order, when issued, become effective immediately. Other Matters 22. Except in accordance with the Act, neither NU nor any subsidiary thereof (a) has acquired an ownership interest in an exempt wholesale generator "EWG") or a foreign utility company ("FUCO") as defined in Sections 32 and 33 of the Act, or (b) now is or as a consequence of the transactions proposed herein will become a party to, or has or will as a consequence of the transactions proposed herein have a right under, a service, sales, or construction contract with an EWG or a FUCO. None of the proceeds from the transactions proposed herein will be used by NU and its subsidiaries to acquire any securities of, or any interest in, an EWG or a FUCO. 23. NU currently meets all of the conditions of Rule 53(a),except for clause (1). At June 30, 2000, NU's "aggregate investment," as defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $469.5 million, or approximately 76.3% of NU's average "consolidated retained earnings," also as defined in Rule 53(a)(1), for the four quarters ended June 30, 2000 ($615.3 million). With respect to Rule 53(a)(1), however, the Commission has determined that NU's financing of its investment in Northeast Generation Company ("NGC"), NU's only current EWG or FUCO in an amount not to exceed $481 million or 83% of "average consolidated retained earnings" would not have either of the adverse effects set forth in Rule 53(c). See Northeast Utilities, Holding Company Act Release No. 27148, dated March 7, 2000. NU continues to assert that its EWG investment in NGC will not adversely affect the System. 24. In addition, NU and its subsidiaries are in compliance with the other provisions of Rule 53(a) and (b), as demonstrated by the following determinations: (i) NGC maintains books and records, and prepares financial statements in accordance with Rule 53(a)(2). Furthermore, NU has undertaken to provide the Commission access to such books and records and financial statements, as it may request; (ii) No employees of NU's public utility subsidiaries have rendered services to NGC; (iii) NU has submitted (a) a copy of each Form U-1 and Rule 24 certificate that has been filed with the Commission under Rule 53 and (b) a copy of Item 9 of the Form U5S and Exhibits G and H thereof to each state regulator having jurisdiction over the retail rates of NU's public utility subsidiaries; (iv) Neither NU nor any subsidiary has been the subject of a bankruptcy or similar proceeding unless a plan of reorganization has been confirmed in such proceeding; (v) NU's average CREs for the four most recent quarterly periods have not decreased by 10% or more from the average for the previous four quarterly periods; and (vi) In the previous fiscal year, NU did not report operating losses attributable to its investment in EWGs/FUCOs exceeding 3 percent of NU's consolidated retained earnings. ITEM 6 EXHIBITS AND FINANCIAL STATEMENTS 25. The following additional exhibits and financial statements are filed herewith: (a) Exhibits A Proposed Terms of the NU Money Pool (Revised November 2000) F Opinion of Counsel* G Financial Data Schedule H Form of Notice (b) Financial Statements *To be filed by amendment ITEM 7 INFORMATION AS TO ENVIRONMENTAL EFFECTS 26. None of the matters that are the subject of this Application involve a "major federal action" nor do they "significantly affect the quality of the human environment" as those terms are used in Section 102(2)(C) of the National Environmental Policy Act. None of the proposed transactions that are the subject of this Application will result in changes in the operation of the Applicants that will have an impact on the environment. The Applicants are not aware of any federal agency which has prepared or is preparing an environmental impact statement with respect to the transactions proposed herein. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Applicants have duly caused this Application-Declaration to be signed on their behalf by the undersigned thereunto duly authorized. Northeast Utilities Northeast Utilities Service Company The Connecticut Light and Power Company Western Massachusetts Electric Company Public Service Company of New Hampshire North Atlantic Energy Corporation Holyoke Water Power Company Northeast Nuclear Energy Company Yankee Energy System, Inc. Yankee Gas Services Company By: /s/ David R. McHale Name: David R. McHale Title: Vice President and Treasurer Northeast Utilities Service Company as Agent for all of the above named companies November 22, 2000 EX-99.1 2 0002.txt EXHIBIT A-PROPOSED TERMS ON NU MONEY POOL EXHIBIT A PROPOSED TERMS OF THE NU SYSTEM MONEY POOL (Revised November, 2000) GENERAL 1. The members of the Money Pool (the Pool) are Northeast Utilities (NU), The Connecticut Light and Power Company (CL&P), Western Massachusetts Electric Company (WMECO), Northeast Nuclear Energy Company (NNECO), Holyoke Water Power Company (HWP), The Rocky River Realty Company (RR), The Quinnehtuk Company (Quinnehtuk), Public Service Company of New Hampshire (PSNH), North Atlantic Energy Corporation (North Atlantic), HEC Inc. (HEC), Mode 1 Communications, Inc. (Mode 1), Select Energy, Inc. (Select), NU Enterprises, Inc. (NUEI), Northeast Generation Company (NGC), Northeast Generation Services Company (NGS), Yankee Energy Systems, Inc. (YES), Yankee Gas Services Company (Yankee Gas), Yankee Energy Financial Services Company (Yankee Financial), NorConn Properties, Inc. (NorConn), Yankee Energy Services Company (Yesco) and RMS Services, Inc. (RMS) (collectively, Pool Participants). 2. The Pool will be administered by Northeast Utilities Service Company (Agent). 3. Each member will determine each day, on the basis of cash flow projections, the amount of surplus funds it has available for contribution to the Pool (Surplus Funds). In addition to its own Surplus Funds, NU may borrow funds from third party lenders (Excess Funds) in order to make these Excess Funds available to meet the borrowing needs of the Pool participants other than YES, Mode 1 and NGC. CONTRIBUTIONS TO THE POOL 4. Each member may contribute its Surplus Funds to the Pool. NU may also contribute any Excess Funds to the Pool. PSNH may only contribute its Surplus Funds to the Pool if permitted by the New Hampshire Public Utilities Commission. 5. Each member will receive as interest with respect to its Surplus Funds that fraction of the total interest received by the Pool equal to the ratio of the Surplus Funds the member has contributed, times the period in which such Surplus Funds were available, to the total Surplus Funds in the Pool, times the period in which all Surplus Funds were in the Pool. NU will receive the same interest with respect to its Excess Funds that it pays for its Excess Funds. Such interest will be computed on a daily basis and settled once per month. 6. Each member may withdraw any of its Surplus Funds at any time without notice. NU may withdraw its Excess Funds at any time without notice. BORROWINGS FROM THE POOL 7. Neither NU, YES, NGC nor Mode 1 shall be entitled to borrow from the Pool. 8. No company other than CL&P, NNECO, HWP, RR and Quinnehtuk may borrow Surplus Funds that are attributable to contributions from WMECO until the Massachusetts Department of Telecommunications and Energy or other appropriate Massachusetts regulatory agency which regulates WMECO ("MDTE") has issued an order authorizing WMECO to lend funds to such companies through the Pool. Until the time that such an order is received, all transactions between WMECO and those members permitted to borrow funds attributable to contributions by WMECO will be documented using grid notes. 9. All short-term borrowing needs of members other than NU, YES, NGC and Mode 1, which shall not be entitled to borrow from the Pool, will be met by Surplus Funds in the Pool to the extent such funds are available and to the extent they are not restricted by the conditions specified in paragraph 8. All Pool participantsother than YES Mode 1 and NGC may meet their short-term borrowing needs through Excess Funds made available from NU. The aggregate amount of short-term debt that may be outstanding at any one time, whether through borrowings from the Money Pool or otherwise may not exceed the following: NU $400 Million CL&P $375 Million WMECO $250 Million PSNH $225 Million HWP $ 5 Million North Atlantic $260 Million NNECO $ 75 Million YES $ 50 Million Yankee Gas $100 Million or such other amount which may be approved and authorized by the Securities and Exchange Commission or the appropriate state agency and the respective board of directors from time to time. Restrictions on Borrowings under the Pool are summarized as follows: May Not Borrow from May Not Borrow NU's External Borrowings from Pool YES NU Mode 1 YES NGC Mode 1 NGC May Borrow from WMECO Contributions CL&P HWP NNECO RR Quinnehtuk 10. All other Pool participantsmay borrow from the Pool and from NU's external borrowings. Loans will be made first to borrowers that cannot access the commercial paper market. 