-----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, Qqvvul/L4YA9nwY6/YSYMfi2cSj7v5eYPhh1ApcS66LnGnOrjEeLzFBy84WhhLCo lTL6JoFtuc5dwgvy9AgiLQ== 0000072741-96-000093.txt : 19960508 0000072741-96-000093.hdr.sgml : 19960508 ACCESSION NUMBER: 0000072741-96-000093 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960507 SROS: NYSE 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: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 001-05324 FILM NUMBER: 96557067 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 2036655000 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 U5S 1 Commission File Number: 30-246 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM U5S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1995 Filed pursuant to the Public Utility Holding Company Act of 1935 by NORTHEAST UTILITIES 174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010 (Corporate Address) Selden Street, Berlin, Connecticut 06037-1616 (Principal Headquarters) NORTHEAST UTILITIES FORM U5S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1995 TABLE OF CONTENTS ----------------- ITEM PAGE - ---- ---- 1. System Companies and Investments Therein.......... 2 2. Acquisitions or Sales of Utility Assets........... 7 3. Issue, Sale, Pledge, Guarantee or Assumption of System Securities................................. 7 4. Acquisition, Redemption or Retirement of System Securities........................................ 8 5. Investments in Securities of Nonsystem Companies.. 11 6. Officers and Directors............................ 12 7. Contributions and Public Relations................ 35 8. Service, Sales and Construction Contracts......... 35 9. Wholesale Generators and Foreign Utility Companies 36 10. Financial Statements and Exhibits................. 41 Report of Independent Public Accountants..... F-1 Signature.................................... F-2
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995 Name of Company No. of Common % of Issuer Owner's --------------- Name of Owner Name of Issuer Shares Owned Voting Power Book Value Book Value - ------------- -------------- ------------ ------------ ---------- ---------- (000's) (000's) Northeast Utilities(NU) (1) The Connecticut Light and Power Company (3)* 12,222,930 100% $1,545,686 $1,545,686 Public Service Company of New Hampshire (3)* 1,000 100 565,425 565,425 Western Massachusetts Electric Company (3) 1,072,471 100 292,290 292,290 North Atlantic Energy Corporation (NAEC) (3) 1,000 100 220,677 220,677 Holyoke Water Power Company (3)* 480,000 100 20,664 20,664 Northeast Utilities Service Company (4) 1 100 1 1 Northeast Nuclear Energy Company (5) 1,500 100 16,298 16,298 North Atlantic Energy Service Corporation (NAESCO) (6) 1,000 100 11 11 The Rocky River Realty Company (7) 100 100 684 684 The Quinnehtuk Company (7) 3,500 100 (1,365) (1,365) Charter Oak Energy, Inc. (8)* 100 100 47,209 47,209 HEC Inc. (9)* 100 100 3,379 3,379
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995 (CONTINUED) Name of Company No. of Common % of Issuer Owner's --------------- Name of Owner Name of Issuer Shares Owned Voting Power Book Value Book Value - ------------- -------------- ------------ ------------ ---------- ---------- (000's) (000's) The Connecticut Light and Research Park, Incorporated 50 100% $ 56 $ 56 Power Company (2)(3)*** (CL&P) CL&P Capital, L.P. (10) - 100 3,100 3,100 The City and Suburban Electric and Gas Company** 100 100 1 1 Electric Power, Incorporated** 100 100 1 1 -- Noninterest Advance 1 1 The Connecticut Transmission Corporation** 200 100 5 5 The Connecticut Steam Company** 10 100 1 1 The Nutmeg Power Company** 60 100 2 2 Public Service Company Properties, Inc. (7) 200 100 625 625 of New Hampshire (2) (3) -- Interest Advance 6,123 6,123 PSNH New Hampshire Electric Company** 1 100 1 1 Western Massachusetts Electric Company (2) (3) (WMECO) Holyoke Water Power Holyoke Power and Electric Company 4,850 100 (202) (202) Company (3) -- Variable rate demand notes 424 424
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995 (CONTINUED) Name of Company No. of Common % of Issuer Owner's --------------- Name of Owner Name of Issuer Shares Owned Voting Power Book Value Book Value - ------------- -------------- ------------ ------------ ---------- ---------- (000's) (000's) Charter Oak Energy, Inc. (8) Charter Oak (Paris) Inc. 100 100% $ 2,517 $ 2,517 COE Development Corporation 100 100 4,787 4,787 COE (UK) Corp. 799 79.9 3,809 3,043 COE (Gencoe) Corp. 490 49 (127) (62) -- Promissory Note 757 371 COE Argentina I Corp. 100 100 10 10 COE Argentina II Corp. 100 100 18,781 18,781 COE Ave Fenix Corporation (11) 100 100 17,010 17,010 COE Tejona Corporation (12) 100 100 10 10 COE (Gencoe) Corp. (8) COE (UK) Corp. 201 20.1 3,809 766 HEC Inc. (9) HEC International Corporation 100 100 9 9 HEC Energy Consulting Canada Inc. 100 100 10 10 Southwest HEC Energy Services L.L.C. (13) - 50 45 45 *Consolidated. **Inactive. ***Exempt holding company - see Commission Release Nos. 13048 and 14947. (1) For information about NU's investment in the hydro-transmission companies, see Note A to Item 1. (2) For information regarding CL&P's, PSNH's, and WMECO's investment in regional nuclear generating companies, see Note A to Item 1. (3) Electric utility operating subsidiary. (4) Service company which provides support services for the NU system companies. (5) Agent for the NU system companies and other New England utilities in operating the Millstone nuclear generating facilities. (6) Agent for the joint owners in operating the Seabrook 1 nuclear generating facility. (7) Subsidiary which constructs, acquires, or leases some of the property and facilities used by the system companies. (8) Directly and through its subsidiaries, COE develops and invests in cogeneration, small power production, and other forms of nonutility generation and in exempt wholesale generators and foreign utility companies, as permitted under the Energy Policy Act of 1992. (9) Directly and through its subsidiaries, HEC provides energy management, demand-side management, and related consulting services for commercial, industrial, and institutional electric companies and electric utility companies. (10) In November 1994, CL&P Capital L.P., a Delaware limited partnership, was formed for the sole purpose of issuing limited partnership interests. CL&P is the sole general partner of CL&P Capital L.P. (11) In May 1995, COE Ave Fenix Corporation, a Connecticut corporation, was formed for the purpose of acquiring an interest in Ave Fenix Energia S.A., an Argentine company, whose sole purpose is to own and operate a 168 MW simple cycle natural gas-fired electric generating facility located in the Province of Tucuman, Argentina. It is anticipated that COE Ave Fenix Corporation will own 96% of the issued and outstanding common stock of Ave Fenix Energia. (12) In April 1995, COE Tejona Corporation, a Connecticut corporation, was formed for the purpose of acquiring an interest in Plantas Eolicas S.A., a Costa Rican company, whose sole purpose is to own and operate a 20 MW wind-power electric generating facility located near the town of Tejona, Costa Rica. It is anticipated that COE Tejona Corporation will own approximately 65% of the issued and outstanding common stock of Plantas Eolicas. (13) In November 1995, Southwest HEC Energy Services, L.L.C., a Delaware limited liability company, was formed to be the organizational entity for a joint venture that would be later entered into by HEC Inc. and Arizona Public Service Company. The joint venture will provide energy management services, and other services that HEC is authorized to provide, to customers in the southwestern United States and northern Mexico.
ITEM 1.SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995 (CONTINUED) Note A:The following is CL&P's, PSNH's, and WMECO's total investments in regional nuclear generating companies and Northeast Utilities' investments in New England Hydro-Transmission Electric Company, Inc. and New England Hydro-Transmission Corporation: Name Name No. of Common Percentage of Carrying Value of Owner of Issuer Shares Owned Voting Power to Owners ========= ========= -------------- ------------- -------------- (000's) The Connecticut Light and Power Company: Connecticut Yankee Atomic Power Co. 120,750 34.5% $34,966 Maine Yankee Atomic Power Co. 60,000 12.0 8,747 Vermont Yankee Nuclear Power Corp. 37,242 9.5 5,089 Yankee Atomic Electric Co. 37,583 24.5 5,822 Public Service Company of New Hampshire: Connecticut Yankee Atomic Power Co. 17,500 5.0 5,270 Maine Yankee Atomic Power Co. 25,000 5.0 3,588 Vermont Yankee Nuclear Power Corp. 15,681 4.0 2,069 Yankee Atomic Electric Co. 10,738 7.0 1,625 Western Massachusetts Electric Company: Connecticut Yankee Atomic Power Co. 33,250 9.5 9,618 Maine Yankee Atomic Power Co. 15,000 3.0 2,194 Vermont Yankee Nuclear Power Corp. 9,800 2.5 1,345 Yankee Atomic Electric Co. 10,738 7.0 1,663 Total System Investment: Connecticut Yankee Atomic Power Co. 171,500 49.0 49,854 Maine Yankee Atomic Power Co. 100,000 20.0 14,529 Vermont Yankee Nuclear Power Corp. 62,723 16.0 8,503 Yankee Atomic Electric Co. 59,059 38.5 9,110 Northeast Utilities: New England Hydro-Transmission Electric Company, Inc. 906,324 22.66 14,604 New England Hydro-Transmission Corp. 4,871 22.66 8,954 ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS None required to be reported. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES Descriptions of transactions involving the issue, sale, pledge, guarantee or assumption of system securities, including short-term borrowings, have been filed pursuant to Rule 24, with the exception of certain NU guar- antees incident to the procurement of surety bonds and the issue of certain securities, as described below. In the ordinary course of their business, the NU subsidiary companies are required to provide surety or performance bonds. From time to time, NU guarantees the payment of such a bond by its subsidiary through the indemnification of the surety company or agency which has agreed to provide the bond. NU's guarantee of these surety bonds is exempt from the provisions of Section 12(b) of the Public Utility Holding Company Act of 1935, pursuant to Rule 45(b)(6) thereunder. As of December 31, 1995, NU had $6,652,160 of such guarantees outstanding. The highest amount outstanding during 1995 was $6,742,160 on August 22, 1995. In addition, information relating to the following issuance has been filed on Form U-6B-2 in accordance with Rule 52: 1. Issuance of $225,000,000 aggregate principal amount of variable rate (depending upon borrowing option and interest period chosen from time to time) Notes pursuant to a Term Credit Agreement; and Multicurrency- Cross Border ISDA Master Agreements with an effective fixed rate of 7.051 percent (assuming no change in Public Service Company of New Hampshire's First Mortgage Bonds' credit rating) to manage the variable interest rate of Notes by North Atlantic Energy Corporation on December 11, 1995.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1) Amounts Acquired Amounts Retired/Debt Repayment ---------------------------------- ---------------------------------- Number of Shares Number of Shares Name of Issuer and Title of Issue or Principal Amount Consideration or Principal Amount Consideration - --------------------------------- ------------------- ------------- ------------------- ------------- The Connecticut Light and Power Company Preferred Stock - 1989 DARTS 2,000,000 $ 50,000,000 2,000,000 $ 50,000,000 Series 1989 - 9.00% 3,000,000 79,050,000 3,000,000 79,050,000 ------------ ------------- ------------ ------------ 5,000,000 $ 129,050,000 5,000,000 $129,050,000 ============ ============= ============ ============ First Mortgage Bonds - 7.625% Series UU of 1992 $ 2,755,000 $ 2,755,000 $ 2,755,000 $ 2,755,000 ============ ============= ============ ============ Other Notes/Agreements - (2) Connecticut Resource Recovery Authority Note $ 8,100,000 $ 8,100,000 $ 8,100,000 $ 8,100,000 Other 10,756 10,756 10,756 10,756 ------------ ------------- ------------ ------------ $ 8,110,756 $ 8,110,756 $ 8,110,756 $ 8,110,756 ============ ============= ============ ============ Western Massachusetts Electric Company Preferred Stock - 1988 DARTS 600,000 $ 15,000,000 600,000 $ 15,000,000 Series 1987 - 7.60% 27,000 675,000 27,000 675,000 ------------ ------------- ------------ ------------ 627,000 $ 15,675,000 627,000 $ 15,675,000 ============ ============= ============ ============ First Mortgage Bonds - 5.75% Series F of 1967 $ 150,000 $ 150,000 $ 150,000 $ 150,000 6.75% Series G of 1968 100,000 100,000 100,000 100,000 9.25% Series U of 1990 34,300,000 34,300,000 34,300,000 34,300,000 ------------ ------------- ------------ ------------ $ 34,550,000 $ 34,550,000 $ 34,550,000 $ 34,550,000 ============ ============= ============ ============
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1) Amounts Acquired Amounts Retired/Debt Repayment ---------------------------------- ---------------------------------- Number of Shares Number of Shares Name of Issuer and Title of Issue or Principal Amount Consideration or Principal Amount Consideration - --------------------------------- ------------------- ------------- ------------------- ------------- Public Service Company of New Hampshire Variable Rate Term Loan $141,000,000 $141,000,000 $141,000,000 $141,000,000 ============ ============ ============ ============ Northeast Nuclear Energy Company 7.17% Senior Notes of 1993 $ 317,422 $ 317,422 $ 317,422 $ 317,422 ============ ============ ============ ============ NU Parent (Parent) (NU-P) NU-P, as part of its acquisition of Public Service Company of New Hampshire (PSNH) on June 5, 1992, issued 8,430,910 warrants to former PSNH equity security holders. These warrants, which will expire on June 5, 1997, entitle the holder to purchase one share of NU common at an exercise price of $24 per share. As of December 31, 1995, 462,224 shares had been purchased through the exercise of warrants. 8.58% Series A Note of 1991 $ 6,000,000 $ 6,000,000 $ 6,000,000 $ 6,000,000 8.38% Series B Note of 1992 6,000,000 6,000,000 6,000,000 6,000,000 ------------ ------------ ------------ ------------ $ 12,000,000 $ 12,000,000 $ 12,000,000 $ 12,000,000 ============ ============ ============ ============ The Rocky River Realty Company Other Notes/Agreements - 7.875% Installment Note of 1973 (2) $ 667,000 $ 667,000 $ 667,000 $ 667,000 Variable Rate Mortgage Note (3) 57,312 57,312 57,312 57,312 8.81% Series A Note of 1992 (3) 635,820 635,820 635,820 635,820 8.82% Series B Note of 1992 (3) 406,519 406,519 406,519 406,519 ------------ ------------ ------------ ------------ $ 1,766,651 $ 1,766,651 $ 1,766,651 $ 1,766,651 ============ ============ ============ ============
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1) Amounts Acquired Amounts Retired/Debt Repayment ---------------------------------- ---------------------------------- Number of Shares Number of Shares Name of Issuer and Title of Issue or Principal Amount Consideration or Principal Amount Consideration - --------------------------------- ------------------- ------------- ------------------- ------------- North Atlantic Energy Corporation First Mortgage Bonds - 9.05% Series A of 1992 $ 20,000,000 $ 20,000,000 $ 20,000,000 $ 20,000,000 ============= ============= ============= ============= Other Notes - (2) 15.23% Notes of 1991 $ 205,000,000 $ 237,095,620 $ 205,000,000 $ 237,095,620 ============= ============= ============= ============= (1) For acquisitions, redemptions, or retirements of system securities, other than preferred stock, all transactions exempt pursuant to Rule 42(b)(2) or (4). (2) Unsecured. (3) Secured.
