-----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, DnX1bcG6VKT3gDgzKLhkYPToa4L8WFg6KyLAjxads53gTHy3Yc1qoN69SB3h050n /XHQWDkLJhbaaPaEkwK3pA== 0000072741-03-000005.txt : 20030128 0000072741-03-000005.hdr.sgml : 20030128 20030128124343 ACCESSION NUMBER: 0000072741-03-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05324 FILM NUMBER: 03527340 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 8-K 1 nu8kyearend012803.txt NU 8-K 2002 YEAR END RESULTS 012803 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 28, 2003 ------------------- Commission File Number 1-5324 ------ NORTHEAST UTILITIES -------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2147929 ---------------------- --------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0010 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (413) 785-5871 (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On January 28, 2003, Northeast Utilities issued a press release announcing unaudited results of operations for the three and twelve month periods ended December 31, 2002. The press release and unaudited preliminary financial report are filed with this Form 8-K as Exhibit 99.1 and 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Northeast Utilities Press Release dated January 28, 2003. Exhibit 99.2 Financial Report for the three and twelve month periods ending December 31, 2002. [SIGNATURE PAGE TO FOLLOW] SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHEAST UTILITIES (Registrant) By: /s/ Randy A. Shoop Name: Randy A. Shoop Title: Assistant Treasurer - Finance Date: January 28, 2003 EX-99 3 nuexh991presrls012803.txt PRESS RELEASE DATED 012803 Exhibit 99.1 News From The Northeast Utilities System Contact: Jeffrey R. Kotkin (860) 665-5154 NU ANNOUNCES YEAR-END 2002 RESULTS HARTFORD, Connecticut, January 28, 2003 - Northeast Utilities (NU-NYSE) today reported 2002 earnings of $152.1 million, or $1.18 per share on a fully diluted basis, compared with earnings of $243.5 million, or $1.79 per share, in 2001. In the fourth quarter of 2002, NU earned $56.0 million, or $0.44 per share on a fully diluted basis, compared with earnings of $50.0 million, or $0.38 per share, in the fourth quarter of 2001. Results from both years include a number of significant items. In the fourth quarter of 2002, NU recorded an after-tax gain of $10.0 million, or $0.08 per share, associated with the sale of 88.2 percent of the Seabrook nuclear station to a subsidiary of FPL Group. Earlier in 2002, NU recorded gains of $14.5 million, or $0.11 per share, primarily due to the elimination of reserves associated with the NU System's ownership share of certain Seabrook station assets. In 2002, NU also recorded after-tax investment write-downs of $11.0 million, or $0.09 per share. Absent those items, NU earned $138.6 million, or $1.08 per share on a fully diluted basis, in 2002. In 2001, NU recorded net gains of $115.6 million, or $0.85 per share, associated with the sale of the Millstone nuclear units and losses of $57.8 million, or $0.43 per share, associated with share repurchases and the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Absent those items, NU earned $185.7 million, or $1.37 per share on a fully diluted basis, in 2001. The following table reconciles 2002 and 2001 earnings on a reported and adjusted basis. Fourth Full Year Quarter 2001 Reported EPS $0.38 $1.79 Significant items Forward Share Repurchase --- $0.26 Millstone Sale $0.06 ($0.85) Adoption of SFAS 133 --- $0.17 2001 Adjusted EPS $0.44 $1.37 Regulated Results ($0.05) $0.03 Competitive Energy ($0.16) ($0.45) Businesses Lower 2002 Share Count $0.01 $0.06 Eliminations and Other $0.13 $0.07 2002 Adjusted EPS $0.37 $1.08 Significant items Investment Write-Downs ($0.01) ($0.09) Seabrook Items $0.08 $0.19 2002 Reported EPS $0.44 $1.18 Michael G. Morris, NU chairman, president and chief executive officer, attributed the weaker performance to NU's competitive energy businesses, which together lost $54.1 million in 2002, compared with a profit of $5 million in 2001. Those results were in line with NU's projections of October 2002. NU's competitive energy businesses lost $15.7 million in the fourth quarter of 2002, compared with a profit of $5.3 million in the fourth quarter of 2001. Morris attributed the weaker performance in 2002 to difficult market conditions, natural gas trading losses, and some unfavorable natural gas and electric supply contracts. Morris said NU continues to forecast a significant