11. Pool participantsborrowing Surplus Funds will pay interest at a rate equal to the daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York. The rate to be used for weekends and holidays will be the prior business day's rate. Members borrowing Excess Funds will pay interest at the same rate that NU pays for those Excess Funds. 12. Loans made by the Pool will be open account advances for periods of less than 12 months, although the Agent may receive upon demand a promissory note evidencing the transaction. 13. All loans made by the Pool from Surplus Funds are payable on demand by the Agent. 14. All loans made by the Pool from Surplus Funds may be prepaid by the borrower without penalty. No loans from Excess Funds shall be prepaid prior to the maturity of the NU borrowing that resulted in the Excess Funds, unless the prepayment can be made without NU incurring additional costs or unless the prepayment is accompanied by payment of any additional costs incurred by NU as a result of such prepayment. 15. If there are more Surplus Funds in the Pool than are necessary to meet the borrowing needs of the members, the Agent will use the Surplus Funds to meet the NU system's compensating balance requirements or invest them on behalf of the Pool directly, or indirectly through an investment fund, in one of the following instruments: (i) interest-bearing accounts with banks; (ii) obligations issued or guaranteed by the U.S. government and/or its agencies and instrumentalities, including obligations under repurchase agreements; (iii) obligations issued or guaranteed by any state or political subdivision thereof, provided that such obligations are rated not less than "A" (or "A-1" or "P-1" or their equivalent for short term debt) by a nationally recognized rating agency; (iv) commercial paper rated not less than "A-1" or "P-1" or their equivalent by a nationally recognized rating agency; (v) moneymarket funds; (vi) bank certificates of deposit, (vii) Eurodollar funds; and (viii) as to WMECO contributions, such other investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder and approved by the MDTE pursuant to Massachusetts General Laws Chapter 164, Section 17A and the regulations thereunder. TERMINATION 16. Any member may terminate its participation in the Pool at any time without notice. EX-27 3 0003.txt PRO FORMA U-1 - NU CONSOLIDATED
OPUR1 1000 DEC-31-1999 DEC-31-1999 JUN-30-2000 JUN-30-2000 YEAR YEAR PER-BOOK PRO-FORMA 4,311,484 4,311,484 940,274 940,274 1,447,711 2,576,711 4,062,774 4,062,774 0 0 10,762,243 11,891,243 743,404 743,404 1,102,334 1,102,334 639,973 583,170 2,365,854 2,309,051 15,000 15,000 136,200 136,200 2,211,019 2,211,019 1,104,000 2,433,000 0 0 0 0 479,834 279,834 0 0 60,220 60,220 111,496 111,496 4,158,763 4,215,566 10,762,243 11,891,243 5,186,570 5,186,570 235,206 235,206 4,518,456 4,518,456 4,753,662 4,753,662 432,908 432,908 (33,938) 3,930 398,970 436,838 277,087 371,758 121,883 65,080 (41,813) (41,813) 639,973 583,170 (19,546) (19,546) 233,451 233,451 0 0 0 0 0 0
EX-99.2 4 0004.txt BALANCE SHEET NORTHEAST UTILITIES AND SUBSIDIARIES 1.1a PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Utility Plant, at cost: Electric $ 9,282,584 $ $ 9,282,584 Gas and other 842,077 842,077 ----------- ---------- ----------- 10,124,661 0 10,124,661 Less: Accumulated provision for depreciation 6,431,583 6,431,583 ----------- ---------- ----------- 3,693,078 0 3,693,078 Unamortized PSNH acquisition costs 310,228 310,228 Construction work in progress 183,916 183,916 Nuclear fuel, net 124,262 124,262 ----------- ---------- ----------- Total net utility plant 4,311,484 0 4,311,484 ----------- ---------- ----------- Other Property and Investments: Nuclear decommissioning trusts, at market 739,107 739,107 Investments in regional nuclear generating companies, at equity 81,849 81,849 Other, at cost 119,318 119,318 ----------- ---------- ----------- 940,274 0 940,274 ----------- ---------- ----------- Current Assets: Cash and cash equivalents 301,636 1,129,000 a 1,430,636 Investment in securitizable assets 65,929 65,929 Receivables, net 488,432 488,432 Unbilled revenues 87,913 87,913 Fuel, materials and supplies, at average cost 171,566 171,566 Recoverable energy costs, net - current portion 108,305 108,305 Prepayments and other 223,930 223,930 ----------- ---------- ----------- 1,447,711 1,129,000 2,576,711 ----------- ---------- ----------- Deferred Charges: Regulatory assets: Recoverable nuclear costs 2,133,679 2,133,679 Income taxes, net 615,432 615,432 Deferred costs - nuclear plants 71,142 71,142 Unrecovered contractual obligations 328,886 328,886 Recoverable energy costs, net 194,904 194,904 Other 150,722 150,722 Unamortized debt expense 36,480 36,480 Goodwill and other purchased intangible assets 336,570 336,570 Other 194,959 194,959 ----------- ---------- ----------- 4,062,774 0 4,062,774 ----------- ---------- ----------- Total Assets $ 10,762,243 $ 1,129,000 $ 11,891,243 =========== ========== ===========
NORTHEAST UTILITIES AND SUBSIDIARIES 1.1b PRO FORMA BALANCE SHEET -- CAPITALIZATION AND LIABILITIES AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Capitalization: Common stock $ 743,404 $ $ 743,404 Capital surplus, paid in 1,102,334 1,102,334 Deferred contribution plan - employee stock ownership plan (121,381) (121,381) Retained earnings 639,973 (56,803) a 583,170 Accumulated other comprehensive income 1,524 1,524 ----------- ---------- ----------- Total common stockholders' equity 2,365,854 (56,803) 2,309,051 Preferred stock not subject to mandatory redemption 136,200 136,200 Preferred stock subject to mandatory redemption 15,000 15,000 Long-term debt 2,211,019 2,211,019 ----------- ---------- ----------- Total capitalization 4,728,073 (56,803) 4,671,270 ----------- ---------- ----------- Minority Interest in Consolidated Subsidiary 100,000 100,000 ----------- ---------- ----------- Obligations Under Capital Leases 60,220 60,220 ----------- ---------- ----------- Current Liabilities: Notes payable to banks 1,104,000 1,329,000 a 2,433,000 Long-term debt and preferred stock - current portion 479,834 (200,000) a 279,834 Obligations under capital leases - current portion 111,496 111,496 Accounts payable 547,509 547,509 Accrued taxes 142,890 (37,868) a 105,022 Accrued interest 37,050 94,671 a 131,721 Other 109,502 109,502 ----------- ---------- ----------- 2,532,281 1,185,803 3,718,084 ----------- ---------- ----------- Deferred Credits and Other Long-term Liabilities: Accumulated deferred income taxes 1,699,169 1,699,169 Accumulated deferred investment tax credits 142,359 142,359 Decommissioning obligation - Millstone 1 662,209 662,209 Deferred contractual obligations 326,582 326,582 Other 511,350 511,350 ----------- ---------- ----------- 3,341,669 0 3,341,669 ----------- ---------- ----------- Total Capitalization and Liabilities $ 10,762,243 $ 1,129,000 $ 11,891,243 =========== ========== ===========
NORTHEAST UTILITIES AND SUBSIDIARIES 1.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 5,186,570 $ $ 5,186,570 ---------- ---------- ---------- Operating Expenses: Operation - Fuel, purchased and net interchange power 2,624,662 2,624,662 Other 853,393 853,393 Maintenance 268,402 268,402 Depreciation 254,519 254,519 Amortization of regulatory assets, net 576,826 576,826 Federal and state income taxes 235,206 235,206 Taxes other than income taxes 249,557 249,557 Gain on sale of utility plant (308,903) (308,903) ---------- ---------- ---------- Total operating expenses 4,753,662 0 4,753,662 ---------- ---------- ---------- Operating Income 432,908 0 432,908 ---------- ---------- ---------- Other Income/(Loss): Equity in earnings of regional nuclear generating and transmission companies 5,057 5,057 Nuclear related costs (86,754) (86,754) Other, net (33,728) (33,728) Minority interest in loss of subsidiary (9,300) (9,300) Income taxes 90,787 37,868 a 128,655 ---------- ---------- ---------- Other (loss)/income, net (33,938) 37,868 3,930 ---------- ---------- ---------- Income before interest charges 398,970 37,868 436,838 ---------- ---------- ---------- Interest Charges: Interest on long-term debt 233,451 233,451 Other interest 49,727 94,671 a 144,398 Deferred interest - nuclear plants (6,091) (6,091) ---------- ---------- ---------- Interest charges, net 277,087 94,671 371,758 ---------- ---------- ---------- Net Income $ 121,883 $ (56,803) $ 65,080 ========== =========== ===========