ITEM 5.INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES % of Carrying Name of Owner Name of Issuer Security Owned (1) Number of Shares Voting Power Value to Owners - ------------- -------------- --------------- ---------------- ------------ --------------- (000's) Western Massachusetts Massachusetts Mutual Electric Company Life Insurance Note - - $ 190 ========== Public Service Company Amoskeag Industries, of New Hampshire Inc. Stock 1,000 - $ 100 ========== Northeast Utilities (Parent) Connecticut Seed Limited Partner- - - $ 250 Ventures, Ltd. ship Interest ========== 8 Subsidiaries (2) Various Stock, Debentures, and Notes - - $ 215 ========== Charter Oak (Paris) Inc. Tenaska III Limited Partner- Partners, Limited ship Interest - - $ 2,229 ========== COE Argentina II. Corp. Central Termica Stock 4,000 33.3% $ 18,300 San Miguel de Tucuman, S.A. ========== COE Ave Fenix Corp. Ave Fenix, S.A. Advanced Capital- - - $ 16,843 Contributions ========== COE (UK) Corp. Encoe Partners General Partner- - 50% $ 3,849 ship Interest ========== (1) Recorded at cost on owners books. Partnership interests are accounted for under the equity method of accounting. (2) The Connecticut Light and Power Company, Western Massachusetts Electric Company, Holyoke Water Power Company, The Quinnehtuk Company, Northeast Utilities Service Company, Northeast Utilities (Parent), Public Service Company of New Hampshire, and Rocky River Realty Company.
ITEM 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1995 1. The following is a list of the names and principal business addresses of the individuals who are Trustees of Northeast Utilities (NU), but who are not officers or directors of any other NU system company. The names of the officers and directors of system companies appear in Section 2 below. Alfred F. Boschulte Denham C. Lunt, Jr. PT. EXCELCOMINDO PRATAMA Lunt Silversmiths c/o NYNEX Corporation 298 Federal Street 2000 Corporate Drive Greenfield, MA 01301 Orangeburg, NY 10962 Cotton Mather Cleveland William J. Pape II Mather Associates Waterbury Republican-American 123 Main Street 398 Meadow Street P.O. Box 935 P.O. Box 2090 New London, NH 03257 Waterbury, CT 06722-0290 George David Robert E. Patricelli United Technologies Corporation Value Health, Inc. United Technologies Building 22 Waterville Road Hartford, CT 06101 Avon, CT 06001 E. Gail de Planque Norman C. Rasmussen c/o Northeast Utilities Massachusetts Institute of Technology P.O. Box 270 Building 24, Room 205 Hartford, CT 06141-0270 77 Massachusetts Avenue Cambridge, MA 02139 Gaynor N. Kelley John F. Swope The Perkin-Elmer Corporation Sheehan, Phinney, Bass & Green 761 Main Avenue Hampshire Plaza, 1000 Elm Street Norwalk, CT 06859 P.O. Box 3701 Manchester, NH 03105-3701 Elizabeth T. Kennan John F. Turner c/o Northeast Utilities The Conservation Fund P.O. Box 270 1800 North Kent Street - Suite 1120 Hartford, CT 06141-0270 Arlington, VA 22209 ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. Following are the names of and positions held by the officers and directors of all system companies (excluding the trustees of Northeast Utilities who are listed in Section 1 above). NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED AS OF DECEMBER 31, 1995 NU City and CL&P Suburban Bernard M. Fox CHB, P, CEO, T CH, P, CEO CH, D Robert E. Busch EVP, CFO EVP, CFO EVP, CFO, D Hugh C. MacKenzie P, D Cheryl W. Grise SVP, CAO, D Francis L. Kinney SVP Robert G. Abair D Neil T. Brigham Richard R. Carella VP Ronald G. Chevalier VP Eric A. DeBarba Barry Ilberman VP John B. Keane VP, TRS VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost VP Kerry J. Kuhlman VP Keith R. Marvin VP Donald B. Miller, Jr. John T. Muro VP John W. Noyes Edward M. Richters John J. Roman VP, C VP, C VP, C Frank P. Sabatino VP Stephen E. Scace Robert P. Wax VP, S, GC VP, S, GC, D VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop D Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** D David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) NU (continued) City and Suburban CL&P (continued) (continued) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw (4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) CL&P Capital (5) COE COE Argen I Bernard M. Fox CH, P, CEO, D CH, P, CEO, D Robert E. Busch EVP, CFO, D EVP, CFO, D Hugh C. MacKenzie Cheryl W. Grise Francis L. Kinney Robert G. Abair Neil T. Brigham Richard R. Carella Ronald G. Chevalier Eric A. DeBarba Barry Ilberman VP, D John B. Keane VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin Donald B. Miller, Jr. John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C Frank P. Sabatino Stephen E. Scace Robert P. Wax VP, S, GC VP, S, GC Roger C. Zaklukiewicz Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw (4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) COE Argen II COE Ave Fenix COE Develop Bernard M. Fox CH. P, CEO, D CH, P, CEO, D CH, P, CEO, D Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D Hugh C. MacKenzie Cheryl W. Grise Francis L. Kinney Robert G. Abair Neil T. Brigham Richard R. Carella Ronald G. Chevalier Eric A. DeBarba Barry Ilberman John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin Donald B. Miller, Jr. John T. Muro John W. Noyes Edward M. Richters John J. Roman Frank P. Sabatino Stephen E. Scace Robert P. Wax VP, S, GC VP, S, GC VP, S, GC Roger C. Zaklukiewicz Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw (4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) COE Gencoe COE Tejona COE UK Bernard M. Fox CH, P, CEO CH, P, CEO, D CH, P, CEO Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D Hugh C. MacKenzie Cheryl W. Grise Francis L. Kinney Robert G. Abair Neil T. Brigham Richard R. Carella Ronald G. Chevalier Eric A. DeBarba Barry Ilberman John B. Keane VP, TRS VP, TRS, D VP, TRS Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin Donald B. Miller, Jr. John T. Muro John W. Noyes Edward M. Richters John J. Roman Frank P. Sabatino Stephen E. Scace Robert P. Wax VP, S, GC VP, S, GC VP, S, GC Roger C. Zaklukiewicz Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry D D Eugene G. Vertefeuille D A. John Stremlaw (4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) CO (Paris) Conn Steam Conn Trans Bernard M. Fox CH, P, CEO, D CH, P, CEO CH, P, CEO Robert E. Busch EVP, CFO, D EVP, CFO EVP, CFO Hugh C. MacKenzie Cheryl W. Grise Francis L. Kinney Robert G. Abair Neil T. Brigham Richard R. Carella Ronald G. Chevalier Eric A. DeBarba Barry Ilberman John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin Donald B. Miller, Jr. John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C VP, C Frank P. Sabatino Stephen E. Scace Robert P. Wax VP, S, GC VP, S, GC, D VP, S, GC, D Roger C. Zaklukiewicz Theresa H. Allsop D D Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw (4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) EPI Encoe Partners(6) HEC Bernard M. Fox CH, P, CEO CHB, CEO, D Robert E. Busch EVP, CFO D Hugh C. MacKenzie CH(E), D Cheryl W. Grise Francis L. Kinney Robert G. Abair Neil T. Brigham Richard R. Carella Ronald G. Chevalier Eric A. DeBarba Barry Ilberman D John B. Keane VP, TRS, D D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin Donald B. Miller, Jr. John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C Frank P. Sabatino Stephen E. Scace Robert P. Wax VP, S, GC, D Roger C. Zaklukiewicz Theresa H. Allsop D Thomas V. Foley Janice P. Jacque H. Donald Burbank* VP David S. Dayton* VP, D Linda A. Jensen* VP, TRS, CL Thomas W. Philbin* P, D James B. Redden* VP Ted C. Feigenbaum** William T. Frain, Jr.*** David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis D John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw (4) TEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) HEC Canada HEC International HP&E Bernard M. Fox CHB, CEO CHB, CEO, D CH, CEO, D Robert E. Busch D EVP, CFO, D Hugh C. MacKenzie CAO D P, D Cheryl W. Grise SVP,D Francis L. Kinney SVP Robert G. Abair VP, CAO, D Neil T. Brigham Richard R. Carella Ronald G. Chevalier VP Eric A. DeBarba Barry Ilberman VP John B. Keane D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP Donald B. Miller, Jr. John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C Frank P. Sabatino VP Stephen E. Scace Robert P. Wax VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop Thomas V. Foley CL Janice P. Jacque H. Donald Burbank* VP VP David S. Dayton* VP VP, D Linda A. Jensen* VP, TRS, S VP, TRS, CL Thomas W. Philbin* P P, D James B. Redden* VP VP Ted C. Feigenbaum** Willam T. Frain, Jr.*** D David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis D John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) D ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) HWP NAEC NAESCO Bernard M. Fox CH, CEO, D CH, CEO, D CH, CEO, D Robert E. Busch EVP, CFO, D P, CFO, D P, CFO, D Hugh C. MacKenzie P, D D D Cheryl W. Grise SVP, D SVP, CAO, D D Francis L. Kinney SVP SVP Robert G. Abair VP, CAO, D Neil T. Brigham Richard R. Carella Ronald G. Chevalier VP Eric A. DeBarba VP Barry Ilberman VP VP John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP Donald B. Miller, Jr. John T. Muro VP John W. Noyes Edward M. Richters John J. Roman VP, C VP, C VP, C Frank P. Sabatino VP Stephen E. Scace VP Robert P. Wax VP, S, GC VP, S, GC VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop Thomas V. Foley CL Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** SVP, D SVP, CNO, D William T. Frain, Jr.*** D D D David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw (4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) NHEC NNECO NUSCO Bernard M. Fox CH, CEO, D C, P, CEO, D Robert E. Busch P, CFO, D PE, D Hugh C. MacKenzie D PR, D Cheryl W. Grise SVP, CAO, D SVP, CAO, D Francis L. Kinney SVP SVP Robert G. Abair D D Neil T. Brigham VP, CIO Richard R. Carella Ronald G. Chevalier VP Eric A. DeBarba VP VP Barry Ilberman VP VP John B. Keane VP, TRS VP, TRS, D VP, TRS, D Mary Jo Keating VP Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP VP Donald B. Miller, Jr. SVP John T. Muro VP John W. Noyes VP, COMP VP Edward M. Richters VP John J. Roman VP, C VP, C Frank P. Sabatino VP Stephen E. Scace VP VP Robert P. Wax VP, S, GC VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** P, D D D David H. Boguslawski*** VP, D Gary A. Long*** VP, D Paul E. Ramsey*** Robert A. Bersak*** S, D William B. Ellis John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) Nutmeg Power Properties, PSNH Inc. Bernard M. Fox CH, P, CEO C, CEO, D Robert E. Busch EVP, CFO EVP, CFO Hugh C. MacKenzie D Cheryl W. Grise D Francis L. Kinney Robert G. Abair Neil T. Brigham Richard R. Carella Ronald G. Chevalier VP Eric A. DeBarba Barry Ilberman VP John B. Keane VP, TRS, D VP, TRS VP, TRS Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin Donald B. Miller, Jr. John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C VP, C VP, C Frank P. Sabatino VP Stephen E. Scace Robert P. Wax VP, S, GC, D VP, S, GC, D Roger C. Zaklukiewicz Theresa H. Allsop D Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** P, D P, COO,D David H. Boguslawski*** VP, D VP Gary A. Long*** VP, D VP Paul E. Ramsey*** D Robert A. Bersak*** S, D William B. Ellis John C. Collins (1) D Gerald Letendre (2) D Jane E. Newman (3) D Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw (4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) Quinn. Research Park RRR Bernard M. Fox CH, P, CEO, D CH, P, CEO, D CH, P, CEO, D Robert E. Busch EVP, CFO, D EVP, CFO, D EVP, CFO, D Hugh C. MacKenzie EVP, D EVP, D EVP, D Cheryl W. Grise SVP, D SVP, CAO, D SVP, CAO, D Francis L. Kinney SVP SVP SVP Robert G. Abair VP, CAO, D D D Neil T. Brigham Richard R. Carella Ronald G. Chevalier Eric A. DeBarba Barry Ilberman VP VP VP John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP VP VP Donald B. Miller, Jr. John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C VP, C VP, C Frank P. Sabatino Stephen E. Scace Robert P. Wax VP, S, GC VP, S, GC VP, S, GC Roger C. Zaklukiewicz VP VP VP Theresa H. Allsop Thomas V. Foley Janice P. Jacque CL H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** D D D David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) PART 1. (Continued) 2. (Continued) WMECO HEC Southwest (7) Bernard M. Fox CH, D Robert E. Busch EVP, CFO, D Hugh C. MacKenzie P, D Cheryl W. Grise SVP, D Francis L. Kinney SVP Robert G. Abair VP, CAO, D Neil T. Brigham Richard R. Carella Ronald G. Chevalier VP Eric A. DeBarba Barry Ilberman VP John B. Keane VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP Donald B. Miller, Jr. John T. Muro VP John W. Noyes Edward M. Richters John J. Roman VP, C Frank P. Sabatino VP Stephen E. Scace Robert P. Wax VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop Thomas V. Foley Janice P. Jacque CL H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, D Jr.