recovery of those businesses in 2003, projecting earnings in that segment of between $0.15 per share and $0.25 per share. Morris said NU's regulated businesses performed well in 2002. Earnings after payment of preferred dividends totaled $80.1 million at The Connecticut Light and Power Company (CL&P), compared with $104.2 million in 2001. The decline was primarily due to gains in 2001 related to the Millstone sale. Combined earnings at Public Service Company of New Hampshire and North Atlantic Energy Corporation totaled $89.2 million in 2002, including Seabrook-related gains, compared with $84.7 million in 2001. Earnings at Western Massachusetts Electric Company totaled $37.7 million in 2002, compared with $14.6 million in 2001. Morris said the improvement at WMECO was primarily due to the recognition of $13 million of investment tax credits in the second quarter of 2002. Earnings at Yankee Energy System, Inc., parent of Connecticut's largest natural gas distribution company, fell to $15.9 million in 2002 from $25.8 million in 2001, primarily because of the recognition of a property tax settlement in the third quarter of 2001. Yankee also felt the effects in 2002 of an extremely mild first quarter. For the year, firm sales fell 4.3 percent in 2002, compared with 2001. On the electric side, a hot summer made up for weak demand in the first quarter. Regulated retail sales rose 1.3 percent on the NU System in 2002, compared with 2001, with residential sales up 4.5 percent, commercial sales up 2.6 percent, and industrial sales down 7.7 percent. Morris said regulated company earnings are expected to decline to between $1.05 per share and $1.15 per share in 2003, mostly due to the following: - Eliminating of operating earnings related to Seabrook nuclear station; - Lower investment tax credits; and - Sharply lower projected pension income at NU's regulated businesses due to declining market returns. Approximately 30 percent of pension income is capitalized on the NU System as a reduction to the cost of capital additions, with the remaining 70 percent being recognized in the income statement as reductions to operation expense. In 2002, NU recorded approximately $74 million of pre-tax pension income, including the 30 percent that is capitalized, compared with expected income of $34 million in 2003. Overall, NU continues to project 2003 earnings of between $1.10 per share and $1.30 per share. Morris said NU passed several significant milestones in 2002. NU completed the divestiture of its remaining operating nuclear plants with the sale of Seabrook and Vermont Yankee. The year also marked continued strengthening of NU's balance sheet. As of the end of 2002, NU's total debt levels had fallen to approximately $2.4 billion, only about half of the company's debt, capitalized lease, and preferred security levels of five years earlier. With common equity of more than $2.2 billion and preferred equity of $116 million, NU's financial position will comfortably sustain anticipated growth in its businesses, Morris said. "We need to make significant investments to improve service reliability and energy choices in our three-state regulated service territory," Morris said. "We look forward to expanding and improving our energy delivery system in 2003." Morris said NU will continue to weigh other investment opportunities against share repurchases. NU repurchased more than 3.6 million common shares in 2002 following the repurchase of more than 14 million shares in 2001. NU currently has approximately 127 million shares outstanding and has board authorization to continue the repurchase of up to approximately 7 million of those shares. Northeast Utilities is a Fortune 500 diversified energy company located in Connecticut with operations throughout the Northeast. Through its competitive and regulated subsidiaries, NU provides Energy for a Changing World, with a full range of products and services to millions of residential and business customers from Maine to Maryland. From delivering electricity and natural gas, to marketing energy commodities, to operating and maintaining power plant facilities, NU is committed to safety, reliability and expanding consumers' energy options. For more information on Northeast Utilities and its subsidiaries, visit the NU family of Web sites at www.nu.com. This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements of future expectations and not facts. Actual results or developments might differ materially