NORTHEAST UTILITIES AND SUBSIDIARIES 1.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period $ 579,449 $ $ 579,449 Net income 121,883 (56,803) a 65,080 Cash dividends on preferred stock (19,546) (19,546) Cash dividends on common stock (41,813) (41,813) ---------- ---------- ---------- Balance at end of period $ 639,973 $ (56,803) $ 583,170 ========== ========== ==========
NORTHEAST UTILITIES AND SUBSIDIARIES 1.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Long-term debt* $ 2,211,019 $ $ 2,211,019 Preferred stock not subject to mandatory redemption* 136,200 136,200 Preferred stock subject to mandatory redemption* 15,000 15,000 Common stock equity 2,365,854 (56,803) a 2,309,051 ----------- ------------ ------------ Total Capitalization $ 4,728,073 $ (56,803) $ 4,671,270 =========== ============ ============
*Does not include current portion NORTHEAST UTILITIES AND SUBSIDIARIES 1.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 1,129,000 Other interest 94,671 Accrued taxes 37,868 Long-term debt - current portion 200,000 Notes payable to banks 1,329,000 Accrued interest 94,671 Income taxes 37,868 To record summary entry for NU consolidated. NORTHEAST UTILITIES PARENT 2.1 PRO FORMA BALANCE SHEET AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Other Property and Investments: Investments in subsidiary companies, at equity $ 2,867,678 $ $ 2,867,678 Investments in transmission companies, at equity 16,320 16,320 Other, at cost 54 54 ----------- ----------- ----------- 2,884,052 0 2,884,052 Current Assets: Cash 10,000 237,000 a 247,000 Notes receivable from affiliated companies 73,200 73,200 Notes and accounts receivable 553 553 Accounts receivable from affiliated companies 1,664 1,664 Prepayments 22,311 22,311 ----------- ----------- ----------- 107,728 237,000 344,728 Deferred Charges: Unamortized debt expense 12 12 Other 5,182 5,182 ----------- ----------- ----------- 5,194 0 5,194 ----------- ----------- ----------- Total Assets $ 2,996,974 $ 237,000 $ 3,233,974 =========== =========== =========== Capitalization: Common stock $ 743,404 $ $ 743,404 Capital surplus, paid in 1,102,334 1,102,334 Deferred benefit plan - ESOP (121,381) (121,381) Retained earnings 639,973 (12,698) b 627,275 Accumulated other comprehensive income 1,524 1,524 ---------- ---------- ----------- Total common stockholder's equity 2,365,854 (12,698) 2,353,156 Long-term debt 132,000 132,000 ---------- ---------- ----------- Total capitalization 2,497,854 (12,698) 2,485,156 ---------- ---------- ----------- Current Liabilities: Notes payable to banks 426,000 237,000 a 663,000 Accounts payable 3,509 3,509 Accounts payable to affiliated companies 5,190 5,190 Long-term debt - current portion 20,000 20,000 Accrued taxes 7,361 (8,466) b (1,105) Accrued interest 3,842 21,164 b 25,006 Accrued Con Edison/Northeast Utilities merger fees 3,007 3,007 Other 7 7 ---------- ---------- ----------- 468,916 249,698 718,614 ---------- ---------- ----------- Deferred Credits and Other Long-Term Liabilities: Accumulated deferred income taxes 5,298 5,298 Other deferred credits 24,906 24,906 ---------- ---------- ----------- 30,204 0 30,204 ---------- ---------- ----------- Total Capitalization and Liabilities $ 2,996,974 $ 237,000 $ 3,233,974 ========== ========== ===========
NORTHEAST UTILITIES PARENT 2.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 0 $ $ 0 ---------- ---------- ---------- Operating Expenses: Operation expense 32,074 32,074 Federal and state income taxes (26) (26) Taxes other than income taxes 75 75 ---------- ---------- ---------- Total operating expenses 32,123 0 32,123 ---------- ---------- ---------- Operating Loss (32,123) 0 (32,123) ---------- ---------- ---------- Other Income: Equity in earnings of subsidiaries 149,639 149,639 Equity in earnings of transmission companies 2,522 2,522 Other, net 3,475 3,475 Income taxes 6,833 8,466 b 15,299 ---------- ---------- ---------- Other income, net 162,469 8,466 170,935 ---------- ---------- ---------- Income before interest charges 130,346 8,466 138,812 ---------- ---------- ---------- Interest Charges: Interest on long-term debt 13,831 13,831 Other interest 14,178 21,164 b 35,342 ---------- ---------- ---------- Interest charges 28,009 21,164 49,173 ---------- ---------- ---------- Net Income $ 102,337 $ (12,698) $ 89,639 ========== ========== ==========
NORTHEAST UTILITIES PARENT 2.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period $ 579,449 $ $ 579,449 Net income 102,337 (12,698) b 89,639 Cash dividends on common shares (41,813) (41,813) ---------- ---------- ---------- Balance at end of period $ 639,973 $ (12,698) $ 627,275 ========== =========== ===========
NORTHEAST UTILITIES PARENT 2.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Long-term debt* $ 132,000 $ $ 132,000 Common stock equity 2,365,854 (12,698) b 2,353,156 ----------- ----------- ----------- Total Capitalization $ 2,497,854 $ (12,698) $ 2,485,156 =========== =========== ===========
*Does not include current portion. NORTHEAST UTILITIES PARENT 2.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 237,000 Notes payable to banks 237,000 To record the issuance of additional short-term debt. b) Other interest 21,164 Accrued taxes 8,466 Accrued interest 21,164 Income taxes 8,466 To record interest expense associated with increased level of short-term debt and related tax effect. THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES 3.1a PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Utility Plant, at cost: Electric $ 5,701,883 $ $ 5,701,883 Less: Accumulated provision for depreciation 4,172,959 4,172,959 ---------- ---------- ---------- 1,528,924 0 1,528,924 Construction work in progress 95,737 95,737 Nuclear fuel, net 77,887 77,887 ---------- ---------- ---------- Total net utility plant 1,702,548 0 1,702,548 ---------- ---------- ---------- Other Property and Investments: Nuclear decommissioning trusts, at market 535,111 535,111 Investments in regional nuclear generating companies, at equity 54,789 54,789 Other, at cost 30,000 30,000 ---------- ---------- ---------- 619,900 0 619,900 ---------- ---------- ---------- Current Assets: Cash 10,549 285,000 a 295,549 Investment in securitizable assets 65,929 65,929 Notes receivable from affiliated companies 36,700 36,700 Receivables, net 29,216 29,216 Accounts receivable from affiliated companies 96,856 96,856 Fuel, materials and supplies, at average cost 38,092 38,092 Prepayments and other 201,210 201,210 ---------- ---------- ---------- 478,552 285,000 763,552 ---------- ---------- ---------- Deferred Charges: Regulatory assets: Recoverable nuclear costs 1,148,682 1,148,682 Income taxes, net 387,343 387,343 Unrecovered contractual obligations 219,240 219,240 Recoverable energy costs, net 86,302 86,302 Other 65,318 65,318 Unamortized debt expense 15,190 15,190 Other 41,458 41,458 ---------- ---------- ---------- 1,963,533 0 1,963,533 ---------- ---------- ---------- Total Assets $ 4,764,533 $ 285,000 $ 5,049,533 ========== ========== ==========