*** David H. Boguslawski*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** William B. Ellis John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) The principal business address of the individuals listed above is 107 Selden Street, Berlin, Connecticut 06037-1616, except for those individuals designated by a single asterisk (*), whose principal business address is 24 Prime Parkway, Natick, Massachusetts 01760; a double asterisk (**), whose principal business address is Lafayette Road, Seabrook, New Hampshire 03874; and a triple asterisk (***), whose principal business address is is 1000 Elm Street, Manchester, New Hampshire 03101. (1) Mr. Collins' principal business address is: Lahey Hitchcock Clinic, One Medical Center Drive, Lebanon, New Hampshire 03756. (2) Mr. Letendre's principal business address is: Diamond Casting & Machine Co., Inc., P.O. Box 420, Route 130, Hollis, New Hampshire 03049. (3) Ms. Newman's principal business address is: Exeter Trust Company, One Harbour Place, Suite 400, Portsmouth, NH 03801-3871. (4) Mr. Stremlaw's principal business address is: HEC Energy Consulting Canada Inc., 285 Yorkland Blvd., Willowdale, Ontario Canada, M2J 1S5. (5) CL&P Capital is a partnership in which CL&P serves as general partner and NUSCO serves as limited partner. (6) Encoe Partners is a partnership comprised of COE (UK) Corp. and Enron. The officers and directors listed for Encoe Partners are the officers and directors of COE (UK) Corp. (7) HEC Southwest is a Delaware limited liability company, formed to be the organizational entity for a joint venture between HEC Inc. and Arizona Public Service Company. ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) KEY: AVP - Assistant Vice President C - Controller CAO - Chief Administrative Officer CEO - Chief Executive Officer CFO - Chief Financial Officer CIO - Chief Information Officer COMP - Comptroller COO - Chief Operating Officer CH - Chairman CHB - Chairman of the Board CH(E) - Chairman of the Executive Committee CL - Clerk CNO - Chief Nuclear Officer D - Director EVP - Executive Vice President GC - General Counsel P - President PE - President - Energy Resources Group PR - President - Retail Business Group S - Secretary SVP - Senior Vice President T - Trustee TRS - Treasurer VC - Vice Chairman VP - Vice President NU - Northeast Utilities City and Suburban- The City and Suburban Electric and Gas Company (CL&P Subsidiary) CL&P - The Connecticut Light and Power Company COE - Charter Oak Energy, Inc. COE Argen I - COE Argentina I Corp. (Charter Oak Energy Subsidiary) COE Argen II - COE Argentina II Corp. (Charter Oak Energy Subsidiary) COE Ave Fenix - COE Ave Fenix Corporation (Charter Oak Energy Subsidiary) COE Develop - COE Development Corporation (Charter Oak Energy Subsidiary) COE Gencoe - COE (Gencoe) Corp. (Charter Oak Energy Subsidiary) COE Tejona - COE Tejona Corp. (Charter Oak Energy Subsidiary) COE UK - COE (UK) Corp. (Charter Oak Energy Subsidiary) CO (Paris) - Charter Oak (Paris) Inc. (Charter Oak Energy Subsidiary) Conn Steam - The Connecticut Steam Company (CL&P Subsidiary) Conn Trans - The Connecticut Transmission Corporation (CL&P Subsidiary) EPI - Electric Power, Incorporated (CL&P Subsidiary) HEC - HEC Inc. HEC Canada - HEC Energy Consulting Canada Inc. (HEC Subsidiary) HEC International- HEC International Corporation (HEC Subsidiary) HEC Southwest - Southwest HEC Energy Services L.L.C. HP&E - Holyoke Power and Electric Company (HWP Subsidiary) HWP - Holyoke Water Power Company NAEC - North Atlantic Energy Corporation NAESCO - North Atlantic Energy Service Corporation NHEC - New Hampshire Electric Company NNECO - Northeast Nuclear Energy Company NUSCO - Northeast Utilities Service Company Nutmeg Power - The Nutmeg Power Company (CL&P Subsidiary) Properties, Inc. - Properties, Inc. (PSNH Subsidiary) PSNH - Public Service Company of New Hampshire Quinn. - The Quinnehtuk Company Research Park - Research Park, Inc. (CL&P Subsidiary) RRR - The Rocky River Realty Company WMECO - Western Massachusetts Electric Company ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) Part II. The following is a list of the officers, Directors and Trustees who have financial connections within the provisions of Section 17(c) of the Act. Name and Position Held Name of Officer Location in Financial Applicable or Director Financial Institution Institution Exemption Rule* - ----------- --------------------- ----------- --------------- (1) (2) (3) (4) Cotton Mather Bank of Ireland Director A Cleveland First Holdings Manchester, NH First NH Banks, Inc. Director A Manchester, NH John C. Collins Fleet Bank - Director C New Hampshire Nashua, NH Bernard M. Fox Fleet Financial Group, Inc. Director B, D,E, F Providence, RI Francis L. Kinney MidConn Bank Director F Berlin, CT * "A" designates Rule 70(a)(1) and (2); "B" designates Rule 70(b)(1), (2), (3) and (4); "C" designates Rule 70(c)(1) and (2); "D" designates Rule 70(d)(1), (2), (3) and (4); "E" designates Rule 70(e)(1) and (2); and "F" designates Rule 70(f)(1) and (2). ITEM 6. OFFICERS AND DIRECTORS (CONTINUED) Part III. The information provided herein is applicable to all system companies, except as indicated otherwise. a. COMPENSATION OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS Compensation of Trustees Prior to July 1, 1995, each Trustee who was not an employee of Northeast Utilities or its subsidiaries was compensated at an annual rate of $17,000 cash plus 100 common shares of Northeast Utilities, and received $900 for each meeting of the Board or its Committees attended. The Chairs of the Audit Committee, the Corporate Responsibility Committee and the Committee on Organization, Compensation and Board Affairs were compensated at an additional annual rate of $3,000. Effective July 1, 1995, the common share portion of the annual retainer for a Trustee who is not an employee of Northeast Utilities or its subsidiaries was increased to 250 common shares of Northeast Utilities, and the compensation for Chairs of Board Committees was increased to $3,500. Prior to the beginning of each calendar year, each non-employee Trustee may irrevocably elect to have all or any portion of the annual retainer cash compensation paid in the form of common shares of Northeast Utilities. Pursuant to the Northeast Utilities Deferred Compensation Plan for Trustees, each Trustee may also irrevocably elect to defer receipt of some or all cash and/or share compensation. In addition to the above compensation, Dr. de Planque and Mr. Turner performed other extra services for the Company during 1995 and received $2,000 and $1,000, respectively. During 1995, each Director of PSNH who was not an employee of Northeast Utilities or its subsidiaries was compensated at an annual rate of $10,000 in cash and received $500 for each meeting of the Board or its committees attended. Each of the Chairman of the Audit Committee, the Corporate Responsibility Committee, the Finance Committee and the Utility Operations Committee were compensated during 1994 at an additional rate of $1,500. SECTION 16(A) REPORTING Mr. Eugene D. Jones, a former Trustee of Northeast Utilities, who retired on May 23, 1995, filed a late report on Form 4 in September, 1995, reporting three sales of Northeast Utilities common shares, which took place in May, June, and July, 1995.
SUMMARY COMPENSATION TABLE The following table presents the cash and non-cash compensation received by the CEO and the next four highest paid executive officers of the System, and by two retired executive officers who would have been among the five highest paid executive officers but for their retirement, in accordance with rules of the Securities and Exchange Commission (SEC): Annual Compensation Long Term Compensation Awards Payouts Options/ Long Re- Stock Term All Other stricted Appreci- Incentive Other Annual Stock ation Program Compen- Name and Salary Bonus($) Compensa- Awards Rights Payouts sation($) Principal Position Year ($) (Note 1) tion($) ($) (#) ($) (Note 2) Bernard M. Fox 1995 551,300 (Note 3) None None None 130,165 7,350 Chairman of the Board, 1994 544,459 308,896 None None None 115,771 4,500 President and Chief 1993 478,775 180,780 None None None 61,155 7,033 Executive Officer Robert E. Busch 1995 350,000 (Note 3) None None None 63,100 7,350 President - Energy 1994 346,122 173,366 None None None 44,073 4,500 Resources Group 1993 255,915 78,673 None None None 32,337 7,072 Hugh C. MacKenzie 1995 247,665 (Note 3) None None None 46,789 7,350 President - Retail 1994 245,832 113,416 None None None 40,449 4,500 Business Group 1993 192,502 51,765 None None None 28,000 5,775 Francis L. Kinney 1995 190,100 (Note 3) None None None 29,808 5,584 Senior Vice 1994 191,303 57,425 None None None 24,549 4,500 President - Govern- 1993 188,090 28,620 None None None 27,020 5,423 mental Affairs principal subsidiaries) Cheryl W. Grise 1995 178,885 (Note 3) None None None 24,834 5,361 Senior Vice President- 1994 169,354 64,412 None None None 17,616 4,491 Chief Administrative 1993 136,475 25,728 None None None 0 4,094 Officer principal subsidiaries) William B. Ellis (4) 1995 249,420 (Note 3) None None None 158,393 7,350 Retired 1994 457,769 129,742 None None None 185,003 4,500 1993 521,250 160,693 None None None 87,363 None John F. Opeka (5) 1995 275,449 (Note 3) None None None 56,779 7,350 Retired 1994 283,069 65,775 None None None 54,556 4,500 1993 277,304 58,259 None None None 40,014 6,875 Notes: 1. Awards under the 1993 and 1994 short-term programs of the Northeast Utilities Executive Incentive Plan (EIP) were paid the next year in the form of cash. In accordance with the requirements of the SEC, these awards are included as "bonus" in the years earned. 2. "All Other Compensation" consists of employer matching contributions under the Northeast Utilities Service Company Supplemental Retirement and Savings Plan, generally available to all eligible employees. 3. Awards under the short-term program of the EIP have typically been made by the Committee on Organization, Compensation and Board Affairs (the Committee) in April each year. Based on preliminary estimates of corporate performance, the short-term incentive awards for Mr. Fox and Mr. Busch will be $246,168 and $147,707, respectively. These amounts reflect a reduction of $82,056 and $49,236, respectively, or 25 percent of the pro forma short-term award, which will be held back and forfeited unless the Committee determines that the Company has met specific nuclear performance goals. The estimated short-term incentive awards for the other named officers, subject to final individual performance adjustments, are as follows: Mr. MacKenzie - $128,841; Mr. Kinney - $86,980; Mrs. Grise $86,980; Mr. Ellis - $114,883; and Mr. Opeka $40,000. 4. Mr. Ellis retired as Chairman of the Board and a Trustee of Northeast Utilities on August 1, 1995. 5. Mr. Opeka retired as Executive Vice President - Nuclear of Northeast Utilities' service company subsidiaries on November 1, 1995. PENSION BENEFITS The following table shows the estimated annual retirement benefits payable to an executive officer of Northeast Utilities upon retirement, assuming that retirement occurs at age 65 and that the officer is at that time not only eligible for a pension benefit under the Northeast Utilities Service Company Retirement Plan (the Retirement Plan) but also eligible for the "make-whole benefit" and the "target benefit" under the Supplemental Executive Retirement Plan for Officers of Northeast Utilities System Companies (the Supplemental Plan). The Supplemental Plan is a non-qualified pension plan providing supplemental retirement income to system officers. The "make-whole benefit" under the Supplemental Plan, available to all officers, makes up for benefits lost through application of certain tax code limitations on the benefits that may be provided under the Retirement Plan and includes as "compensation" awards under the Executive Incentive Compensation Program and Executive Incentive Plan and deferred compensation (as earned). The "target benefit" further supplements these benefits and is available to officers at the Senior Vice President level and higher who are selected by the Board of Trustees to participate in the target benefit and who remain in the employ of Northeast Utilities companies until at least age 60 (unless the Board of Trustees sets an earlier age). Each of the executive officers of Northeast Utilities named in the Summary Compensation Table is currently eligible for a target benefit. The benefits presented are based on a straight life annuity beginning at age 65 and do not take into account any reduction for joint and survivorship annuity payments.
