-----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, Smxe0PIs2pS8MwjI/Y/mESZsr51k71/fKzV5yTHZvgPWNRHHCJEOq7pf9NjFzqJF S7dR4/WlwTfY4+8/6ORS3g== 0000072741-05-000040.txt : 20050309 0000072741-05-000040.hdr.sgml : 20050309 20050309172739 ACCESSION NUMBER: 0000072741-05-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050309 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050309 DATE AS OF CHANGE: 20050309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES 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: 05670225 BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET STREET 2: BUILDING 111-4 CITY: SPRINGFIELD STATE: MA ZIP: 01105 BUSINESS PHONE: 8606655000 MAIL ADDRESS: STREET 1: 107 SELDEN ST CITY: BERLIN STATE: CT ZIP: 06037-1616 FORMER COMPANY: FORMER CONFORMED NAME: NORTHEAST UTILITIES SYSTEM DATE OF NAME CHANGE: 19961121 8-K 1 nu8k020905.txt NU 8-K 030905 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) March 9, 2005 ------------------- NORTHEAST UTILITIES -------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 1-5324 04-2147929 ---------------------- ------------ --------------- (State or other jurisdiction of (Commission (I.R.S. Employer organization) File Number) Identification No.) ONE FEDERAL STREET, BUILDING 111-4, SPRINGFIELD MASSACHUSETTS 01105 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (860) 665-5500 (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) Section 2 - Financial Information Item 2.05(a) Costs Associated with Exit or Disposal Activities On March 9, 2005, Northeast Utilities ("NU") issued a news release announcing the results of a comprehensive review of its competitive energy businesses. The news release is incorporated herein as Exhibit 99. The information required by Items 2.05(b), (c) and (d) will be furnished by one or more amendments to this filing within four business days of NU determining the estimate or range of estimates of amounts expected to be incurred or expended in connection with the actions described in Exhibit 99. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Description Exhibit 99 NU News Release dated March 9, 2005. [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: Vice President and Treasurer Date: March 9, 2005 EX-99 2 nu8kexh99030905.txt NU EXH. 99 030905 NU LOGO NORTHEAST P. O. Box 270 UTILITIES SYSTEM Hartford, CT 06141-0270 107 Selden Street Berlin, CT 06037 (860)-665-5000 www.nu.com Exhibit 99 News Release Contacts: Mary Jo Keating (media) Jeffrey R. Kotkin (investors) Office: (860) 665-5181 (860) 665-5154 NU ANNOUNCES RESULTS OF COMPETITIVE BUSINESS REVIEW BERLIN, Connecticut, March 9, 2005-Northeast Utilities (NU-NYSE) announced that today it completed its previously announced comprehensive review of its competitive energy businesses and that it has decided that NU Enterprises, Inc. (NUEI), the holding company for NU's competitive energy investments, will exit the wholesale marketing business. NU also concluded that NUEI's competitive energy services businesses are not central to NU's long-term strategy and do not meet the company's expectations of profitability. As a result, the company will explore ways to divest those businesses in a manner that maximizes their value. Those businesses include electrical, mechanical, telecommunications, commercial plumbing and performance contracting companies. NU will retain its competitive generation and retail energy marketing businesses because it believes that the assets and retail business are competitively positioned to create significant opportunities for those businesses over the next several years. Charles W. Shivery, NU chairman, president and chief executive officer, said NU has concluded that the wholesale merchant energy sector in the power pools between Maine and Maryland is becoming increasingly competitive and that NUEI's wholesale marketing business will be unable to attain the profit margins necessary to generate acceptable returns and cash flows. As a result, NUEI will explore a number of alternatives for exiting the wholesale marketing business, including selling the wholesale marketing franchise, selling existing contracts, restructuring longer term contracts, and allowing shorter term contracts to expire without being renewed. In the interim, NUEI will only bid on new full requirements wholesale contracts to improve the value of its book of business by reducing existing electric positions. Shivery said that Select Energy, Inc., NUEI's marketing subsidiary, has built a very strong retail energy marketing franchise in the Northeast and Middle Atlantic states and that the company expects to build on that market presence. Additionally, the number of commercial and industrial customers buying their electricity and natural gas from competitive suppliers is continuing to rise. Select Energy's retail marketing revenues in 2004 were approximately $850 million on sales of approximately 10 million megawatt-hours of electricity and 40 billion cubic feet of natural gas. Select Energy's retail marketing business serves approximately 30,000 commercial and industrial locations in the New England, New York and PJM power pools. Select's retail marketing business projects revenues to grow to approximately $1 billion in 2005 because of a continued expansion of the retail market and its high customer retention rate of approximately 85 percent. NU will retain its 