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES 3.1b PRO FORMA BALANCE SHEET -- CAPITALIZATION AND LIABILITIES AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Capitalization: Common stock $ 75,849 $ $ 75,849 Capital surplus, paid in 414,955 414,955 Retained earnings 192,311 (13,988) b 178,323 Accumulated other comprehensive income 416 416 ---------- ---------- ---------- Total common stockholder's equity 683,531 (13,988) 669,543 Preferred stock not subject to mandatory redemption 116,200 116,200 Long-term debt 1,066,669 1,066,669 ---------- ---------- ---------- Total capitalization 1,866,400 (13,988) 1,852,412 ---------- ---------- ---------- Minority Interest in Consolidated Subsidiary 100,000 100,000 ---------- ---------- ---------- Obligations Under Capital Leases 50,032 50,032 ---------- ---------- ---------- Current Liabilities: Notes payable to banks 90,000 285,000 a 375,000 Long-term debt and preferred stock - current portion 160,000 160,000 Obligations under capital leases - current portion 88,381 88,381 Accounts payable 179,391 179,391 Accounts payable to affiliated companies 72,653 72,653 Accrued taxes 37,286 (9,325) b 27,961 Accrued interest 13,810 23,313 b 37,123 Other 24,344 24,344 ---------- ---------- ---------- 665,865 298,988 964,853 ---------- ---------- ---------- Deferred Credits and Other Long-Term Liabilities: Accumulated deferred income taxes 1,000,571 1,000,571 Accumulated deferred investment tax credits 103,418 103,418 Decommissioning obligation - Millstone 1 568,088 568,088 Deferred contractual obligations 216,936 216,936 Other 193,223 193,223 ---------- ---------- ---------- 2,082,236 0 2,082,236 ---------- ---------- ---------- Total Capitalization and Liabilities $ 4,764,533 $ 285,000 $ 5,049,533 ========== ========== ==========
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES 3.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 2,712,350 $ $ 2,712,350 ---------- ---------- ---------- Operating Expenses: Operation -- Fuel, purchased and net interchange power 1,275,443 1,275,443 Other 445,159 445,159 Maintenance 161,855 161,855 Depreciation 146,862 146,862 Amortization of regulatory assets, net 401,248 401,248 Federal and state income taxes 163,251 163,251 Taxes other than income taxes 156,774 156,774 Gain on sale of utility plant (286,952) (286,952) ---------- ---------- ---------- Total operating expenses 2,463,640 0 2,463,640 ---------- ---------- ---------- Operating Income 248,710 0 248,710 ---------- ---------- ---------- Other Income/(Loss): Equity in earnings of regional nuclear generating companies 1,517 1,517 Nuclear related costs (64,911) (64,911) Other, net (23,674) (23,674) Minority interest in loss of subsidiary (9,300) (9,300) Income taxes 40,753 9,325 b 50,078 ---------- ---------- ---------- Other loss, net (55,615) 9,325 (46,290) ---------- ---------- ---------- Income before interest charges 193,095 9,325 202,420 ---------- ---------- ---------- Interest Charges: Interest on long-term debt 108,367 108,367 Other interest 8,947 23,313 b 32,260 ---------- ---------- ---------- Interest charges, net 117,314 23,313 140,627 ---------- ---------- ---------- Net Income $ 75,781 $ (13,988) $ 61,793 ========== ========== ==========
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES 3.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period $ 152,968 $ $ 152,968 Net income 75,781 (13,988) b 61,793 Cash dividends on preferred stock (11,005) (11,005) Cash dividends on common stock (25,000) (25,000) ESOP contribution (433) (433) ---------- ---------- ---------- Balance at end of period $ 192,311 $ (13,988) $ 178,323 ========== ========== ==========
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES 3.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Long-term debt* $ 1,066,669 $ $ 1,066,669 Preferred stock not subject to mandatory redemption* 116,200 116,200 Common stock equity 683,531 (13,988) b 669,543 ---------- ---------- ---------- Total Capitalization $ 1,866,400 $ (13,988) $ 1,852,412 ========== ========== ==========
*Does not include current portion. THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES 3.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 285,000 Notes payable to banks 285,000 To record the issuance of additional short-term debt. b) Other interest 23,313 Accrued taxes 9,325 Accrued interest 23,313 Income taxes 9,325 To record interest expense associated with increased level of short-term debt and related tax effect. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 4.1a PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Utility Plant, at cost: Electric $ 1,965,698 $ $ 1,965,698 Less: Accumulated provision for depreciation 695,628 695,628 ------------ ------------ ------------ 1,270,070 0 1,270,070 Unamortized acquisition costs 310,228 310,228 Construction work in progress 22,403 22,403 Nuclear fuel, net 1,259 1,259 ------------ ------------ ------------ Total net utility plant 1,603,960 0 1,603,960 ------------ ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 7,261 7,261 Investments in regional nuclear generating companies and subsidiary company, at equity 18,409 18,409 Other, at cost 3,009 3,009 ------------ ------------ ------------ 28,679 0 28,679 ------------ ------------ ------------ Current Assets: Cash and cash equivalents 218,126 225,000 a 443,126 Receivables, net 71,393 71,393 Accounts receivable from affiliated companies 5,976 5,976 Taxes receivable from affiliated companies 3,245 3,245 Accrued utility revenues 51,025 51,025 Fuel, materials and supplies, at average cost 32,876 32,876 Recoverable energy costs - current portion 108,732 108,732 Prepayments and other 31,161 31,161 ------------ ------------ ------------ 522,534 225,000 747,534 ------------ ------------ ------------ Deferred Charges: Regulatory assets: Recoverable energy costs 102,496 102,496 Income taxes, net 155,242 155,242 Deferred costs - nuclear plant 91,654 91,654 Unrecovered contractual obligations 51,760 51,760 Other 3,011 3,011 Deferred receivable from affiliated company 8,112 8,112 Unamortized debt expense 11,635 11,635 Other 8,920 8,920 ------------ ------------ ------------ 432,830 0 432,830 ------------ ------------ ------------ Total Assets $ 2,588,003 $ 225,000 $ 2,813,003 ============ ============ ============
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 4.1b PRO FORMA BALANCE SHEET -- CAPITALIZATION AND LIABILITIES AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Capitalization: Common stock $ 1 $ $ 1 Capital surplus, paid in 424,825 424,825 Retained earnings 348,917 (11,043) b 337,874 Accumulated other comprehensive income 1,074 1,074 ------------ ------------ ------------ Total common stockholder's equity 774,817 (11,043) 763,774 Long-term debt 516,485 516,485 ------------ ------------ ------------ Total capitalization 1,291,302 (11,043) 1,280,259 ------------ ------------ ------------ Obligations Under Seabrook Power Contracts and Other Capital Leases 579,005 579,005 ------------ ------------ ------------ Current Liabilities: Notes payable to banks 0 225,000 a 225,000 Long-term debt and preferred stock - current portion 25,000 25,000 Obligations under Seabrook Power Contracts and other capital leases - current portion 108,499 108,499 Accounts payable 36,961 36,961 Accounts payable to affiliated companies 43,837 43,837 Accrued taxes 61,408 (7,362) b 54,046 Accrued interest 6,175 18,405 b 24,580 Accrued pension benefits 43,591 43,591 Other 8,305 8,305 ------------ ------------ ------------ 333,776 236,043 569,819 ------------ ------------ ------------ Deferred Credits and Other Long-Term Liabilities: Accumulated deferred income taxes 247,546 247,546 Accumulated deferred investment tax credits 12,008 12,008 Deferred contractual obligations 51,760 51,760 Deferred revenue from affiliated company 8,112 8,112 Other 64,494 64,494 ------------ ------------ ------------ 383,920 0 383,920 ------------ ------------ ------------ Total Capitalization and Liabilities $ 2,588,003 $ 225,000 $ 2,813,003 ============ ============ ============
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 4.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 1,242,101 $ $ 1,242,101 ------------ ------------ ------------ Operating Expenses: Operation -- Fuel, purchased and net interchange power 775,260 775,260 Other 133,254 133,254 Maintenance 48,463 48,463 Depreciation 46,786 46,786 Amortization of regulatory assets, net 45,921 45,921 Federal and state income taxes 40,477 40,477 Taxes other than income taxes 42,528 42,528 ------------ ------------ ------------ Total operating expenses 1,132,689 0 1,132,689 ------------ ------------ ------------ Operating Income 109,412 0 109,412 ------------ ------------ ------------ Other Income/(Loss): Equity in earnings of regional nuclear generating companies and subsidiary company 1,096 1,096 Other, net 7,152 7,152 Income taxes (4,900) 7,362 b 2,462 ------------ ------------ ------------ Other income, net 3,348 7,362 10,710 ------------ ------------ ------------ Income before interest charges 112,760 7,362 120,122 ------------ ------------ ------------ Interest Charges: Interest on long-term debt 42,254 42,254 Other interest 590 18,405 b 18,995 ------------ ------------ ------------ Interest charges, net 42,844 18,405 61,249 ------------ ------------ ------------ Net Income $ 69,916 $ (11,043) $ 58,873 =========== =========== ===========