Years of Credited Service Final Average Compensation 15 20 25 30 35 $ 200,000 $72,000 $96,000 $120,00 $120,00 $120,000 250,000 90,000 120,000 150,000 150,000 150,000 300,000 108,000 144,000 180,000 180,000 180,000 350,000 126,000 168,000 210,000 210,000 210,000 400,000 144,000 192,000 240,000 240,000 240,000 450,000 162,000 216,000 270,000 270,000 270,000 500,000 180,000 240,000 300,000 300,000 300,000 600,000 216,000 288,000 360,000 360,000 360,000 700,000 252,000 336,000 420,000 420,000 420,000 800,000 288,000 384,000 480,000 480,000 480,000 900,000 324,000 432,000 540,000 540,000 540,000 1,000,000 360,000 480,000 600,000 600,000 600,000 1,100,000 396,000 528,000 660,000 660,000 660,000 1,200,000 432,000 576,000 720,000 720,000 720,000 Final average compensation for purposes of calculating the "target benefit" is the highest average annual compensation of the participant during any 36 consecutive months compensation was earned. Compensation taken into account under the "target benefit" described above includes salary, bonus, restricted stock awards, and long-term incentive payouts shown in the Summary Compensation Table, but does not include employer matching contributions under the 401(k) Plan. In the event that an officer's employment terminates because of disability, the retirement benefits shown above would be offset by the amount of any disability benefits payable to the recipient that are attributable to contributions made by Northeast Utilities and its subsidiaries under long term disability plans and policies. As of December 31, 1995, the five executive officers named in the Summary Compensation Table above had the following years of credited service for retirement compensation purposes: Mr. Fox - 31, Mr. Busch - 22, Mr. MacKenzie - - 30, Mr. Kinney - 34, and Mrs. Grise - 15. Assuming that retirement were to occur at age 65 for these officers, retirement would occur with 43, 38, 41, 36 and 36 years of credited service, respectively. In 1992, Northeast Utilities entered into an agreement with Mr. Fox to provide for an orderly Chief Executive Officer succession. The agreement states that if Mr. Fox is terminated as Chief Executive Officer without cause, he will be entitled to specified severance pay and benefits. Those benefits consist primarily of (i) two years' base pay, medical, dental and life insurance benefits; (ii) a supplemental retirement benefit equal to the difference between the target benefit he would be entitled to receive if he had reached the age of 55 on the termination date and the actual target benefit to which he is entitled as of the termination date; and (iii) a target benefit under the Supplemental Plan, notwithstanding that he might not have reached age 60 on the termination date and notwithstanding other forfeiture provisions of that plan. The agreement also provides specified death and disability benefits. The agreement does not address Mr. Fox's normal compensation and benefits, which are to be determined by the Committee on Organization, Compensation and Board Affairs and the Board in accordance with their customary practices. The agreement terminates two years after Northeast Utilities gives Mr. Fox a notice of termination, but no earlier than the date he becomes 55. b. SECURITY OWNERSHIP OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS The following table provides information as of February 27, 1996, as to the beneficial ownership of the equity securities of NU for each Trustee, each of the five highest paid executive officers of NU and its subsidiaries, and Directors and executive officers of system companies. Unless otherwise noted, each Trustee and executive officer has sole voting and investment power with respect to the listed shares. No equity securities of other system companies are owned by Trustees, Directors or executive officers. Amount and Nature of Name of Beneficial Percent of Class Beneficial Owner Ownership Class (1) - -------- ----------------------- ------------ ---------- NU Common Robert G. Abair 6,489 NU Common Theresa A. Allsop 1,462 NU Common Robert A. Bersak(2) 605 NU Common David H. Boguslawski 1,518 NU Common Alfred F. Boschulte 1,156 NU Common Robert E. Busch 10,074 NU Common Cotton Mather Cleveland (3) 2,966 NU Common John C. Collins (4) 25 NU Common George David 1,536 NU Common E. Gail de Planque 606 NU Common Ted C. Feigenbaum 474 NU Common John H. Forsgren 0 NU Common Bernard M. Fox (5) 25,092 NU Common William T. Frain, Jr. 1,793 NU Common Cheryl W. Grise 3,407 NU Common Barry Ilberman (6) 6,822 NU Common John B. Keane 2,122 NU Common Gaynor N. Kelley 1,706 NU Common Elizabeth T. Kennan 2,231 NU Common Francis L. Kinney (7) 3,697 NU Common Gerald Letendre 0 NU Common Gary A. Long 301 NU Common Hugh C. MacKenzie (8) 8,047 NU Common Jane E. Newman 0 NU Common William J. Pape II 2,713 NU Common Robert E. Patricelli 1,192 NU Common Paul E. Ramsey 283 NU Common Norman C. Rasmussen 1,751 NU Common John J. Roman 1,624 NU Common John F. Swope 1,838 NU Common John F. Turner (9) 862 NU Common Robert P. Wax 2,791 Amount beneficially owned by Trustees, Directors and Executive Officers as a group: (1) As of February 27, 1996 there were 136,023,358 common shares of NU outstanding. The percentage of such shares beneficially owned by any Director or Executive Officer, or by all Directors and Executive Officers of CL&P, PSNH, WMECO and NAEC as a group, does not exceed one percent. (2) Mr. Bersak shares voting and investment power with his wife for 228 shares. (3) 1,248 of these shares are held in trust. (4) Mr. Collins shares voting and investment power with his wife for 25 shares. (5) Mr. Fox shares voting and investment power with his wife for 3,031 of these shares. In addition, Mr. Fox's wife has sole voting and investment power for 140 shares as to which Mr. Fox disclaims beneficial ownership. (6) Mr. Ilberman shares voting and investment power with his wife for 290 of these shares and voting and investment power with his mother for 1,161 of these shares. (7) Mr. Kinney shares voting and investment power with his wife for 1,508 of these shares. (8) Mr. MacKenzie shares voting and investment power with his wife for 1,467 shares. (9) Mr. Turner shares voting and investment power with his wife for 438 shares. c. CONTRACTS AND TRANSACTIONS OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS WITH SYSTEM COMPANIES Northeast Utilities Service Company (NUSCO), a subsidiary of Northeast Utilities, selected ValueRx, a subsidiary of Value Health, Inc., through a competitive bid process to serve as one of NUSCO's prescription drug providers under its Group Insurance Plan during 1995. The total payments made by NUSCO to ValueRx during 1995 to administer the Company's prescription drug program were $960,000. Mr. Patricelli, who is standing for re-election as a Trustee of Northeast Utilities, is Founder, Chairman and Chief Executive Officer of Value Health, Inc. The law firm of Sheehan, Phinney, Bass & Green rendered legal services to North Atlantic Energy Service Corporation, a subsidiary of Northeast Utilities. Mr. Swope, who is standing for re-election as a Trustee of Northeast Utilities, is of counsel to the firm. d. INDEBTEDNESS OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS OF SYSTEM COMPANIES No disclosure has been made in any system company's most recent proxy statement or annual report on Form 10-K because no Trustee, Director or executive officer was indebted to a system company during 1995. e. PARTICIPATION OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS IN BONUS AND PROFIT-SHARING ARRANGEMENTS This disclosure was included in the discussion of compensation in Part III, Section (a) above. f. RIGHTS TO INDEMNITY OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS No disclosures were made in any system company's most recent proxy statement or annual report on Form 10-K with respect to the rights to indemnity of Trustees, Directors or executive officers ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (1) There were no expenditures, disbursements or payments made during 1995, in money, goods or services, directly or indirectly, to or for the account of any political party, candidate for public office or holder of such office, or any committee or agent therefor. (2) The following expenditures, disbursements or payments were made during 1995 to citizens groups or public relations counsel: Name of Name of Total Purpose of Amount System Company Ultimate Beneficiary Paid the Payment Charged Corporate Communications: PSNH Porter McGee $32,000 Public Relations 923.99 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS PART I: 1. In 1995, HEC, Inc. provided energy management and/or demand-side management services to one or more system companies, as authorized by prior Commission orders under the Act, in an aggregate amount of less than $100,000 for each company. 2. In 1995, Public Service Company of New Hampshire (PSNH) rendered the following services to North Atlantic Energy Service Corporation (NAESCO): Description of Service Amount ---------------------- ------ (Thousands of Dollars) Employee Related Expenses $277 Construction Services 43 Transmission Services 17 Legal Services 23 Accounting and Auditing Services 29 Miscellaneous Services 71 3. In 1995, the following revenues were received from NAESCO in connection with leasing PSNH assets. Newington station building and outside storage $188* *Includes operation and maintenance charges and property taxes associated with leased property. PART II: See Item 6, Part III(c). PART III: None to be reported. ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Part I. 1(a) Identification of Company: 1. Company: Encoe Partners 2. Location: 4 Millbank London SWIP 3ET 3. Business address: Same 4. Description: An English general partnership formed for the sole purpose of building, owning, and operating a power generating facility and acquiring certain rights and obligations under a power contract relating to the 1,875 MW gas-fired combined cycle power plant in Teesside, Wilton, Cleveland, England (Teesside). 5. System company that holds interest : COE (Gencoe) Corp. and COE (UK) Corp. both Connecticut corporations. 6. EWG or FUCO: FUCO (b) Capital investment in company by NU, direct or indirect: 1. Type: Capital contribution 2. Amount: $3.8 million 3. Debt: Promissory note for Charter Oak Energy, Inc. to loan COE (Gencoe) Corp. $757,023.78. 4. Other financial obligations with recourse to NU or another system company: None 5. Guarantees by NU: None Transfer of assets to an affiliated EWG or FUCO: 1. Market value: None 2. Book value: None 3. Sale price: None (c) State the ratio of debt to common equity and earnings as of 12/31/95: This information is not available at this filing date and will be subsequently provided under Form U5S/A. (d) Service, Sales, or Construction Contracts: None ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (CONTINUED) 2(a) Identification of Company: 1. Company: Central Termica San Miguel de Tucuman S.A. (C.T.S.M.T.) 2. Location: Reconquesta 1001 Buenos Aires, Argentina 3. Business address: Same 4. Description: An Argentinean company whose sole purpose is to own and operate the C.T.S.M.T. Facility. The Facility is a 114 MW simple cycle natural gas combustion turbine and associated electrical and natural gas interconnection equipment located in Tucuman Province, Argentina. 5. System company that holds interest: COE Argentina II Corp. a Connecticut corporation. 6. EWG or FUCO: FUCO (b) Capital investment in company by NU, direct or indirect: 1. Type: Capital contribution 2. Amount: $18.3 million 3. Debt: None 4. Other financial obligations with resource to NU or another system company: None 5. Guarantees by NU: None Transfer of assets to an affiliated EWG or FUCO: 1. Market value: None 2. Book value: None 3. Sale price: None (c) State the ratio of debt to common equity and earnings as of 12/31/95: C.T.S.M.T. did not prepare financial statements for the period ended December 31, 1995. (d) Service, Sales, or Construction Contracts: None ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (CONTINUED) 3(a) Identification of Company: 1. Company: Ave Fenix Energia S.A. 2. Location: Av. Leandro N. Alen 1110 1001 Buenos Aires, Argentina 3. Business address: Same 4. Description: An Argentinean company whose sole purpose is to own and operate the Ave Fenix Facility. The Facility is a 168 MW simple cycle natural gas combustion turbine and associated electrical and natural gas interconnection equipment located in Tucuman Province, Argentina. 5. System company that holds interest: COE Ave Fenix Corporation, a Connecticut corporation. 6. EWG or FUCO: FUCO (b) Capital investment in company by NU, direct or indirect: 1. Type: Advanced capital contribution (12/31/95) 2. Amount: $16.8 million 3. Debt: None 4. Other financial obligations with recourse to NU or another system company: None 5. Guarantees by NU: None Transfer of assets to an affiliated EWG or FUCO: 1. Market value: None 2. Book value: None 3. Sale price: None (c) State the ratio of debt to common equity and earnings as of 12/31/95: Ave Fenix Energia S.A. did not prepare financial statements for the period ended December 31, 1995. (d) Service, Sales, or Construction Contracts: None ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (CONTINUED) PART I. 4(a) Identification of Company: 1. Company: Plantas Eolicas S.A. 2. Location: 29th Street, 3rd and 5th Avenues San Jose, Costa Rica 3. Business address: Same 4. Description: On January 26, 1995, COE filed a Form U-57 notifying the Commission of FUCO status for Plantas Eolicas S.A., a Costa Rican company whose sole purpose is to own and operate the Plantas Eolicas facility. The facility is a 20 MW wind power project located in Guanacaste Province, Costa Rica. 5. System company that holds interest: Upon project completion, COE Tejona Corporation, a Connecticut corporation. 6. EWG or FUCO: FUCO (b) Capital investment in company by NU, direct or indirect: 1. Type: Advanced capital contribution (12/31/95) 2. Amount: $2.0 million 3. Debt: None 4. Other financial obligations with recourse to NU or another system company: On August 4, 1995, Charter Oak Energy, Inc. (COE) entered into a contract guaranteeing the payment of the construction contract price. COE's liability, as guarantor, under this contract is $20.02 million. NU has agreed to provide, if needed, the funds necessary to meet the terms of the guarantee. 5. Guarantees by NU: None Transfer of assets to an affiliated EWG or FUCO: 1. Market value: None 2. Book value: None 3. Sale price: None (c) State the ratio of debt to common equity and earnings as of December 31, 1995: Plantas Eolicas S.A. did not prepare financial statements for the period ended December 31, 1995. (d) Services, Sales, or Construction Contracts: None PART II. An organizational chart showing the relationship of the foreign utility companies to other NU system companies is provided as Exhibit H. Required financial data is provided as Exhibit I. PART III. (a) NU's aggregate investment in EWGs and FUCOs, respectively, as of 12/31/95: EWGs: $ 0.0 million FUCOs: $40.9 million (b) Ratio of aggregate investment to aggregate retained earnings of NU's public-utility subsidiary companies as of 12/31/95: 0.037 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Page ---- Financial Statements filed pursuant to the Public Utility Holding Company Act of 1935 Report of Independent Public Accountants F-1 Signature F-2 Financial Statements Northeast Utilities and Subsidiaries: Consolidating Balance Sheet as of December 31, 1995 F-4--F-7 Consolidating Statement of Income for year ended December 31, 1995 F-8--F-9 Consolidating Statement of Retained Earnings for year ended December 31,1995 F-10--F-11 Consolidating Statement of Capital Surplus, Paid In for the year ended December 31, 1995 F-10--F-11 Consolidating Statement of Cash Flows for year ended December 31, 1995 F-12--F-13 The Connecticut Light and Power Company and Subsidiaries: Consolidating Balance Sheet as of December 31, 1995 F-14--F-15 Consolidating Statement of Income for year ended December 31, 1995 F-16 Consolidating Statement of Retained Earnings for year ended December 31,1995 F-17 Consolidating Statement of Capital Surplus, Paid In for the year ended December 31, 1995 F-17 Consolidating Statement of Cash Flows for year ended December 31, 1995 F-18 Public Service Company of New Hampshire and Subsidiary: Consolidating Balance Sheet as of December 31, 1995 F-20--F-21 Consolidating Statement of Income for year ended December 31, 1995 F-22 Consolidating Statement of Retained Earnings for year ended December 31, 1995 F-23 Consolidating Statement of Capital Surplus, Paid In for the year ended December 31, 1995 F-23 Consolidating Statement of Cash Flows for year ended December 31, 1995 F-24 Holyoke Water Power Company and Subsidiary: Consolidating Balance Sheet as of December 31, 1995 F-26--F-27 Consolidating Statement of Income for year ended December 31, 1995 F-28 Consolidating Statement of Retained Earnings for year ended December 31,1995 F-29 Consolidating Statement of Capital Surplus, Paid In for the year ended December 31, 1995 F-29 Consolidating Statement of Cash Flows for year ended December 31, 1995 F-30 Charter Oak Energy Incorporated and Subsidiaries: Consolidating Balance Sheet as of December 31, 1995 F-32--F-35 Consolidating Statement of Income for year ended December 31, 1995 F-36--F-37 Consolidating Statement of Retained Earnings for year ended December 31, 1995 F-38--F-39 Consolidating Statement of Capital Surplus, Paid In for the year ended December 31, 1995 F-38--F-39 Consolidating Statement of Cash Flows for year ended December 31, 1995 F-40--F-41 HEC Incorporated and Subsidiaries: Consolidating Balance Sheet as of December 31, 1995 F-42--F-43 Consolidating Statement of Income for the year ended December 31, 1995 F-44 Consolidating Statement of Retained Earnings for the year ended December 31, 1995 F-45 Consolidating Statement of Capital Surplus, Paid In for the year ended December 31, 1995 F-45 Consolidating Statement of Cash Flows for the year ended December 31, 1995 F-46 Notes to Financial Statements F-47 Exhibits E-1--E-12 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Northeast Utilities and Subsidiaries: We have audited the consolidated balance sheets and consolidated statements of capitalization of Northeast Utilities (a Massachusetts trust) and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, common shareholders' equity, cash flows, and income taxes for each of the three years in the period ended December 31, 1995, included in the 1995 annual report to shareholders and incorporated by reference in this Form U5S. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northeast Utilities and subsidiaries as of December 31, 1995 and 1994, and the results of their operations and cash flows for each of the three years in the period then ended December 31, 1995, in conformity with generally accepted accounting principles. As explained in Note 1A to the financial statements, effective January 1, 1993, Northeast Utilities and subsidiaries changed their method of accounting for property taxes. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Hartford, Connecticut February 16, 1996 SIGNATURE Northeast Utilities, a registered holding company, has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, pursuant to the requirements of the Public Utility Holding Company Act of 1935. NORTHEAST UTILITIES By: /s/ John J. Roman --------------------------------- John J. Roman Vice President and Controller April 25, 1996 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ---------- -------------- -------------- Utility Plant, at cost: Electric 0 6,147,961 2,109,790 Other 0 0 8,694 ---------- -------------- -------------- 0 6,147,961 2,118,484 Less: Accumulated provision for depreciation 0 2,418,557 515,563 ---------- -------------- -------------- 0 3,729,404 1,602,921 Unamortized PSNH acquisition costs 0 0 588,910 Construction work in progress 0 103,026 15,975 Nuclear fuel, net 0 138,203 1,585 ---------- -------------- -------------- Total net utility plant 0 3,970,633 2,209,391 ---------- -------------- -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 0 238,023 2,436 Investments in regional nuclear generating companies, at equity 0 54,624 12,552 Investments in transmission companies, at equity 23,558 0 0 Investments in subsidiary companies, at equity 2,701,866 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 0 Other, at cost 249 14,821 1,015 ---------- -------------- -------------- 2,725,673 307,468 16,003 ---------- -------------- -------------- Current Assets: Cash and special deposits 18 1,757 684 Notes receivable from affiliated companies 9,675 0 19,100 Receivables, net 0 231,574 91,535 Accounts receivable from affiliated companies 607 3,069 1,383 Accrued utility revenues 0 91,157 33,984 Fuel, materials, and supplies, at average cost 0 68,482 41,717 Recoverable energy costs, net--current portion 0 78,108 0 Prepayments and other 138 42,894 11,223 ---------- -------------- -------------- 10,438 517,041 199,626 ---------- -------------- -------------- Deferred Charges: Regulatory assets 0 1,210,384 434,001 Accumulated deferred income taxes 6,984 0 0 Unamortized debt expense 11 14,977 14,165 Deferred receivable from affiliated company 0 0 33,284 Other 122 10,232 3,396 ---------- -------------- -------------- 7,117 1,235,593 484,846 ---------- -------------- -------------- Total Assets 2,743,228 6,030,735 2,909,866 ========== ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Utility Plant, at cost: Electric 1,234,738 771,794 94,835 Other 0 0 0 ------------- -------------- -------------- 1,234,738 771,794 94,835 Less: Accumulated provision for depreciation 462,872 99,772 39,077 ------------- -------------- -------------- 771,866 672,022 55,758 Unamortized PSNH acquisition costs 0 0 0 Construction work in progress 18,957 7,616 1,923 Nuclear fuel, net 31,574 27,482 0 ------------- -------------- -------------- Total net utility plant 822,397 707,120 57,681 ------------- -------------- -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 69,903 15,312 0 Investments in regional nuclear generating companies, at equity 14,820 0 0 Investments in transmission companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 0 Other, at cost 3,979 222 3,357 ------------- -------------- -------------- 88,702 15,534 3,357 ------------- -------------- -------------- Current Assets: Cash and special deposits 241 8,384 56 Notes receivable from affiliated companies 0 2,500 7,000 Receivables, net 42,164 0 3,879 Accounts receivable from affiliated companies 951 18,692 99 Accrued utility revenues 11,119 0 0 Fuel, materials, and supplies, at average cost 5,114 12,269 6,413 Recoverable energy costs, net--current portion 2,595 0 0 Prepayments and other 6,581 4,157 130 ------------- -------------- -------------- 68,765 46,002 17,577 ------------- -------------- -------------- Deferred Charges: Regulatory assets 160,986 239,896 2,756 Accumulated deferred income taxes 0 0 0 Unamortized debt expense 1,496 5,619 998 Deferred receivable from affiliated company 0 0 0 Other 0 478 275 ------------- -------------- -------------- 162,482 245,993 4,029 ------------- -------------- -------------- Total Assets 1,142,346 1,014,649 82,644 ============= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4A NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
Northeast Northeast Utilities Nuclear North Atlantic Service Energy Energy Service Company Company Corporation --------- --------- -------------- Utility Plant, at cost: Electric 0 54,819 0 Other 96,433 0 0 --------- --------- -------------- 96,433 54,819 0 Less: Accumulated provision for depreciation 62,933 9,541 0 --------- --------- -------------- 33,500 45,278 0 Unamortized PSNH acquisition costs 0 0 0 Construction work in progress 6,571 1,623 0 Nuclear fuel, net 0 0 0 --------- --------- -------------- Total net utility plant 40,071 46,901 0 --------- --------- -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 0 0 0 Investments in regional nuclear generating companies, at equity 0 0 0 Investments in transmission companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 0 Other, at cost 4,630 0 37 --------- --------- -------------- 4,630 0 37 --------- --------- -------------- Current Assets: Cash and special deposits 15,747 5 772 Notes receivable from affiliated companies 65,275 27,000 0 Receivables, net 28,805 6,910 25,430 Accounts receivable from affiliated companies 29,276 43,795 147 Accrued utility revenues 0 0 0 Fuel, materials, and supplies, at average cost 129 66,455 0 Recoverable energy costs, net--current portion 0 0 0 Prepayments and other 1,051 5,399 2,980 --------- --------- -------------- 140,283 149,564 29,329 --------- --------- -------------- Deferred Charges: Regulatory assets 0 0 0 Accumulated deferred income taxes 14,913 10,942 0 Unamortized debt expense 0 159 0 Deferred receivable from affiliated company 0 0 0 Other 6,612 2,291 19,292 --------- --------- -------------- 21,525 13,392 19,292 --------- --------- -------------- Total Assets 206,509 209,857 48,658 ========= ========= ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4B NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
Charter Oak The The Rocky Energy, Inc. Quinnehtuk River Realty (consolidated) Company Company (b) ---------- ------------ -------------- Utility Plant, at cost: Electric 0 0 52 Other 1,829 79,464 0 ---------- ------------ -------------- 1,829 79,464 52 Less: Accumulated provision for depreciation 1,084 25,166 47 ---------- ------------ -------------- 745 54,298 5 Unamortized PSNH acquisition costs 0 0 0 Construction work in progress 331 9,001 86 Nuclear fuel, net 0 0 0 ---------- ------------ -------------- Total net utility plant 1,076 63,299 91 ---------- ------------ -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 0 0 0 Investments in regional nuclear generating companies, at equity 0 0 0 Investments in transmission companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 41,221 Other, at cost 2,625 2,513 0 ---------- ------------ -------------- 2,625 2,513 41,221 ---------- ------------ -------------- Current Assets: Cash and special deposits 125 0 1,798 Notes receivable from affiliated companies 0 0 0 Receivables, net 0 12 0 Accounts receivable from affiliated companies 1 1,487 0 Accrued utility revenues 0 0 0 Fuel, materials, and supplies, at average cost 0 0 0 Recoverable energy costs, net--current portion 0 0 0 Prepayments and other 0 761 0 ---------- ------------ -------------- 126 2,260 1,798 ---------- ------------ -------------- Deferred Charges: Regulatory assets 4 0 0 Accumulated deferred income taxes 0 0 130 Unamortized debt expense 0 219 0 Deferred receivable from affiliated company 0 0 0 Other 4 25 5,565 ---------- ------------ -------------- 8 244 5,695 ---------- ------------ -------------- Total Assets 3,835 68,316 48,805 ========== ============ ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4C NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
HEC Inc. (consolidated) (b) Eliminations Consolidated -------------- ------------ ------------ Utility Plant, at cost: Electric 2,961 926,809 9,490,142 Other 970 0 187,389 -------------- ------------ ------------ 3,931 926,809 9,677,531 Less: Accumulated provision for depreciation 1,824 6,878 3,629,559 -------------- ------------ ------------ 2,107 919,931 6,047,972 Unamortized PSNH acquisition costs 0 0 588,910 Construction work in progress 0 0 165,111 Nuclear fuel, net 0 0 198,844 -------------- ------------ ------------ Total net utility plant 2,107 919,931 7,000,837 -------------- ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 0 0 325,674 Investments in regional nuclear generating companies, at equity 0 0 81,996 Investments in transmission companies, at equity 0 0 23,558 Investments in subsidiary companies, at equity 0 2,701,866 0 Investments in Charter Oak Energy, Inc. projects 0 0 41,221 Other, at cost 0 0 33,448 -------------- ------------ ------------ 0 2,701,866 505,897 -------------- ------------ ------------ Current Assets: Cash and special deposits 1,322 0 30,908 Notes receivable from affiliated companies 0 130,550 0 Receivables, net 5,768 146 435,931 Accounts receivable from affiliated companies 933 100,439 0 Accrued utility revenues 0 0 136,260 Fuel, materials, and supplies, at average cost 0 0 200,580 Recoverable energy costs, net--current portion 0 1,403 79,300 Prepayments and other 173 41,057 34,430 -------------- ------------ ------------ 8,196 273,595 917,409 -------------- ------------ ------------ Deferred Charges: Regulatory assets 0 13,675 2,034,351 Accumulated deferred income taxes 0 32,969 0 Unamortized debt expense 0 0 37,645 Deferred receivable from affiliated company 0 33,284 0 Other 975 441 48,827 -------------- ------------ ------------ 975 80,369 2,120,823 -------------- ------------ ------------ Total Assets 11,278 3,975,761 10,544,966 ============== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4D (This page intentionally left blank) F-5 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ---------- -------------- -------------- Capitalization: Common shareholders' equity: Common shares 678,056 122,229 1 Capital surplus, paid in 936,308 637,981 422,385 Deferred benefit plan-employee stock ownership plan (198,152) 0 0 Retained earnings 1,007,340 785,476 143,039 ---------- -------------- -------------- Total common shareholders' equity 2,423,552 1,545,686 565,425 Preferred stock not subject to mandatory redemption 0 116,200 0 Preferred stock subject to mandatory redemption 0 155,000 125,000 Long-term debt 210,000 1,812,646 686,485 ---------- -------------- -------------- Total capitalization 2,633,552 3,629,532 1,376,910 ---------- -------------- -------------- Minority Interest in Consolidated Subsidiaries 0 100,000 0 ---------- -------------- -------------- Obligations Under Capital Leases 0 108,408 874,292 ---------- -------------- -------------- Current Liabilities: Notes payable to banks 57,500 41,500 0 Notes payable to affiliated company 0 10,250 0 Commercial paper 0 0 0 Long-term debt and preferred stock--current portion 14,000 9,372 172,500 Obligations under capital leases--current portion 0 63,856 40,996 Accounts payable 18,213 110,798 39,015 Accounts payable to affiliated companies 1,074 44,677 26,505 Accrued taxes 6,539 52,268 1,014 Accrued interest 2,864 30,854 9,648 Accrued pension benefits 0 0 38,606 Other 8,997 20,027 19,077 ---------- -------------- -------------- 109,187 383,602 347,361 ---------- -------------- -------------- Deferred Credits: Accumulated deferred income taxes 0 1,486,873 229,219 Accumulated deferred investment tax credits 0 142,447 5,060 Deferred contractual obligation 0 65,847 18,814 Deferred obligation to affiliated company 0 0 0 Deferred credit--SFAS 109 0 0 0 Other 489 114,026 58,210 ---------- -------------- -------------- 489 1,809,193 311,303 ---------- -------------- -------------- Total Capitalization and Liabilities 2,743,228 6,030,735 2,909,866 ========== ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Capitalization: Common shareholders' equity: Common shares 26,812 1 2,400 Capital surplus, paid in 150,182 160,999 6,000 Deferred benefit plan-employee stock ownership plan 0 0 0 Retained earnings 115,296 59,677 12,264 ------------- -------------- -------------- Total common shareholders' equity 292,290 220,677 20,664 Preferred stock not subject to mandatory redemption 53,500 0 0 Preferred stock subject to mandatory redemption 22,500 0 0 Long-term debt 347,470 540,000 38,300 ------------- -------------- -------------- Total capitalization 715,760 760,677 58,964 ------------- -------------- -------------- Minority Interest in Consolidated Subsidiaries 0 0 0 ------------- -------------- -------------- Obligations Under Capital Leases 20,855 0 0 ------------- -------------- -------------- Current Liabilities: Notes payable to banks 0 0 0 Notes payable to affiliated company 24,050 8,000 0 Commercial paper 0 0 0 Long-term debt and preferred stock--current portion 1,500 20,000 0 Obligations under capital leases--current portion 15,156 0 0 Accounts payable 14,475 6,135 1,370 Accounts payable to affiliated companies 11,604 143 702 Accrued taxes 1,686 1,346 1,670 Accrued interest 5,670 3,452 286 Accrued pension benefits 0 0 995 Other 7,768 270 515 ------------- -------------- -------------- 81,909 39,346 5,538 ------------- -------------- -------------- Deferred Credits: Accumulated deferred income taxes 259,595 179,135 12,192 Accumulated deferred investment tax credits 26,302 0 2,945 Deferred contractual obligation 18,814 0 0 Deferred obligation to affiliated company 0 33,284 0 Deferred credit--SFAS 109 0 0 0 Other 19,111 2,207 3,005 ------------- -------------- -------------- 323,822 214,626 18,142 ------------- -------------- -------------- Total Capitalization and Liabilities 1,142,346 1,014,649 82,644 ============= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6A NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