1,443 megawatts of competitive generating assets because it expects that their value could increase significantly in the coming years. The competitive generating assets, which include pumped storage, hydroelectric, and coal-fired units, are contained within its Northeast Generation Company (NGC) and Holyoke Water Power Company (HWP) subsidiaries. NUEI also will retain its Northeast Generation Services Company subsidiary, which operates the NGC and HWP plants. NUEI accounted for approximately $2.1 billion of NU's revenue in 2004, excluding sales to affiliated regulated companies. The wholesale marketing business accounted for approximately $1 billion of that revenue and NUEI's energy services accounted for approximately $275 million. The energy services businesses include E. S. Boulos Company and Woods Electrical Company, both electrical contractors; Woods Network Services, Inc., a telecommunications contracting firm; Select Energy Contracting, Inc., an electrical, mechanical, and plumbing contractor; and Select Energy Services, Inc., a performance contracting subsidiary that specializes in upgrading the energy efficiency of large governmental and institutional facilities. NU expects to record a charge in the first quarter of 2005 associated with the wholesale marketing and energy services businesses. The level of that charge will depend on a number of factors, including how the disposition of those businesses is accomplished. NU continues to work with the firm of Lazard Freres & Co., LLC, on that process. Because of the variety of methods the company could use to implement its decisions concerning the wholesale marketing and energy services businesses, NU will not provide a 2005 earnings range for its competitive energy businesses. The company expects that implementation of its decisions will have an impact on employment levels in those businesses, but the actual impact is not known at this time because the disposition process has just begun. Shivery said it is the company's goal to minimize layoffs by using, to the extent possible, open positions within the NU system or by a possible sale of both the wholesale franchise and the energy services businesses in which the buyers may offer positions to existing employees. NU continues to estimate earnings of between $1.22 per share and $1.30 per share at its regulated businesses and parent company and other expenses of between $0.08 per share and $0.13 per share. NU's regulated businesses represent more than 82 percent of NU's total assets and the company expects to invest heavily in those businesses over the next five years. "The focus of Northeast Utilities' investments for the next several years will continue to be on improving the electricity and natural gas delivery systems of our franchised service territories in Connecticut, New Hampshire and Massachusetts," Shivery said. "These systems will require several billion dollars of investment over the next five years to maintain and improve an infrastructure that is central to the economic vitality and quality of life in New England. We have the financial strength to make those investments on behalf of our customers and investors and we intend to complete them with the support of our regulators." NU operates New England's largest energy delivery system, serving approximately 2 million customers in Connecticut, New Hampshire and Massachusetts. This news release includes statements concerning NU's expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are "forward looking statements" within the meaning of the Private Litigation Reform Act of 1995. In some cases the reader can identify these forward looking statements by words such as "estimate", "expect", "anticipate", "intend", "plan", "believe", "forecast", "should", "could", and similar expressions. Forward looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward looking statements. Factors that may cause actual results to differ materially from those included in the forward looking statements include, but are not limited to, actions by state and federal regulatory bodies, competition and industry restructuring, changes in economic conditions, changes in weather patterns, changes in laws, regulations or regulatory policy, expiration or initiation of significant energy supply contracts, changes in levels of capital expenditures, developments in legal or public policy doctrines, technological developments, volatility in electric and natural gas commodity markets, effectiveness of our risk management policies and procedures, changes in accounting standards and financial reporting regulations, fluctuations in the value of electricity positions, changes in the ability to sell electricity positions and close out natural gas positions at anticipated margins, obtaining new contracts at anticipated volumes and margins, terrorist attacks on domestic energy facilities, and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in our reports to the Securities and Exchange Commission. We undertake no obligation to update the information contained in any forward looking statements to reflect developments or circumstances occurring after the statement is made. Note: NU will webcast an investor conference call on Thursday, March 10, 2005, at 11 a.m. Eastern Standard Time. The call can be accessed through NU's website at www.nu.com. # # # # -----END PRIVACY-ENHANCED MESSAGE-----