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 4.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period $ 284,463 $ $ 284,463 Net income 69,916 (11,043) b 58,873 Cash dividends on preferred stock (5,300) (5,300) ESOP contribution (162) (162) ------------ ------------ ------------ Balance at end of period $ 348,917 $ (11,043) $ 337,874 ========== =========== ===========
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 4.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Long-term debt* $ 516,485 $ $ 516,485 Common stock equity 774,817 (11,043) b 763,774 ------------ ------------ ------------ Total Capitalization $ 1,291,302 $ (11,043) $ 1,280,259 =========== ============ ============
*Does not include current portion. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 4.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash and cash equivalents 225,000 Notes payable to banks 225,000 To record the issuance of additional short-term debt. b) Other interest 18,405 Accrued taxes 7,362 Accrued interest 18,405 Income taxes 7,362 To record interest expense associated with increased level of short-term debt and related tax effect. WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY 5.1a PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Utility Plant, at cost: Electric $ 1,107,972 $ $ 1,107,972 Less: Accumulated provision for depreciation 787,571 787,571 ---------- ---------- ---------- 320,401 0 320,401 Construction work in progress 17,221 17,221 Nuclear fuel, net 18,073 18,073 ---------- ---------- ---------- Total net utility plant 355,695 0 355,695 ---------- ---------- ---------- Other Property and Investments: Nuclear decommissioning trusts, at market 148,815 148,815 Investments in regional nuclear generating companies, at equity 14,814 14,814 Other, at cost 6,155 6,155 ---------- ---------- ---------- 169,784 0 169,784 ---------- ---------- ---------- Current Assets: Cash 112 132,000 a 132,112 Notes receivable from affiliated companies 9,600 9,600 Receivables, net 32,879 32,879 Accounts receivable from affiliated companies 14,473 14,473 Accrued utility revenues 11,975 11,975 Fuel, materials and supplies, at average cost 1,580 1,580 Prepayments and other 51,331 51,331 ---------- ---------- ---------- 121,950 132,000 253,950 ---------- ---------- ---------- Deferred Charges: Regulatory assets: Recoverable nuclear costs 262,287 262,287 Income taxes, net 52,124 52,124 Unrecovered contractual obligations 57,886 57,886 Recoverable energy costs, net 11,577 11,577 Other 43,738 43,738 Unamortized debt expense 1,674 1,674 Other 5,362 5,362 ---------- ---------- ---------- 434,648 0 434,648 ---------- ---------- ---------- Total Assets $ 1,082,077 $ 132,000 $ 1,214,077 ========== ========== ==========
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY 5.1b PRO FORMA BALANCE SHEET -- CAPITALIZATION AND LIABILITIES AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Capitalization: Common stock $ 14,752 $ $ 14,752 Capital surplus, paid in 93,880 93,880 Retained earnings 51,289 (6,479) b 44,810 Accumulated other comprehensive income 160 160 ---------- ---------- ---------- Total common stockholder's equity 160,081 (6,479) 153,602 Preferred stock not subject to mandatory redemption 20,000 20,000 Preferred stock subject to mandatory redemption 15,000 15,000 Long-term debt 198,004 198,004 ---------- ---------- ---------- Total capitalization 393,085 (6,479) 386,606 ---------- ---------- ---------- Obligations Under Capital Leases 8,327 8,327 ---------- ---------- ---------- Current Liabilities: Notes payable to banks 118,000 132,000 a 250,000 Long-term debt and preferred stock - current portion 1,500 1,500 Obligations under capital leases - current portion 20,505 20,505 Accounts payable 23,244 23,244 Accounts payable to affiliated companies 4,963 4,963 Accrued taxes 19,812 (4,319) b 15,493 Accrued interest 4,653 10,798 b 15,451 Other 16,387 16,387 ---------- ---------- ---------- 209,064 138,479 347,543 ---------- ---------- ---------- Deferred Credits and Other Long-Term Liabilities: Accumulated deferred income taxes 223,616 223,616 Accumulated deferred investment tax credits 18,255 18,255 Decommissioning obligation - Millstone 1 133,261 133,261 Deferred contractual obligations 57,886 57,886 Other 38,583 38,583 ---------- ---------- ---------- 471,601 0 471,601 ---------- ---------- ---------- Total Capitalization and Liabilities $ 1,082,077 $ 132,000 $ 1,214,077 ========== ========== ==========
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY 5.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 457,216 $ $ 457,216 ---------- ---------- ---------- Operating Expenses: Operation -- Fuel, purchased and net interchange power 218,453 218,453 Other 78,130 78,130 Maintenance 38,541 38,541 Depreciation 17,653 17,653 Amortization of regulatory assets, net 42,556 42,556 Federal and state income taxes 19,437 19,437 Taxes other than income taxes 18,884 18,884 Gain on sale of utility plant (21,918) (21,918) ---------- ---------- ---------- Total operating expenses 411,736 0 411,736 ---------- ---------- ---------- Operating Income 45,480 0 45,480 ---------- ---------- ---------- Other Income/(Loss): Equity in earnings of regional nuclear generating companies 401 401 Nuclear related costs (20,843) (20,843) Other, net (2,140) (2,140) Income taxes 13,672 4,319 b 17,991 ---------- ---------- ---------- Other loss, net (8,910) 4,319 (4,591) ---------- ---------- ---------- Income before interest charges 36,570 4,319 40,889 ---------- ---------- ---------- Interest Charges: Interest on long-term debt 19,970 19,970 Other interest 8,740 10,798 b 19,538 ---------- ---------- ---------- Interest charges, net 28,710 10,798 39,508 ---------- ---------- ---------- Net Income $ 7,860 $ (6,479) $ 1,381 ========== ========== ==========
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY 5.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period $ 46,763 $ $ 46,763 Net income 7,860 (6,479) b 1,381 Cash dividends on preferred stock (3,241) (3,241) ESOP contribution (93) (93) ---------- ---------- ---------- Balance at end of period $ 51,289 $ (6,479) $ 44,810 ========== ========== ==========
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY 5.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Long-term debt* $ 198,004 $ $ 198,004 Preferred stock not subject to mandatory redemption* 20,000 20,000 Preferred stock subject to mandatory redemption* 15,000 15,000 Common stock equity 160,081 (6,479) b 153,602 ---------- ---------- ---------- Total Capitalization $ 393,085 $ (6,479) $ 386,606 ========== ========== ==========
*Does not include current portion. WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY 5.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 132,000 Notes payable to banks 132,000 To record the issuance of additional short-term debt. b) Other interest 10,798 Accrued taxes 4,319 Accrued interest 10,798 Income taxes 4,319 To record interest expense associated with increased level of short-term debt and related tax effect. NORTH ATLANTIC ENERGY CORPORATION 6.1a PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Utility Plant, at cost: Electric $ 727,014 $ $ 727,014 Less: Accumulated provision for depreciation 210,626 210,626 ------------ ------------ ------------ 516,388 0 516,388 Construction work in progress 10,243 10,243 Nuclear fuel, net 27,043 27,043 ------------ ------------ ------------ Total net utility plant 553,674 0 553,674 ------------ ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 47,920 47,920 ------------ ------------ ------------ 47,920 0 47,920 ------------ ------------ ------------ Current Assets: Cash 0 60,000 a, c, d 60,000 Notes receivable from affiliated companies 17,500 17,500 Accounts receivable from affiliated companies 22,325 22,325 Taxes receivable 4,038 4,038 Materials and supplies, at average cost 13,506 13,506 Prepayments and other 1,534 1,534 ------------ ------------ ------------ 58,903 60,000 118,903 ------------ ------------ ------------ Deferred Charges: Regulatory assets: Deferred costs - Seabrook 56,675 56,675 Income taxes, net 29,737 29,737 Recoverable energy costs 1,594 1,594 Unamortized debt expense 1,298 1,298 Prepaid property tax 1,792 1,792 Other 20 20 ------------ ------------ ------------ 91,116 0 91,116 ------------ ------------ ------------ Total Assets $ 751,613 $ 60,000 $ 811,613 ============ ============ ============