Northeast Northeast Utilities Nuclear North Atlantic Service Energy Energy Service Company Company Corporation --------- --------- -------------- Capitalization: Common shareholders' equity: Common shares 0 15 1 Capital surplus, paid in 1 15,350 9 Deferred benefit plan-employee stock ownership plan 0 0 0 Retained earnings 0 933 1 --------- --------- -------------- Total common shareholders' equity 1 16,298 11 Preferred stock not subject to mandatory redemption 0 0 0 Preferred stock subject to mandatory redemption 0 0 0 Long-term debt 0 24,208 0 --------- --------- -------------- Total capitalization 1 40,506 11 --------- --------- -------------- Minority Interest in Consolidated Subsidiaries 0 0 0 --------- --------- -------------- Obligations Under Capital Leases 221 14,215 0 --------- --------- -------------- Current Liabilities: Notes payable to banks 0 0 0 Notes payable to affiliated company 65,275 0 0 Commercial paper 0 0 0 Long-term debt and preferred stock--current portion 0 365 0 Obligations under capital leases--current portion 539 2,724 0 Accounts payable 60,468 48,105 14,192 Accounts payable to affiliated companies 3,165 9,260 2,623 Accrued taxes 7,619 4,547 662 Accrued interest 163 152 0 Accrued pension benefits 26,241 23,209 13,390 Other 16,160 45,642 14,101 --------- --------- -------------- 179,630 134,004 44,968 --------- --------- -------------- Deferred Credits: Accumulated deferred income taxes 0 0 0 Accumulated deferred investment tax credits 0 1,307 0 Deferred contractual obligation 0 0 0 Deferred obligation to affiliated company 0 0 0 Deferred credit--SFAS 109 4,223 9,452 0 Other 22,434 10,373 3,679 --------- --------- -------------- 26,657 21,132 3,679 --------- --------- -------------- Total Capitalization and Liabilities 206,509 209,857 48,658 ========= ========= ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6B NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
Charter Oak The The Rocky Energy, Inc. Quinnehtuk River Realty (consolidated) Company Company (b) ---------- ------------ -------------- Capitalization: Common shareholders' equity: Common shares 350 10 0 Capital surplus, paid in 155 0 63,913 Deferred benefit plan-employee stock ownership plan 0 0 0 Retained earnings (1,870) 674 (16,704) ---------- ------------ -------------- Total common shareholders' equity (1,365) 684 47,209 Preferred stock not subject to mandatory redemption 0 0 0 Preferred stock subject to mandatory redemption 0 0 0 Long-term debt 0 46,005 0 ---------- ------------ -------------- Total capitalization (1,365) 46,689 47,209 ---------- ------------ -------------- Minority Interest in Consolidated Subsidiaries 0 0 (65) ---------- ------------ -------------- Obligations Under Capital Leases 0 (14) 0 ---------- ------------ -------------- Current Liabilities: Notes payable to banks 0 0 0 Notes payable to affiliated company 4,800 16,500 0 Commercial paper 0 0 0 Long-term debt and preferred stock--current portion 0 1,920 0 Obligations under capital leases--current portion 0 71 0 Accounts payable 0 49 1,226 Accounts payable to affiliated companies 4 226 336 Accrued taxes 305 147 58 Accrued interest 0 610 0 Accrued pension benefits 0 0 0 Other 6 8 41 ---------- ------------ -------------- 5,115 19,531 1,661 ---------- ------------ -------------- Deferred Credits: Accumulated deferred income taxes 71 1,325 0 Accumulated deferred investment tax credits 0 0 0 Deferred contractual obligation 0 0 0 Deferred obligation to affiliated company 0 0 0 Deferred credit--SFAS 109 0 0 0 Other 14 785 0 ---------- ------------ -------------- 85 2,110 0 ---------- ------------ -------------- Total Capitalization and Liabilities 3,835 68,316 48,805 ========== ============ ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6C NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
HEC Inc. (consolidated) (b) Eliminations Consolidated -------------- ------------ ------------ Capitalization: Common shareholders' equity: Common shares 0 151,819 678,056 Capital surplus, paid in 3,992 1,460,968 936,308 Deferred benefit plan-employee stock ownership plan 0 0 (198,152) Retained earnings (613) 1,098,173 1,007,340 -------------- ------------ ------------ Total common shareholders' equity 3,379 2,710,960 2,423,552 Preferred stock not subject to mandatory redemption 0 0 169,700 Preferred stock subject to mandatory redemption 0 0 302,500 Long-term debt 100 0 3,705,215 -------------- ------------ ------------ Total capitalization 3,479 2,710,960 6,600,967 -------------- ------------ ------------ Minority Interest in Consolidated Subsidiaries 0 0 99,935 -------------- ------------ ------------ Obligations Under Capital Leases 0 870,605 147,372 -------------- ------------ ------------ Current Liabilities: Notes payable to banks 0 0 99,000 Notes payable to affiliated company 1,675 130,550 0 Commercial paper 0 0 0 Long-term debt and preferred stock--current portion 0 0 219,657 Obligations under capital leases--current portion 0 40,232 83,110 Accounts payable 4,992 0 319,038 Accounts payable to affiliated companies 120 100,439 0 Accrued taxes 5 2,649 75,218 Accrued interest 0 0 53,699 Accrued pension benefits 0 11,811 90,630 Other 596 27,386 105,821 -------------- ------------ ------------ 7,388 313,067 1,046,173 -------------- ------------ ------------ Deferred Credits: Accumulated deferred income taxes 411 32,969 2,135,852 Accumulated deferred investment tax credits 0 0 178,060 Deferred contractual obligation 0 0 103,475 Deferred obligation to affiliated company 0 33,284 0 Deferred credit--SFAS 109 0 13,675 0 Other 0 1,201 233,132 -------------- ------------ ------------ 411 81,129 2,650,519 -------------- ------------ ------------ Total Capitalization and Liabilities 11,278 3,975,761 10,544,966 ============== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6D (This page intentionally left blank) F-7 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) --------- -------------- -------------- Operating Revenues 0 2,386,107 979,590 --------- -------------- -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 608,600 257,008 Other 14,224 613,420 312,165 Maintenance 1 192,607 42,244 Depreciation 0 242,496 44,337 Amortization of regulatory assets, net 0 54,217 55,547 Federal and state income taxes (8,585) 178,346 69,970 Taxes other than income taxes 42 172,395 41,900 --------- -------------- -------------- Total operating expenses 5,682 2,062,081 823,171 --------- -------------- -------------- Operating (Loss) Income (5,682) 324,026 156,419 --------- -------------- -------------- Other Income: Equity in earnings of subsidiaries 310,025 0 0 Deferred nuclear plants return--other funds 0 4,683 0 Equity in earnings of regional nuclear generating companies and transmission companies 3,561 6,545 1,332 Other, net 329 1,170 2,743 Income taxes--credit 0 (2,978) (829) --------- -------------- -------------- Other income (loss), net 313,915 9,420 3,246 --------- -------------- -------------- Income (loss) before interest charges 308,233 333,446 159,665 --------- -------------- -------------- Interest Charges: Interest on long-term debt 19,688 124,350 76,320 Other interest 6,111 5,596 90 Deferred nuclear plants return--borrowed funds 0 (1,716) 0 --------- -------------- -------------- Interest charges, net 25,799 128,230 76,410 --------- -------------- -------------- Net Income (Loss) 282,434 205,216 83,255 ========= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Operating Revenues 420,208 157,183 33,969 ------------- -------------- -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 86,738 12,030 17,910 Other 142,774 37,649 9,744 Maintenance 37,447 12,442 3,340 Depreciation 37,924 23,406 1,941 Amortization of regulatory assets, net 19,562 (912) 0 Federal and state income taxes 14,060 10,187 (1,758) Taxes other than income taxes 18,639 10,987 2,207 ------------- -------------- -------------- Total operating expenses 357,144 105,789 33,384 ------------- -------------- -------------- Operating (Loss) Income 63,064 51,394 585 ------------- -------------- -------------- Other Income: Equity in earnings of subsidiaries 0 0 0 Deferred nuclear plants return--other funds 108 9,405 0 Equity in earnings of regional nuclear generating companies and transmission companies 1,771 0 0 Other, net 1,124 1,556 357 Income taxes--credit 262 2,776 28 ------------- -------------- -------------- Other income (loss), net 3,265 13,737 385 ------------- -------------- -------------- Income (loss) before interest charges 66,329 65,131 970 ------------- -------------- -------------- Interest Charges: Interest on long-term debt 26,840 62,721 1,729 Other interest 438 (519) (102) Deferred nuclear plants return--borrowed funds (82) (21,512) 0 ------------- -------------- -------------- Interest charges, net 27,196 40,690 1,627 ------------- -------------- -------------- Net Income (Loss) 39,133 24,441 (657) ============= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8A NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
Northeast Northeast Utilities Nuclear North Atlantic Service Energy Energy Service Company Company Corporation --------- --------- -------------- Operating Revenues 329,118 417,616 146,735 --------- --------- -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 0 7,904 Other 289,121 239,008 95,347 Maintenance 19,676 161,447 39,051 Depreciation 5,251 1,580 0 Amortization of regulatory assets, net 0 0 0 Federal and state income taxes 0 1,380 0 Taxes other than income taxes 11,170 10,144 4,298 --------- --------- -------------- Total operating expenses 325,218 413,559 146,600 --------- --------- -------------- Operating (Loss) Income 3,900 4,057 135 --------- --------- -------------- Other Income: Equity in earnings of subsidiaries 0 0 0 Deferred nuclear plants return--other funds 0 0 0 Equity in earnings of regional nuclear generating companies and transmission companies 0 0 0 Other, net (3,764) 406 (135) Income taxes--credit 0 0 0 --------- --------- -------------- Other income (loss), net (3,764) 406 (135) --------- --------- -------------- Income (loss) before interest charges 136 4,463 0 --------- --------- -------------- Interest Charges: Interest on long-term debt 0 1,808 0 Other interest 136 744 (1) Deferred nuclear plants return--borrowed funds 0 0 0 --------- --------- -------------- Interest charges, net 136 2,552 (1) --------- --------- -------------- Net Income (Loss) 0 1,911 1 ========= ========= ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8B NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
Charter Oak The The Rocky Energy, Inc. Quinnehtuk River Realty (consolidated) Company Company (b) ---------- ------------ -------------- Operating Revenues 207 9,945 0 ---------- ------------ -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 0 0 Other 32 536 7,296 Maintenance 0 0 2 Depreciation 59 2,441 655 Amortization of regulatory assets, net 0 0 0 Federal and state income taxes (149) 0 (2,503) Taxes other than income taxes 286 1,730 20 ---------- ------------ -------------- Total operating expenses 228 4,707 5,470 ---------- ------------ -------------- Operating (Loss) Income (21) 5,238 (5,470) ---------- ------------ -------------- Other Income: Equity in earnings of subsidiaries 0 0 0 Deferred nuclear plants return--other funds 0 0 0 Equity in earnings of regional nuclear generating companies and transmission companies 0 0 0 Other, net (11) 22 1,274 Income taxes--credit 0 0 0 ---------- ------------ -------------- Other income (loss), net (11) 22 1,274 ---------- ------------ -------------- Income (loss) before interest charges (32) 5,260 (4,196) ---------- ------------ -------------- Interest Charges: Interest on long-term debt 0 4,214 0 Other interest 268 1,046 19 Deferred nuclear plants return--borrowed funds 0 0 0 ---------- ------------ -------------- Interest charges, net 268 5,260 19 ---------- ------------ -------------- Net Income (Loss) (300) 0 (4,215) ========== ============ ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8C NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Inc. (consolidated) (b) Eliminations Consolidated -------------- ------------ ------------ Operating Revenues 33,421 1,165,110 3,748,991 -------------- ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 80,948 909,244 Other 32,144 828,019 965,443 Maintenance 37 219,366 288,927 Depreciation 430 6,228 354,293 Amortization of regulatory assets, net 0 0 128,413 Federal and state income taxes 280 0 261,228 Taxes other than income taxes 251 24,606 249,463 -------------- ------------ ------------ Total operating expenses 33,142 1,159,167 3,157,011 -------------- ------------ ------------ Operating (Loss) Income 279 5,943 591,980 -------------- ------------ ------------ Other Income: Equity in earnings of subsidiaries 0 310,025 0 Deferred nuclear plants return--other funds 0 0 14,196 Equity in earnings of regional nuclear generating companies and transmission companies 0 0 13,208 Other, net 210 2,890 2,389 Income taxes--credit (3) 0 (742) -------------- ------------ ------------ Other income (loss), net 207 312,915 29,051 -------------- ------------ ------------ Income (loss) before interest charges 486 318,858 621,031 -------------- ------------ ------------ Interest Charges: Interest on long-term debt 0 1,808 315,862 Other interest 119 7,278 6,666 Deferred nuclear plants return--borrowed funds 0 0 (23,310) -------------- ------------ ------------ Interest charges, net 119 9,086 299,218 -------------- ------------ ------------ Net Income (Loss) 367 309,772 321,813 ============== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8D (This page intentionally left blank) F-9 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ---------- -------------- -------------- Balance at beginning of period 946,988 765,724 125,034 Addition: Net income (loss) 282,434 205,216 83,255 ---------- -------------- -------------- 1,229,422 970,940 208,289 ---------- -------------- -------------- Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company 21,185 Western Massachusetts Electric Company Public Service Company of New Hampshire 13,250 Common shares: $1.76 per share 221,701 $13.43 per share 164,154 $28.18 per share $1,316.00 per share $24,000.00 per share $52,000.00 per share 52,000 Loss on retirement of preferred stock 381 125 ---------- -------------- -------------- 222,082 185,464 65,250 ---------- -------------- -------------- Balance at end of period 1,007,340 785,476 143,039 ========== ============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ---------- -------------- -------------- Balance at beginning of period 904,371 632,117 421,784 Capital contribution from Northeast Utilities 0 0 0 Issuance of 1,400,940 common shares 24,971 0 0 Allocation of benefits--ESOP 70 0 0 Capital stock expenses, net 6,896 5,864 601 ---------- -------------- -------------- Balance at end of period 936,308 637,981 422,385 ========== ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Balance at beginning of period 111,586 59,236 12,921 Addition: Net income (loss) 39,133 24,441 (657) ------------- -------------- -------------- 150,719 83,677 12,264 ------------- -------------- -------------- Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company Western Massachusetts Electric Company 4,944 Public Service Company of New Hampshire Common shares: $1.76 per share $13.43 per share $28.18 per share 30,223 $1,316.00 per share $24,000.00 per share 24,000 $52,000.00 per share Loss on retirement of preferred stock 256 ------------- -------------- -------------- 35,423 24,000 0 ------------- -------------- -------------- Balance at end of period 115,296 59,677 12,264 ============= ============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Balance at beginning of period 149,683 160,999 6,000 Capital contribution from Northeast Utilities 0 0 0 Issuance of 1,400,940 common shares 0 0 0 Allocation of benefits--ESOP 0 0 0 Capital stock expenses, net 499 0 0 ------------- -------------- -------------- Balance at end of period 150,182 160,999 6,000 ============= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10A NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
Northeast Nuclear North Atlantic The Energy Energy Service Quinnehtuk Company Corporation Company --------- -------------- -------------- Balance at beginning of period 996 0 (1,570) Addition: Net income (loss) 1,911 1 (300) --------- -------------- -------------- 2,907 1 (1,870) --------- -------------- -------------- Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company Western Massachusetts Electric Company Public Service Company of New Hampshire Common shares: $1.76 per share $13.43 per share $28.18 per share $1,316.00 per share 1,974 $24,000.00 per share $52,000.00 per share Loss on retirement of preferred stock --------- -------------- -------------- 1,974 0 0 --------- -------------- -------------- Balance at end of period 933 1 (1,870) ========= ============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
Northeast Northeast Utilities Nuclear North Atlantic Service Energy Energy Service Company Company Corporation --------- -------------- -------------- (a) Not covered by auditors' report. (b) See supporting statements.