from those included in the forward-looking statements because of factors such as competition and industry restructuring, changes in economic conditions, changes in weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, volatility in electric and natural gas commodity markets, and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in NU's reports to the Securities and Exchange Commission. # # # # Note: NU will webcast an investor call this morning at 11:30 a.m. Eastern Daylight Time. The call can be accessed through NU's website at www.nu.com. EX-99.3 OTHER FIN ST 4 nu8kexh992012803.txt FINANCIAL STATEMENTS 123102 Exhibit 99.2 January 28, 2003 NORTHEAST UTILITIES AND SUBSIDIARIES ------------------------------------ FINANCIAL REPORT ----------------
Three Months Ended December 31, --------------------- 2002 2001 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,264,821 $ 1,298,557 =========== =========== Earnings for Common Shares: Before cumulative effect of accounting change, net of tax benefit $ 56,035 $ 49,984 Cumulative effect of accounting change, net of tax benefit of $14,908 - - ----------- ----------- Net Income $ 56,035 $ 49,984 =========== =========== Fully Diluted Earnings Per Common Share: Before cumulative effect of accounting change, net of tax benefit $ 0.44 $ 0.38 Cumulative effect of accounting change, net of tax benefit - - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.44 $ 0.38 =========== =========== Common Shares Outstanding (fully diluted) 128,179,015 131,381,924 =========== ===========
Twelve Months Ended December 31, ------------------- 2002 2001 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 5,034,913 $ 5,968,220 =========== =========== Earnings for Common Shares: Before cumulative effect of accounting change, net of tax benefit $ 152,109 $ 265,942 Cumulative effect of accounting change, net of tax benefit of $14,908 - (22,432) ----------- ----------- Net Income $ 152,109 $ 243,510 =========== =========== Fully Diluted Earnings Per Common Share: Before cumulative effect of accounting change, net of tax benefit $ 1.18 $ 1.96 Cumulative effect of accounting change, net of tax benefit - (0.17) ----------- ----------- Fully Diluted Earnings Per Common Share $ 1.18 $ 1.79 =========== =========== Common Shares Outstanding (fully diluted) 129,341,360 135,917,423 =========== ===========
The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Three Months Ended December 31, ------------------- 2002 2001 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,264,821 $ 1,298,557 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 710,861 754,798 Other 171,617 182,254 Maintenance 69,455 50,809 Depreciation 46,925 46,931 Amortization 262,378 82,578 Taxes other than income taxes 50,475 48,458 Gain on sale of utility plant (187,113) - ----------- ----------- Total operating expenses 1,124,598 1,165,828 ----------- ----------- Operating Income 140,223 132,729 Other Income/(Loss), Net 24,113 (3,017) ----------- ----------- Income Before Interest and Income Tax Expense 164,336 129,712 ----------- ----------- Interest Expense: Interest on long-term debt 27,366 35,605 Interest on rate reduction bonds 28,252 29,913 Other interest 11,285 5,118 ----------- ----------- Interest expense, net 66,903 70,636 ----------- ----------- Income Before Income Tax Expense 97,433 59,076 Income Tax Expense 40,008 7,988 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 57,425 51,088 Preferred Dividends of Subsidiaries 1,390 1,104 ----------- ----------- Income Before Cumulative Effect of Accounting Change 56,035 49,984 Cumulative effect of accounting change, net of tax benefit of $14,908 - - ----------- ----------- Net Income $ 56,035 $ 49,984 =========== =========== Fully Diluted Earnings Per Common Share: Income before cumulative effect of accounting change, net of tax benefit $ 0.44 $ 0.38 Cumulative effect of accounting change, net of tax benefit - - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.44 $ 0.38 =========== =========== Common Shares Outstanding (fully diluted) 128,179,015 131,381,924 =========== ===========
Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Twelve Months Ended December 31, ------------------- 2002 2001 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 5,034,913 $ 5,968,220 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 2,844,694 3,635,736 Other 752,482 773,058 Maintenance 263,487 258,961 Depreciation 193,700 201,013 Amortization 473,490 983,037 Taxes other than income taxes 227,518 219,197 Gain on sale of utility plant (187,113) (641,956) ----------- ----------- Total operating expenses 4,568,258 5,429,046 ----------- ----------- Operating Income 466,655 539,174 Other Income/(Loss), Net 43,828 187,627 ----------- ----------- Income Before Interest and Income Tax Expense 510,483 726,801 ----------- ----------- Interest Expense: Interest on long-term debt 134,471 140,497 Interest on rate reduction bonds 115,791 87,616 Other interest 20,249 51,545 ----------- ----------- Interest expense, net 270,511 279,658 ----------- ----------- Income Before Income Tax Expense 239,972 447,143 Income Tax Expense 82,304 173,952 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 157,668 273,191 Preferred Dividends of Subsidiaries 5,559 7,249 ----------- ----------- Income Before Cumulative Effect of Accounting Change 152,109 265,942 Cumulative effect of accounting change, net of tax benefit of $14,908 - (22,432) ----------- ----------- Net Income $ 152,109 $ 243,510 =========== =========== Fully Diluted Earnings Per Common Share: Income before cumulative effect of accounting change, net of tax benefit $ 1.18 $ 1.96 Cumulative effect of accounting change, net of tax benefit - (0.17) ----------- ----------- Fully Diluted Earnings Per Common Share $ 1.18 $ 1.79 =========== =========== Common Shares Outstanding (fully diluted) 129,341,460 135,917,423 =========== ===========
The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Balance Sheets ---------------------------
December 31, ------------------- 2002 2001 ---- ---- (Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 85,393 $ 96,658 Investments in securitizable assets 178,908 206,367 Receivables, net 767,089 659,759 Unbilled revenues 126,236 126,398 Fuel, materials, and supplies, at average cost 119,853 108,516 Special deposits 2,455 13,036 Prepayments and other 241,190 218,209 ----------- ----------- 1,521,124 1,428,943 ----------- ----------- Property, Plant and Equipment: Electric utility 5,141,887 5,743,575 Gas utility 679,055 634,884 Competitive energy 866,294 850,061 Other 205,115 195,741 ----------- ----------- 6,892,351 7,424,261 Less: Accumulated provision for depreciation 2,484,549 3,273,737 ----------- ----------- 4,407,802 4,150,524 Construction work in progress 320,567 289,889 Nuclear fuel, net - 32,564 ----------- ----------- 4,728,369 4,472,977 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets 2,910,029 3,287,537 Goodwill and other purchased intangible assets, net 345,867 333,123 Prepaid pension 328,890 232,398 Nuclear decommissioning trusts, at market - 61,713 Other 433,338 468,007 ----------- ----------- 4,018,124 4,382,778 ----------- ----------- Total Assets $10,267,617 $10,284,698 =========== ===========
December 31, ------------------- 2002 2001 ---- ---- (Thousands of Dollars) LIABILITIES AND CAPITALIZATION - ------------------------------ Current Liabilities: Notes payable to banks $ 56,000 $ 290,500 Long-term debt - current portion 57,229 50,462 Accounts payable 766,128 561,480 Accrued taxes 141,667 27,371 Accrued interest 40,597 35,659 Other 243,054 312,925 ----------- ----------- 1,304,675 1,278,397 ----------- ----------- Rate Reduction Bonds 1,899,312 2,018,351 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,436,507 1,491,394 Accumulated deferred investment tax credits 106,471 120,071 Deferred contractual obligations 354,469 216,566 Other 552,641 633,523 ----------- ----------- 2,450,088 2,461,554 ----------- ----------- Capitalization: Long-Term Debt 2,286,821 2,292,556 ----------- ----------- Preferered Stock 116,200 116,200 ----------- ----------- Common Shareholders' Equity: Common shares, $5 par value - authorized 225,000,000 shares; 149,375,847 shares issued and 127,562,031 shares outstanding in 2002 and 148,890,640 shares issued and 130,132,136 shares outstanding in 2001 746,879 744,453 Capital surplus, paid in 1,108,338 1,107,609 Deferred contribution plan - employee stock ownership plan (87,746) (101,809) Retained earnings 765,611 678,460 Accumulated other comprehensive income/(loss) 14,927 (32,470) Treasury stock (337,488) (278,603) ----------- ----------- Common Shareholders' Equity 2,210,521 2,117,640 ----------- ----------- Total Capitalization 4,613,542 4,526,396 ----------- ----------- Total Liabilities and Capitalization $10,267,617 $10,284,698 =========== ===========
The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. -----END PRIVACY-ENHANCED MESSAGE-----