NORTH ATLANTIC ENERGY CORPORATION 6.1b PRO FORMA BALANCE SHEET -- CAPITALIZATION AND LIABILITIES AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Capitalization: Common stock $ 1 $ $ 1 Capital surplus, paid in 160,999 160,999 Retained earnings 1,777 (3,539) b, e (1,762) ------------ ------------ ------------ Total common stockholder's equity 162,777 (3,539) 159,238 Long-term debt 65,000 65,000 ------------ ------------ ------------ Total capitalization 227,777 (3,539) 224,238 ------------ ------------ ------------ Current Liabilities: Notes payable to banks 0 260,000 a, c 260,000 Long-term debt - current portion 270,000 (200,000) d 70,000 Accounts payable 15,061 15,061 Accounts payable to affiliated companies 370 370 Accrued taxes 0 (2,359) b, e (2,359) Accrued interest 1,438 5,898 b, e 7,336 Other 396 396 ------------ ------------ ------------ 287,265 63,539 350,804 ------------ ------------ ------------ Deferred Credits and Other Long-Term Liabilities: Accumulated deferred income taxes 203,484 203,484 Deferred obligation to affiliated company 8,112 8,112 Other 24,975 24,975 ------------ ------------ ------------ 236,571 0 236,571 ------------ ------------ ------------ Total Capitalization and Liabilities $ 751,613 $ 60,000 $ 811,613 ============ ============ ============
NORTH ATLANTIC ENERGY CORPORATION 6.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 272,259 $ $ 272,259 ------------ ------------ ------------ Operating Expenses: Operation -- Fuel 16,563 16,563 Other 38,800 38,800 Maintenance 10,168 10,168 Depreciation 27,612 27,612 Amortization of regulatory assets, net 85,332 85,332 Federal and state income taxes 34,837 34,837 Taxes other than income taxes 11,156 11,156 ------------ ------------ ------------ Total operating expenses 224,468 0 224,468 ------------ ------------ ------------ Operating Income 47,791 0 47,791 ------------ ------------ ------------ Other Income/(Loss): Deferred Seabrook return - other funds 3,285 3,285 Other, net (6,843) (6,843) Income taxes 23,166 2,359 b, e 25,525 ------------ ------------ ------------ Other income, net 19,608 2,359 21,967 ------------ ------------ ------------ Income before interest charges 67,399 2,359 69,758 ------------ ------------ ------------ Interest Charges: Interest on long-term debt 41,434 41,434 Other interest (820) 5,898 b, e 5,078 Deferred Seabrook return - borrowed funds (6,091) (6,091) ------------ ------------ ------------ Interest charges, net 34,523 5,898 40,421 ------------ ------------ ------------ Net Income $ 32,876 $ (3,539) $ 29,337 =========== =========== ===========
NORTH ATLANTIC ENERGY CORPORATION 6.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period $ 25,900 $ $ 25,900 Net income 32,876 (3,539) b, e 29,337 Cash dividends on common stock (56,999) (56,999) ------------ ------------ ------------ Balance at end of period $ 1,777 $ (3,539) $ (1,762) ============ =========== ===========
NORTH ATLANTIC ENERGY CORPORATION 6.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Long-term debt* $ 65,000 $ $ 65,000 Common stock equity 162,777 (3,539) b, e 159,238 ------------ ------------ ------------ Total Capitalization $ 227,777 $ (3,539) $ 224,238 =========== ============ ============
*Does not include current portion. NORTH ATLANTIC ENERGY CORPORATION 6.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 60,000 Notes payable to banks 60,000 To record the issuance of additional short-term debt. b) Other interest 4,908 Accrued taxes 1,963 Accrued interest 4,908 Income taxes 1,963 To record interest expense associated with increased level of short-term debt and related tax effect. c) Cash 200,000 Notes payable to banks 200,000 To record the issuance of additional short-term debt to refinance $200 million in debt maturities. d) Long-term debt - current portion 200,000 Cash 200,000 To record payment of $200 million in debt maturities. e) Other interest 990 Accrued taxes 396 Accrued interest 990 Income taxes 396 To record incremental interest on short-term debt refinancing. HOLYOKE WATER POWER COMPANY 7.1a PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Utility Plant, at cost: Electric $ 100,444 $ $ 100,444 Less: Accumulated provision for depreciation 47,462 47,462 ------------ ------------ ------------ 52,982 0 52,982 Construction work in progress 1,126 1,126 ------------ ------------ ------------ Total net utility plant 54,108 0 54,108 ------------ ------------ ------------ Other Property and Investments: Nonutility property, at cost 3,474 3,474 Other investments, at cost 2 2 ------------ ------------ ------------ 3,476 0 3,476 ------------ ------------ ------------ Current Assets: Cash 155 5,000 a 5,155 Notes receivable from affiliated companies 13,300 13,300 Accounts receivable 1,063 1,063 Accounts receivable from affiliated companies 6,478 6,478 Taxes receivable 184 184 Fuel, materials and supplies, at average cost 6,341 6,341 Prepayments and other 859 859 ------------ ------------ ------------ 28,380 5,000 33,380 ------------ ------------ ------------ Deferred Charges: Unamortized debt expense 775 775 Other 320 320 ------------ ------------ ------------ 1,095 0 1,095 ------------ ------------ ------------ Total Assets $ 87,059 $ 5,000 $ 92,059 ============ ============ ============
HOLYOKE WATER POWER COMPANY 7.1b PRO FORMA BALANCE SHEET -- CAPITALIZATION AND LIABILITIES AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Capitalization: Common stock $ 2,400 $ $ 2,400 Capital surplus, paid in 6,000 6,000 Retained earnings 12,417 (268) b 12,149 Accumulated other comprehensive income (5) (5) ------------ ------------ ------------ Total common stockholder's equity 20,812 (268) 20,544 Long-term debt 38,300 38,300 ------------ ------------ ------------ Total capitalization 59,112 (268) 58,844 ------------ ------------ ------------ Current Liabilities: Notes payable to banks 0 5,000 a 5,000 Accounts payable 2,296 2,296 Accounts payable to affiliated companies 3,207 3,207 Accrued taxes 171 (179) b (8) Accrued interest 279 447 b 726 Other 249 249 ------------ ------------ ------------ 6,202 5,268 11,470 ------------ ------------ ------------ Deferred Credits and Other Long-Term Liabilities: Accumulated deferred income taxes 14,188 14,188 Other 7,557 7,557 ------------ ------------ ------------ 21,745 0 21,745 ------------ ------------ ------------ Total Capitalization and Liabilities $ 87,059 $ 5,000 $ 92,059 ============ ============ ============
HOLYOKE WATER POWER COMPANY 7.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 59,280 $ $ 59,280 ------------ ------------ ------------ Operating Expenses: Operation -- Energy and purchased capacity costs 33,193 33,193 Other 7,625 7,625 Maintenance 5,124 5,124 Depreciation 1,884 1,884 Amortization of regulatory assets, net 1,770 1,770 Federal and state income taxes 1,239 1,239 Taxes other than income taxes 4,793 4,793 ------------ ------------ ------------ Total operating expenses 55,628 0 55,628 ------------ ------------ ------------ Operating Income 3,652 0 3,652 ------------ ------------ ------------ Other Income: Other, net 168 168 Income taxes, net 2,897 179 b 3,076 ------------ ------------ ------------ Other income 3,065 179 3,244 ------------ ------------ ------------ Income before interest charges 6,717 179 6,896 ------------ ------------ ------------ Interest Charges: Interest on long-term debt 2,502 2,502 Other interest (20) 447 b 427 ------------ ------------ ------------ Interest charges 2,482 447 2,929 ------------ ------------ ------------ Net Income $ 4,235 $ (268) $ 3,967 =========== =========== ===========
HOLYOKE WATER POWER COMPANY 7.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period $ 13,193 $ $ 13,193 Net income 4,235 (268) b 3,967 Cash dividends on common stock (5,000) (5,000) ESOP contribution (11) (11) ------------ ------------ ------------ Balance at end of period $ 12,417 $ (268) $ 12,149 ========== =========== ===========
HOLYOKE WATER POWER COMPANY 7.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Long-term debt* $ 38,300 $ $ 38,300 Common stock equity 20,812 (268) b 20,544 ------------ ------------ ------------ Total Capitalization $ 59,112 $ (268) $ 58,844 =========== ============ ============