F-10B NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
Charter Oak The Rocky Energy, Inc. HEC Inc. River Realty (consolidated) (consolidate Company (b) (b) -------------- -------------- ------------ Balance at beginning of period 674 (12,489) (980) Addition: Net income (loss) 0 (4,215) 367 -------------- -------------- ------------ 674 (16,704) (613) -------------- -------------- ------------ Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company Western Massachusetts Electric Company Public Service Company of New Hampshire Common shares: $1.76 per share $13.43 per share $28.18 per share $1,316.00 per share $24,000.00 per share $52,000.00 per share Loss on retirement of preferred stock -------------- -------------- ------------ 0 0 0 -------------- -------------- ------------ Balance at end of period 674 (16,704) (613) ============== ============== ============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
Charter Oak The Energy, Inc. HEC Inc. Quinnehtuk (consolidated) (consolidate Company (b) (b) -------------- -------------- ------------ Balance at beginning of period 155 31,211 4,316 Capital contribution from Northeast Utilities 0 32,702 (324) Issuance of 1,400,940 common shares 0 0 0 Allocation of benefits--ESOP 0 0 0 Capital stock expenses, net 0 0 0 -------------- -------------- ------------ Balance at end of period 155 63,913 3,992 ============== ============== ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10C NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
) Eliminations Consolidated ------------ ------------ Balance at beginning of period 1,061,133 946,988 Addition: Net income (loss) 309,772 321,813 ------------ ------------ 1,370,905 1,268,801 ------------ ------------ Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company 21,185 Western Massachusetts Electric Company 4,944 Public Service Company of New Hampshire 13,250 Common shares: $1.76 per share 221,701 $13.43 per share 164,154 0 $28.18 per share 30,223 0 $1,316.00 per share 1,974 0 $24,000.00 per share 24,000 $52,000.00 per share 52,000 Loss on retirement of preferred stock 381 381 ------------ ------------ 272,732 261,461 ------------ ------------ Balance at end of period 1,098,173 1,007,340 ============ ============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
) Eliminations Consolidated ------------ ------------ Balance at beginning of period 1,421,624 904,371 Capital contribution from Northeast Utilities 32,378 0 Issuance of 1,400,940 common shares 0 24,971 Allocation of benefits--ESOP 0 70 Capital stock expenses, net 6,966 6,896 ------------ ------------ Balance at end of period 1,460,968 936,308 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10D (This page intentionally left blank) F-11 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) -------------- -------------- -------------- Operating Activities: Net income (loss) $ 282,434 $ 205,216 $ 83,255 Adjustments to reconcile to net cash from operating activities: Depreciation 0 242,496 44,337 Deferred income taxes and investment tax credits, net 772 49,520 70,038 Deferred nuclear plants return 0 (6,399) 0 Amortization of deferred nuclear plants return 0 101,958 0 Recoverable energy costs, net of amortization 0 (33,769) (15,266) Amortization of PSNH acquisition costs 0 0 55,547 Deferred cogeneration costs--CL&P 0 (55,341) 0 Equity in earnings of subsidiary companies (310,025) 0 0 Cash dividends received from subsidiary companies 272,350 0 0 Other sources of cash 6,916 65,597 16,117 Other uses of cash (528) (36,435) 0 Changes in working capital: 0 0 0 Receivables and accrued utility revenues 1,991 (33,032) (10,481) Fuel, materials, and supplies 0 (4,479) (4,264) Accounts payable 15,381 9,605 2,361 Accrued taxes (915) 25,855 (3,484) Other working capital (excludes cash) 8,311 (1,869) 18 -------------- -------------- -------------- Net cash flows from (used for) operating activities 276,687 528,923 238,178 -------------- -------------- -------------- Financing Activities: Issuance of common shares 47,218 0 0 Issuance of long-term debt 0 0 0 Issuance of Monthly Income Preferred Securities 0 100,000 0 Net (decrease) increase in short-term debt (46,500) (127,000) 0 Reacquisitions and retirements of long-term debt (12,000) (10,866) (141,000) Reacquisitions and retirements of preferred stock 0 (125,000) 0 Cash dividends on preferred stock 0 (21,185) (13,250) Cash dividends on common shares (221,701) (164,154) (52,000) Other paid in capital 0 0 0 -------------- -------------- -------------- Net cash flows (used for) from financing activities (232,983) (348,205) (206,250) -------------- -------------- -------------- Investment Activities: Investment in plant: Electric and other utility plant 0 (131,858) (46,672) Nuclear fuel 0 (1,543) (184) -------------- -------------- -------------- Net cash flows used for investments in plant 0 (133,401) (46,856) NU System Money Pool (7,700) 0 15,900 Investment in subsidiaries (38,963) 0 0 Other investment activities, net 2,935 (47,577) (826) -------------- -------------- -------------- Net cash flows (used for) from investments (43,728) (180,978) (31,782) -------------- -------------- -------------- Net (decrease) increase in cash for the period (24) (260) 146 Cash and special deposits - beginning of period 42 2,017 538 -------------- -------------- -------------- Cash and special deposits - end of period $ 18 $ 1,757 $ 684 ============== ============== ============== Supplemental Cash Flow Information: Cash paid during the year for: Interest, net of amounts capitalized $ 26,430 $ 117,074 $ 74,543 Income taxes (refund) $ (8,418) $ 137,706 $ 1,509 Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ - $ 33,537 $ - Seabrook Power Contract $ - $ - $ 28,028 Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
Holyoke Western North Water Power Massachusetts Atlantic Company Electric Energy (consolidated) Company Corporation (b) -------------- ------------- -------------- Operating Activities: Net income (loss) $ 39,133 $ 24,441 $ (657) Adjustments to reconcile to net cash from operating activities: Depreciation 37,924 23,406 1,941 Deferred income taxes and investment tax credits, net 3,418 46,114 374 Deferred nuclear plants return (190) (30,917) 0 Amortization of deferred nuclear plants return 7,336 0 0 Recoverable energy costs, net of amortization (4,715) 0 0 Amortization of PSNH acquisition costs 0 0 0 Deferred cogeneration costs--CL&P 0 0 0 Equity in earnings of subsidiary companies 0 0 0 Cash dividends received from subsidiary companies 0 0 0 Other sources of cash 29,409 12,140 1,048 Other uses of cash (8,039) (35,261) (625) Changes in working capital: 0 0 0 Receivables and accrued utility revenues (1,933) (4,709) 462 Fuel, materials, and supplies (285) (2,233) (245) Accounts payable (11,669) 2,167 425 Accrued taxes (3,474) (93) (972) Other working capital (excludes cash) 1,256 (17,748) 95 -------------- ------------- -------------- Net cash flows from (used for) operating activities 88,171 17,307 1,846 -------------- ------------- -------------- Financing Activities: Issuance of common shares 0 0 0 Issuance of long-term debt 0 225,000 0 Issuance of Monthly Income Preferred Securities 0 0 0 Net (decrease) increase in short-term debt 24,050 8,000 0 Reacquisitions and retirements of long-term debt (34,550) (225,000) 0 Reacquisitions and retirements of preferred stock (15,675) 0 0 Cash dividends on preferred stock (4,944) 0 0 Cash dividends on common shares (30,223) (24,000) 0 Other paid in capital 0 0 0 -------------- ------------- -------------- Net cash flows (used for) from financing activities (61,342) (16,000) 0 -------------- ------------- -------------- Investment Activities: Investment in plant: Electric and other utility plant (27,084) (6,906) (2,026) Nuclear fuel 75 (16,609) 0 -------------- ------------- -------------- Net cash flows used for investments in plant (27,009) (23,515) (2,026) NU System Money Pool 8,750 26,250 0 Investment in subsidiaries 0 0 0 Other investment activities, net (8,434) (3,824) 124 -------------- ------------- -------------- Net cash flows (used for) from investments (26,693) (1,089) (1,902) -------------- ------------- -------------- Net (decrease) increase in cash for the period 136 218 (56) Cash and special deposits - beginning of period 105 8,166 112 -------------- ------------- -------------- Cash and special deposits - end of period $ 241 $ 8,384 $ 56 ============== ============= ============== Supplemental Cash Flow Information: Cash paid during the year for: Interest, net of amounts capitalized $ 25,551 $ 73,923 $ 1,698 Income taxes (refund) $ 14,385 $ (36,679) $ (1,117) Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ 7,851 $ - $ - Seabrook Power Contract $ - $ - $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
North Northeast Northeast Atlantic Utilities Nuclear Energy Service Energy Service Company Company Corporation -------------- ------------- ------------- Operating Activities: Net income (loss) $ 0 $ 1,911 $ 1 Adjustments to reconcile to net cash from operating activities: Depreciation 5,251 1,580 0 Deferred income taxes and investment tax credits, net 259 (6,388) 0 Deferred nuclear plants return 0 0 0 Amortization of deferred nuclear plants return 0 0 0 Recoverable energy costs, net of amortization 0 0 0 Amortization of PSNH acquisition costs 0 0 0 Deferred cogeneration costs--CL&P 0 0 0 Equity in earnings of subsidiary companies 0 0 0 Cash dividends received from subsidiary companies 0 0 0 Other sources of cash 9,404 7,811 2,303 Other uses of cash (1,967) (3,692) (1,699) Changes in working capital: 0 0 0 Receivables and accrued utility revenues (13,731) 64 (17,100) Fuel, materials, and supplies (55) 1,031 (13) Accounts payable 13,170 4,612 7,509 Accrued taxes 1,888 1,590 403 Other working capital (excludes cash) 3,717 (12,886) 8,825 -------------- ------------- ------------- Net cash flows from (used for) operating activities 17,936 (4,367) 229 -------------- ------------- ------------- Financing Activities: Issuance of common shares 0 0 0 Issuance of long-term debt 0 0 0 Issuance of Monthly Income Preferred Securities 0 0 0 Net (decrease) increase in short-term debt (56,450) (6,000) 0 Reacquisitions and retirements of long-term debt 0 (318) 0 Reacquisitions and retirements of preferred stock 0 0 0 Cash dividends on preferred stock 0 0 0 Cash dividends on common shares 0 (1,974) 0 Other paid in capital 0 0 0 -------------- ------------- ------------- Net cash flows (used for) from financing activities (56,450) (8,292) 0 -------------- ------------- ------------- Investment Activities: Investment in plant: Electric and other utility plant (15,444) (591) 0 Nuclear fuel 0 0 0 -------------- ------------- ------------- Net cash flows used for investments in plant (15,444) (591) 0 NU System Money Pool 56,450 13,250 0 Investment in subsidiaries 0 0 0 Other investment activities, net (3,680) 0 (37) -------------- ------------- ------------- Net cash flows (used for) from investments 37,326 12,659 (37) -------------- ------------- ------------- Net (decrease) increase in cash for the period (1,188) 0 192 Cash and special deposits - beginning of period 16,935 5 580 -------------- ------------- ------------- Cash and special deposits - end of period $ 15,747 $ 5 $ 772 ============== ============= ============= Supplemental Cash Flow Information: Cash paid during the year for: Interest, net of amounts capitalized $ (163) $ 1,699 $ - Income taxes (refund) $ (2,161) $ 6,322 $ - Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ - $ - $ - Seabrook Power Contract $ - $ - $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
The Rocky Charter Oak The River Energy, Inc. Quinnehtuk Realty (consolidated) Company Company (b) ----------- ----------- -------------- Operating Activities: Net income (loss) $ (300) $ 0 $ (4,215) Adjustments to reconcile to net cash from operating activities: Depreciation 59 2,441 655 Deferred income taxes and investment tax credits, net 5 65 0 Deferred nuclear plants return 0 0 0 Amortization of deferred nuclear plants return 0 0 0 Recoverable energy costs, net of amortization 0 0 0 Amortization of PSNH acquisition costs 0 0 0 Deferred cogeneration costs--CL&P 0 0 0 Equity in earnings of subsidiary companies 0 0 0 Cash dividends received from subsidiary companies 0 0 0 Other sources of cash 5 92 399 Other uses of cash (54) (77) (3,137) Changes in working capital: 0 0 0 Receivables and accrued utility revenues 57 518 590 Fuel, materials, and supplies 0 0 0 Accounts payable (17) (319) (96) Accrued taxes 10 147 (811) Other working capital (excludes cash) 3 (86) (55) ----------- ----------- -------------- Net cash flows from (used for) operating activities (232) 2,781 (6,670) ----------- ----------- -------------- Financing Activities: Issuance of common shares 0 0 0 Issuance of long-term debt 0 0 0 Issuance of Monthly Income Preferred Securities 0 0 0 Net (decrease) increase in short-term debt 300 0 0 Reacquisitions and retirements of long-term debt 0 (1,768) 0 Reacquisitions and retirements of preferred stock 0 0 0 Cash dividends on preferred stock 0 0 0 Cash dividends on common shares 0 0 0 Other paid in capital 0 0 32,702 ----------- ----------- -------------- Net cash flows (used for) from financing activities 300 (1,768) 32,702 ----------- ----------- -------------- Investment Activities: Investment in plant: Electric and other utility plant 44 (1,039) (63) Nuclear fuel 0 0 0 ----------- ----------- -------------- Net cash flows used for investments in plant 44 (1,039) (63) NU System Money Pool 0 0 0 Investment in subsidiaries 0 0 0 Other investment activities, net 1 5 (30,084) ----------- ----------- -------------- Net cash flows (used for) from investments 45 (1,034) (30,147) ----------- ----------- -------------- Net (decrease) increase in cash for the period 113 (21) (4,115) Cash and special deposits - beginning of period 12 21 5,913 ----------- ----------- -------------- Cash and special deposits - end of period $ 125 $ 0 $ 1,798 =========== =========== ============== Supplemental Cash Flow Information: Cash paid during the year for: Interest, net of amounts capitalized $ 268 $ 5,261 $ - Income taxes (refund) $ (187) $ (224) $ (2,406) Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ - $ - $ - Seabrook Power Contract $ - $ - $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC, Inc. (consolidated) (b) Eliminations Consolidated -------------- ------------- ------------- Operating Activities: Net income (loss) $ 367 $ 309,772 $ 321,813 Adjustments to reconcile to net cash from operating activities: Depreciation 430 6,228 354,293 Deferred income taxes and investment tax credits, net 31 0 164,208 Deferred nuclear plants return 0 0 (37,506) Amortization of deferred nuclear plants return 0 0 109,294 Recoverable energy costs, net of amortization 0 (2,276) (51,474) Amortization of PSNH acquisition costs 0 0 55,547 Deferred cogeneration costs--CL&P 0 0 (55,341) Equity in earnings of subsidiary companies 0 (310,025) 0 Cash dividends received from subsidiary companies 0 272,350 0 Other sources of cash 974 50,881 101,334 Other uses of cash (332) (47,876) (43,972) Changes in working capital: 0 0 0 Receivables and accrued utility revenues (3,879) (9,101) (72,081) Fuel, materials, and supplies 26 0 (10,518) Accounts payable 3,911 8,944 38,096 Accrued taxes 5 2,464 17,686 Other working capital (excludes cash) (181) (2,556) (8,045) -------------- ------------- ------------- Net cash flows from (used for) operating activities 1,352 278,805 883,334 -------------- ------------- ------------- Financing Activities: Issuance of common shares 0 0 47,218 Issuance of long-term debt 100 0 225,100 Issuance of Monthly Income Preferred Securities 0 0 100,000 Net (decrease) increase in short-term debt (300) (112,900) (91,000) Reacquisitions and retirements of long-term debt 0 0 (425,500) Reacquisitions and retirements of preferred stock 0 0 (140,675) Cash dividends on preferred stock 0 0 (39,379) Cash dividends on common shares 0 (272,351) (221,701) Other paid in capital 0 32,702 0 -------------- ------------- ------------- Net cash flows (used for) from financing activities (200) (352,549) (545,937) -------------- ------------- ------------- Investment Activities: Investment in plant: Electric and other utility plant (158) (389) (231,408) Nuclear fuel 0 0 (18,261) -------------- ------------- ------------- Net cash flows used for investments in plant (158) (389) (249,669) NU System Money Pool 0 112,900 0 Investment in subsidiaries 0 (38,963) 0 Other investment activities, net 0 0 (91,399) -------------- ------------- ------------- Net cash flows (used for) from investments (158) 73,548 (341,068) -------------- ------------- ------------- Net (decrease) increase in cash for the period 994 (196) (3,671) Cash and special deposits - beginning of period 328 196 34,579 -------------- ------------- ------------- Cash and special deposits - end of period $ 1,322 $ 0 $ 30,908 ============== ============= ============= Supplemental Cash Flow Information: Cash paid during the year for: Interest, net of amounts capitalized $ 113 $ 5,250 $ 321,148 Income taxes (refund) $ 197 $ 0 $ 108,928 Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ - $ 0 $ 41,388 Seabrook Power Contract $ - $ 28,028 $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Assets December 31, 1995 (Thousands of Dollars)