*Does not include current portion. HOLYOKE WATER POWER COMPANY 7.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 5,000 Notes payable to banks 5,000 To record the issuance of additional short-term debt. b) Other interest 447 Accrued taxes 179 Accrued interest 447 Income taxes 179 To record interest expense associated with increased level of short-term debt and related tax effect. NORTHEAST NUCLEAR ENERGY COMPANY 8.1a PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Utility Plant, at cost: Electric $ 38,575 $ $ 38,575 Less: Accumulated provision for depreciation 15,287 15,287 ------------ ------------ ------------ 23,288 0 23,288 Construction work in progress 1,437 1,437 ------------ ------------ ------------ Total net utility plant 24,725 0 24,725 ------------ ------------ ------------ Current Assets: Cash 383 75,000 a 75,383 Accounts receivable 1,684 1,684 Accounts receivable from affiliated companies 41,978 41,978 Taxes receivable 1,382 1,382 Materials and supplies 73,316 73,316 Prepayments and other 4,760 4,760 ------------ ------------ ------------ 123,503 75,000 198,503 ------------ ------------ ------------ Deferred Charges: Regulatory assets: Unamortized loss on reacquired debt 244 244 Accumulated deferred income taxes 39,431 39,431 Deferred decommissioning costs - Millstone 1 34,803 34,803 Other 8,624 8,624 ------------ ------------ ------------ 83,102 0 83,102 ------------ ------------ ------------ Total Assets $ 231,330 $ 75,000 $ 306,330 ============ ============ ============
NORTHEAST NUCLEAR ENERGY COMPANY 8.1b PRO FORMA BALANCE SHEET -- CAPITALIZATION AND LIABILITIES AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Capitalization: Common stock $ 15 $ $ 15 Capital surplus, paid in 15,350 15,350 Retained earnings 1,524 (4,019) b (2,495) Accumulated other comprehensive income (121) (121) ------------ ------------ ------------ Total common stockholder's equity 16,768 (4,019) 12,749 ------------ ------------ ------------ Total capitalization 16,768 (4,019) 12,749 ------------ ------------ ------------ Current Liabilities: Notes payable to banks 0 75,000 a 75,000 Notes payable to affiliated companies 25,300 25,300 Accounts payable 39,841 39,841 Accounts payable to affiliated companies 9,583 9,583 Obligations under capital leases - current portion 1,640 1,640 Accrued taxes 418 (2,679) b (2,261) Accrued interest 0 6,698 b 6,698 Accrued pension benefits 72,594 72,594 Millstone 3 funding liability 35,935 35,935 Other 8,830 8,830 ------------ ------------ ------------ 194,141 79,019 273,160 ------------ ------------ ------------ Deferred Credits and Other Long-Term Liabilities: Accumulated deferred investment tax credits 1,012 1,012 Deferred credit - SFAS 109 9,452 9,452 Other 9,957 9,957 ------------ ------------ ------------ 20,421 0 20,421 ------------ ------------ ------------ Total Capitalization and Liabilities $ 231,330 $ 75,000 $ 306,330 ============ ============ ============
NORTHEAST NUCLEAR ENERGY COMPANY 8.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 383,630 $ $ 383,630 ------------ ------------ ------------ Operating Expenses: Operation 250,748 250,748 Maintenance 112,303 112,303 Depreciation 1,543 1,543 Federal and state income taxes 1,019 1,019 Taxes other than income taxes 12,497 12,497 ------------ ------------ ------------ Total operating expenses 378,110 0 378,110 ------------ ------------ ------------ Operating Income 5,520 0 5,520 ------------ ------------ ------------ Other (Loss)/Income: Other, net (735) (735) Income taxes 0 2,679 b 2,679 ------------ ------------ ------------ Other (loss)/income, net (735) 2,679 1,944 ------------ ------------ ------------ Income before interest charges 4,785 2,679 7,464 ------------ ------------ ------------ Interest Charges: Interest on long-term debt 981 981 Other interest 2,065 6,698 b 8,763 ------------ ------------ ------------ Interest charges 3,046 6,698 9,744 ------------ ------------ ------------ Net Income/(Loss) $ 1,739 $ (4,019) $ (2,280) =========== =========== ===========
NORTHEAST NUCLEAR ENERGY COMPANY 8.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period $ 1,785 $ $ 1,785 Net income/(loss) 1,739 (4,019) b (2,280) Cash dividends on common stock (2,000) (2,000) ------------ ------------ ------------ Balance at end of period $ 1,524 $ (4,019) $ (2,495) ========== =========== ===========
NORTHEAST NUCLEAR ENERGY COMPANY 8.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Common stock equity $ 16,768 $ (4,019) b $ 12,749 ------------ ------------ ------------ Total Capitalization $ 16,768 $ (4,019) $ 12,749 =========== ============ ============
NORTHEAST NUCLEAR ENERGY COMPANY 8.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 75,000 Notes payable to banks 75,000 To record the issuance of additional short-term debt. b) Other interest 6,698 Accrued taxes 2,679 Accrued interest 6,698 Income taxes 2,679 To record interest expense associated with increased level of short-term debt and related tax effect. YANKEE ENERGY SYSTEM, INC. PARENT 9.1 PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Other Property and Investments: Investments in subsidiary companies $ 480,125 $ $ 480,125 ---------- ---------- ---------- 480,125 0 480,125 ---------- ---------- ---------- Current Assets: Cash 89 25,000 a 25,089 Notes receivable from affiliated companies 24,016 24,016 Accounts receivable from affiliated companies 312 312 ---------- ---------- ---------- 24,417 25,000 49,417 ---------- ---------- ---------- Total Assets $ 504,542 $ 25,000 $ 529,542 ========== ========== ========== Capitalization: Capital surplus, paid in $ 469,903 $ $ 469,903 Retained earnings (886) (1,107) b (1,993) ---------- ---------- ---------- Total common stockholder's equity 469,017 (1,107) 467,910 ---------- ---------- ---------- Total capitalization 469,017 (1,107) 467,910 ---------- ---------- ---------- Current Liabilities: Notes payable to banks 25,000 25,000 a 50,000 Accounts payable to affiliated companies 9,052 9,052 Notes payable to affiliated companies 2,250 2,250 Accrued taxes (697) (738) b (1,435) Accrued interest 121 1,845 b 1,966 ---------- ---------- ---------- 35,726 26,107 61,833 ---------- ---------- ---------- Deferred Credits and Other Long-Term Liabilities: Other deferred credits (201) (201) ---------- ---------- ---------- (201) 0 (201) ---------- ---------- ---------- Total Capitalization and Liabilities $ 504,542 $ 25,000 $ 529,542 ========== ========== ==========
YANKEE ENERGY SYSTEM, INC. PARENT 9.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 0 $ $ 0 ---------- ---------- ---------- Operating Expenses: Operation expense 6,052 6,052 ---------- ---------- ---------- Total operating expenses 6,052 0 6,052 ---------- ---------- ---------- Operating Loss (6,052) 0 (6,052) ---------- ---------- ---------- Other Income: Other, net 8,678 8,678 Income taxes 290 738 b 1,028 ---------- ---------- ---------- Other income, net 8,968 738 9,706 ---------- ---------- ---------- Income before interest charges 2,916 738 3,654 ---------- ---------- ---------- Interest Charges: Other interest 1,538 1,845 b 3,383 ---------- ---------- ---------- Interest charges, net 1,538 1,845 3,383 ---------- ---------- ---------- Net Income $ 1,378 $ (1,107) $ 271 ========== ========== ==========
YANKEE ENERGY SYSTEM, INC. PARENT 9.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period* $ 0 $ $ 0 Net loss* (886) (1,107) b (1,993) ---------- ---------- ---------- Balance at end of period* $ (886)$ (1,107) $ (1,993) ========== ========== ==========
*Retained earnings excludes the beginning balance, net income and cash dividends on common stock of $29,152, $2,264 and $7,550, respectively, from Yankee Energy System, Inc. Parent, prior to their merger with Northeast Utilities on March 1, 2000. YANKEE ENERGY SYSTEM, INC. PARENT 9.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Common stock equity $ 469,017 $ (1,107) b $ 467,910 ---------- ---------- ---------- Total Capitalization $ 469,017 $ (1,107) $ 467,910 ========== ========== ==========
YANKEE ENERGY SYSTEM, INC. PARENT 9.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 25,000 Notes payable to banks 25,000 To record the issuance of additional short-term debt. b) Other interest 1,845 Accrued taxes 738 Accrued interest 1,845 Income taxes 738 To record interest expense associated with increased level of short-term debt and related tax effect. YANKEE GAS SERVICES COMPANY 10.1a PRO FORMA BALANCE SHEET -- ASSETS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Utility Plant, at cost: Gas $ 602,847 $ $ 602,847 Less: Accumulated provision for depreciation 237,655 237,655 ---------- ---------- ---------- 365,192 0 365,192 Construction work in progress 15,061 15,061 ---------- ---------- ---------- Total net utility plant 380,253 0 380,253 ---------- ---------- ---------- Other Property and Investments: Other physical property 174 174 Other investments 120 120 ---------- ---------- ---------- 294 0 294 ---------- ---------- ---------- Current Assets: Cash 14 85,000 a 85,014 Notes receivable from affiliated companies 2,250 2,250 Notes and accounts receivable 42,695 42,695 Accounts receivable from affiliated companies 10,032 10,032 Fuel supplies 1,305 1,305 Other materials and supplies 1,670 1,670 Prepayments 9,170 9,170 Accrued utility revenues 17,270 17,270 Other 1,527 1,527 ---------- ---------- ---------- 85,933 85,000 170,933 ---------- ---------- ---------- Deferred Charges: Regulatory assets: Deferred charge - SFAS 109 Asset 9,740 9,740 Deferred fuel costs (7,065) (7,065) Other regulatory assets 40,293 40,293 Unamortized debt expense 1,334 1,334 Other deferred debits 337,382 337,382 ---------- ---------- ---------- 381,684 0 381,684 ---------- ---------- ---------- Total Assets $ 848,164 $ 85,000 $ 933,164 ========== ========== ==========
YANKEE GAS SERVICES COMPANY 10.1b PRO FORMA BALANCE SHEET -- CAPITALIZATION AND LIABILITIES AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Capitalization: Common stock $ 5 $ $ 5 Capital surplus, paid in 460,123 460,123 Retained earnings 366 (3,662) b (3,296) ---------- ---------- ---------- Total common stockholder's equity 460,494 (3,662) 456,832 Long-term debt 152,189 152,189 ---------- ---------- ---------- Total capitalization 612,683 (3,662) 609,021 ---------- ---------- ---------- Current Liabilities: Notes payable to banks 15,000 85,000 a 100,000 Accounts payable 17,789 17,789 Accounts payable to affiliated companies 1,341 1,341 Sinking fund requirements/debt maturity 950 950 Accrued taxes 18,473 (2,441) b 16,032 Accrued interest 3,485 6,103 b 9,588 Refundable energy costs 427 427 Other current liabilities 4,765 4,765 ---------- ---------- ---------- 62,230 88,662 150,892 ---------- ---------- ---------- Deferred Credits and Other Long-Term Liabilities: Accumulated deferred income taxes 82,199 82,199 Deferred credit - SFAS 109 5,083 5,083 Other deferred credits 83,363 83,363 ---------- ---------- ---------- 170,645 0 170,645 ---------- ---------- ---------- Operating Reserves: Injuries and damages 719 719 Medical insurance 1,887 1,887 ---------- ---------- ---------- 2,606 0 2,606 ---------- ---------- ---------- Total Capitalization and Liabilities $ 848,164 $ 85,000 $ 933,164 ========== ========== ==========
YANKEE GAS SERVICES COMPANY 10.2a PRO FORMA INCOME STATEMENT FOR THE 12 MONTHS ENDED JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Operating Revenues $ 304,842 $ $ 304,842 ---------- ---------- ---------- Operating Expenses: Operation -- Fuel, purchased and net interchange power 150,855 150,855 Other 55,909 55,909 Maintenance 7,053 7,053 Depreciation 21,536 21,536 Federal and state income taxes 12,479 12,479 Taxes other than income taxes 26,553 26,553 ---------- ---------- ---------- Total operating expenses 274,385 0 274,385 ---------- ---------- ---------- Operating Income 30,457 0 30,457 ---------- ---------- ---------- Other (Loss)/Income: Other, net (2,961) (2,961) Income taxes 1,842 2,441 b 4,283 ---------- ---------- ---------- Other (loss)/income, net (1,119) 2,441 1,322 ---------- ---------- ---------- Income before interest charges 29,338 2,441 31,779 ---------- ---------- ---------- Interest Charges: Interest on long-term debt 12,310 12,310 Interest on short-term loan 2,060 2,060 Other interest 1,004 6,103 b 7,107 AFUDC - borrowed funds - credit (453) (453) ---------- ---------- ---------- Interest charges, net 14,921 6,103 21,024 ---------- ---------- ---------- Net Income $ 14,417 $ (3,662) $ 10,755 ========== ========== ==========
YANKEE GAS SERVICES COMPANY 10.2b PRO FORMA STATEMENT OF RETAINED EARNINGS AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Balance at beginning of period* $ 0 $ $ 0 Net income/(loss)* 366 (3,662) b (3,296) ---------- ---------- ---------- Balance at end of period* $ 366 $ (3,662) $ (3,296) ========== ========== ==========
*Retained earnings excludes the beginning balance, net income and cash dividends on common stock of $82,202, $14,051 and $7,496, respectively, from the Yankee Gas Services Company prior to their merger with Northeast Utilities on March 1, 2000. YANKEE GAS SERVICES COMPANY 10.2c PRO FORMA CAPITAL STRUCTURE AS OF JUNE 30, 2000 Unaudited (Thousands of Dollars)
PRO FORMA GIVING PRO EFFECT FORMA TO PER BOOK ADJ. ADJ. Long-term debt $ 152,189 $ $ 152,189 Common stock equity 460,494 (3,662) b 456,832 ---------- ---------- ---------- Total Capitalization $ 612,683 $ (3,662) $ 609,021 ========== ========== ==========
YANKEE GAS SERVICES COMPANY 10.2d PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (Thousands of Dollars) Debit Credit a) Cash 85,000 Notes payable to banks 85,000 To record the issuance of additional short-term debt. b) Other interest 6,103 Accrued taxes 2,441 Accrued interest 6,103 Income taxes 2,441 To record interest expense associated with increased level of short-term debt and related tax effect. EX-99.3 5 0005.txt EXHIBIT H-PROPOSED FORM OF NOTICE EXHIBIT H PROPOSED FORM OF NOTICE (Release No. 35 - ; 70-9755) APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 , 2000 Northeast Utilities ("NU"), a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended ("the Act"), The Connecticut Light and Power Company ("CL&P"), Public Service Company of New Hampshire ("PSNH"), Western Massachusetts Electric Company ("WMECO"), Holyoke Water Power Company ("HWP") and North Atlantic Energy Corporation ("NAEC"), each an electric utility subsidiary of NU, and Northeast Nuclear Energy Company ("NNECO") and Northeast Utilities Service Company ("NUSCO"), wholly-owned subsidiaries of NU and Yankee Energy System, Inc. ("YES"), a sub-holding company under NU, and its public utility subsidiary Yankee Gas Services Company ("Yankee Gas" and together with the other named companies, the "Applicants"), have filed with the Commission an Application/Declaration (the "Application") on Form U-1 in File No. 70-9755 pursuant to the Act. NU and WMECO are located at 174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010, CL&P, NUSCO and NNECO are located at 107 Selden Street, Berlin, Connecticut 06037, PSNH and NAEC are located at 1000 Elm Street, Manchester, New Hampshire 03105, YES and Yankee Gas are located at 599 Research Parkway, Meriden, Connecticut, 06450 and Holyoke Water Power Company is located at 1 Canal Street, Holyoke, MA 01040. In the Application, the Applicants seek Commission authorization for NU, CL&P, WMECO, PSNH, HWP, NNECO, NAEC, YES and Yankee Gas (collectively, the "Borrowers") to incur short-term debt, all on the terms set forth in the Application through and including June 30, 2003, extending and replacing authorization granted by the Commission by Order dated November 20, 1996 (HCAR No. 35-26612) and Supplemental Orders dated February 11, 1997 (HCAR No. 35-26665), March 25, 1997 (HCAR No. 35-26692), May 29, 1997 (HCAR No. 35- 26721), January 16, 1998 (HCAR No. 35-26816), May 13, 1999 (HCAR No. 35- 27004) and November 13, 2000 in Commission File No. 70-8875. In addition, 1) the Applicants seek Commission authorization for NU, CL&P, WMECO, HWP, NNECO, YES and Yankee Gas in the NU System Money Pool. The Application and any amendments thereto are available for public inspection through the Commission's Office of Public Reference. Any interested persons wishing to comment or request a hearing on the Application should submit their views in writing by , 2000, to the Secretary, Securities and Exchange Commission, Washington D.C. 20549, and serve a copy on the Applicants at the addresses specified above. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the Application as filed or as it may be amended, may be permitted to become effective. For the Commission, by the Division of Investment Management, pursuant to delegated authority. -----END PRIVACY-ENHANCED MESSAGE-----