The Electric Connecticut Power, Light and CL&P Incorporated Power Company Capital,L.P. (inactive) ------------- ------------ ------------ Utility Plant, at original cost: Electric 6,147,959 0 2 Less: Accumulated provision for depreciation 2,418,557 0 0 ------------- ------------ ------------ 3,729,402 0 2 Construction work in progress 103,026 0 0 Nuclear fuel, net 138,203 0 0 ------------- ------------ ------------ Total net utility plant 3,970,631 0 2 ------------- ------------ ------------ Long-term Loan Receivable 0 103,100 0 ------------- ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 238,023 0 0 Investments in regional nuclear generating companies, at equity 54,624 0 0 Investments in subsidiary companies, at equity 3,167 0 0 Other, at cost 14,813 0 0 ------------- ------------ ------------ 310,627 0 0 ------------- ------------ ------------ Current Assets: Cash and special deposits 1,486 214 0 Receivables, net 231,574 0 0 Receivables from affiliated companies 3,069 0 0 Accrued utility revenues 91,157 0 0 Fuel, materials, and supplies, at average cost 68,482 0 0 Recoverable energy costs, net--current portion 78,108 0 0 Prepayments and other 42,894 0 0 ------------- ------------ ------------ 516,770 214 0 ------------- ------------ ------------ Deferred Charges: Regulatory assets 1,210,384 0 0 Unamortized debt expense 14,977 0 0 Other 10,232 0 0 ------------- ------------ ------------ 1,235,593 0 0 ------------- ------------ ------------ Total Assets 6,033,621 103,314 2 ============= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integra part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticu Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-14 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Assets December 31, 1995 (Thousands of Dollars)
The City and Suburban Electric and Research Gas Company Park, (inactive) Incorporated Eliminations ------------ ------------ ------------ Utility Plant, at original cost: Electric 0 0 0 Less: Accumulated provision for depreciation 0 0 0 ------------ ------------ ------------ 0 0 0 Construction work in progress 0 0 0 Nuclear fuel, net 0 0 0 ------------ ------------ ------------ Total net utility plant 0 0 0 ------------ ------------ ------------ Long-term Loan Receivable 0 0 103,100 ------------ ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 0 0 0 Investments in regional nuclear generating companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 3,167 Other, at cost 0 0 (8) ------------ ------------ ------------ 0 0 3,159 ------------ ------------ ------------ Current Assets: Cash and special deposits 1 56 0 Receivables, net 0 0 0 Receivables from affiliated companies 0 0 0 Accrued utility revenues 0 0 0 Fuel, materials, and supplies, at average cost 0 0 0 Recoverable energy costs, net--current portion 0 0 0 Prepayments and other 0 0 0 ------------ ------------ ------------ 1 56 0 ------------ ------------ ------------ Deferred Charges: Regulatory assets 0 0 0 Unamortized debt expense 0 0 0 Other 0 0 0 ------------ ------------ ------------ 0 0 0 ------------ ------------ ------------ Total Assets 1 56 106,259 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integra part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticu Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-14A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Assets December 31, 1995 (Thousands of Dollars)
Consolidated ------------ Utility Plant, at original cost: Electric 6,147,961 Less: Accumulated provision for depreciation 2,418,557 ------------ 3,729,404 Construction work in progress 103,026 Nuclear fuel, net 138,203 ------------ Total net utility plant 3,970,633 ------------ Long-term Loan Receivable 0 ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 238,023 Investments in regional nuclear generating companies, at equity 54,624 Investments in subsidiary companies, at equity 0 Other, at cost 14,821 ------------ 307,468 ------------ Current Assets: Cash and special deposits 1,757 Receivables, net 231,574 Receivables from affiliated companies 3,069 Accrued utility revenues 91,157 Fuel, materials, and supplies, at average cost 68,482 Recoverable energy costs, net--current portion 78,108 Prepayments and other 42,894 ------------ 517,041 ------------ Deferred Charges: Regulatory assets 1,210,384 Unamortized debt expense 14,977 Other 10,232 ------------ 1,235,593 ------------ Total Assets 6,030,735 ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integra part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticu Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-14A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
The Electric Connecticut Power, Light and CL&P Incorporated Power Company Capital,L.P. (inactive) ------------- ------------ ------------ Common stockholder's equity: Common stock 122,229 0 1 Capital surplus, paid in 637,981 3,100 0 Retained earnings 785,476 0 0 ------------- ------------ ------------ Total common stockholder's equity 1,545,686 3,100 1 Preferred stock not subject to mandatory redemption 116,200 0 0 Preferred stock subject to mandatory redemption 155,000 0 0 MIPS Preferred stock 0 100,000 0 Long-term debt 1,915,746 0 0 ------------- ------------ ------------ Total capitalization 3,732,632 103,100 1 ------------- ------------ ------------ Minority Interest in Common Equity of Subsidiary 0 0 0 ------------- ------------ ------------ Obligations Under Capital Leases 108,408 0 0 ------------- ------------ ------------ Current Liabilities: Notes payable to banks 41,500 0 0 Notes payable to affiliated companies 10,250 0 1 Long-term debt and preferred stock-- current portion 9,372 0 0 Obligations under capital leases-- current portion 63,856 0 0 Accounts payable 110,798 0 0 Accounts payable to affiliated companies 44,463 214 0 Accrued taxes 52,268 0 0 Accrued interest 30,854 0 0 Other 20,027 0 0 ------------- ------------ ------------ 383,388 214 1 ------------- ------------ ------------ Deferred Credits: Accumulated deferred income taxes 1,486,873 0 0 Accumulated deferred investment tax credits 142,447 0 0 Deferred contractual obligation 65,847 0 0 Other 114,026 0 0 ------------- ------------ ------------ 1,809,193 0 0 ------------- ------------ ------------ Total Capitalization and Liabilities 6,033,621 103,314 2 ============= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integra part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticu Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-15 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
The City and Suburban Electric and Research Gas Company Park, (inactive) Incorporated Eliminations ------------ ------------ ------------ Common stockholder's equity: Common stock 1 5 7 Capital surplus, paid in 0 0 3,100 Retained earnings 0 51 51 ------------ ------------ ------------ Total common stockholder's equity 1 56 3,158 Preferred stock not subject to mandatory redemption 0 0 0 Preferred stock subject to mandatory redemption 0 0 0 MIPS Preferred stock 0 0 100,000 Long-term debt 0 0 103,100 ------------ ------------ ------------ Total capitalization 1 56 206,258 ------------ ------------ ------------ Minority Interest in Common Equity of Subsidiary 0 0 (100,000) ------------ ------------ ------------ Obligations Under Capital Leases 0 0 0 ------------ ------------ ------------ Current Liabilities: Notes payable to banks 0 0 0 Notes payable to affiliated companies 0 0 1 Long-term debt and preferred stock-- current portion 0 0 0 Obligations under capital leases-- current portion 0 0 0 Accounts payable 0 0 0 Accounts payable to affiliated companies 0 0 0 Accrued taxes 0 0 0 Accrued interest 0 0 0 Other 0 0 0 ------------ ------------ ------------ 0 0 1 ------------ ------------ ------------ Deferred Credits: Accumulated deferred income taxes 0 0 0 Accumulated deferred investment tax credits 0 0 0 Deferred contractual obligation 0 0 0 Other 0 0 0 ------------ ------------ ------------ 0 0 0 ------------ ------------ ------------ Total Capitalization and Liabilities 1 56 106,259 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integra part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticu Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-15A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
Consolidated ------------ Common stockholder's equity: Common stock 122,229 Capital surplus, paid in 637,981 Retained earnings 785,476 ------------ Total common stockholder's equity 1,545,686 Preferred stock not subject to mandatory redemption 116,200 Preferred stock subject to mandatory redemption 155,000 MIPS Preferred stock 0 Long-term debt 1,812,646 ------------ Total capitalization 3,629,532 ------------ Minority Interest in Common Equity of Subsidiary 100,000 ------------ Obligations Under Capital Leases 108,408 ------------ Current Liabilities: Notes payable to banks 41,500 Notes payable to affiliated companies 10,250 Long-term debt and preferred stock-- current portion 9,372 Obligations under capital leases-- current portion 63,856 Accounts payable 110,798 Accounts payable to affiliated companies 44,677 Accrued taxes 52,268 Accrued interest 30,854 Other 20,027 ------------ 383,602 ------------ Deferred Credits: Accumulated deferred income taxes 1,486,873 Accumulated deferred investment tax credits 142,447 Deferred contractual obligation 65,847 Other 114,026 ------------ 1,809,193 ------------ Total Capitalization and Liabilities 6,030,735 ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integra part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticu Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-15B THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES(a) Consolidating Statement of Income(b) Year Ended December 31, 1995 (Thousands of Dollars)
The Connecticut Light and Research Power CL&P Park, Company Capital,L.P. Incorporated ----------- ------------ ------------ Operating Revenues 2,386,107 0 0 ----------- ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 608,600 0 0 Other 613,420 0 0 Maintenance 192,607 0 0 Depreciation 242,496 0 0 Amortization of regulatory assets, net 54,217 0 0 Federal and state income taxes 178,346 0 0 Taxes other than income taxes 172,395 0 0 ----------- ------------ ------------ Total operating expenses 2,062,081 0 0 ----------- ------------ ------------ Operating Income 324,026 0 0 ----------- ------------ ------------ Other Income: Deferred nuclear plants return-- other funds 4,683 0 0 Equity in earnings of regional nuclear generating companies 6,545 0 0 Other, net 10,172 9,002 0 Income taxes--credit (2,978) 0 0 ----------- ------------ ------------ Other income, net 18,422 9,002 0 ----------- ------------ ------------ Income before interest charges 342,448 9,002 0 ----------- ------------ ------------ Interest Charges: Interest on long-term debt 124,350 0 0 Other interest 14,598 0 0 Deferred nuclear plants return-- borrowed funds (1,716) 0 0 ----------- ------------ ------------ Interest charges, net 137,232 0 0 ----------- ------------ ------------ Net Income $205,216 $9,002 $0 =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power,Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-16 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES(a) Consolidating Statement of Income(b) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Operating Revenues 0 2,386,107 ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 608,600 Other 0 613,420 Maintenance 0 192,607 Depreciation 0 242,496 Amortization of regulatory assets, net 0 54,217 Federal and state income taxes 0 178,346 Taxes other than income taxes 0 172,395 ------------ ------------ Total operating expenses 0 2,062,081 ------------ ------------ Operating Income 0 324,026 ------------ ------------ Other Income: Deferred nuclear plants return-- other funds 0 4,683 Equity in earnings of regional nuclear generating companies 0 6,545 Other, net 18,004 1,170 Income taxes--credit 0 (2,978) ------------ ------------ Other income, net 18,004 9,420 ------------ ------------ Income before interest charges 18,004 333,446 ------------ ------------ Interest Charges: Interest on long-term debt 0 124,350 Other interest 9,002 5,596 Deferred nuclear plants return-- borrowed funds 0 (1,716) ------------ ------------ Interest charges, net 9,002 128,230 ------------ ------------ Net Income $9,002 $205,216 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power,Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-16A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Retained Earnings (b) Year Ended December 31, 1995 (Thousands of Dollars)
The Connecticut Light and Research Power CL&P Park, Company Capital,L.P. Incorporated ------------ ------------ ------------ Balance at beginning of period 765,724 0 51 Addition: Net income 205,216 9,002 0 ------------ ------------ ------------ 970,940 9,002 51 Deductions: ------------ ------------ ------------ Dividends declared: Preferred stock (at required annual rates) 21,185 Common stock $13.43 per share 164,154 MIPS Partnership distribution 0 8,732 Cash distribution to The Connecticut Light and Power Company 0 270 Loss on the retirement of preferred stock 125 0 ------------ ------------ ------------ 185,464 9,002 0 ------------ ------------ ------------ Balance at end of period 785,476 0 51 ============ ============ ============
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Capital Surplus, Paid In (b) Year Ended December 31, 1995 (Thousands of Dollars)
The Connecticut Light and Research Power CL&P Park, Company Capital,L.P. Incorporated ------------ ------------ ------------ Balance at beginning of period 632,117 0 0 Capital contribution from The Connecticut Light and Power Company 3,100 Capital stock expenses, net 5,864 0 ------------ ------------ ------------ Balance at end of period 637,981 3,100 0 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power,Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-17 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Retained Earnings (b) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period 51 765,724 Addition: Net income 9,002 205,216 ------------ ------------ 9,053 970,940 Deductions: ------------ ------------ Dividends declared: Preferred stock (at required annual rates) 21,185 Common stock $13.43 per share 164,154 MIPS Partnership distribution 8,732 0 Cash distribution to The Connecticut Light and Power Company 270 0 Loss on the retirement of preferred stock 0 125 ------------ ------------ 9,002 185,464 ------------ ------------ Balance at end of period 51 785,476 ============ ============
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Capital Surplus, Paid In (b) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period 0 632,117 Capital contribution from The Connecticut Light and Power Company 3,100 0 Capital stock expenses, net 0 5,864 ------------ ------------ Balance at end of period 3,100 637,981 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power,Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-17A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Cash Flows (b) Year Ended December 31, 1995 (Thousands of Dollars)
The Connecticut Research Light and CL&P Park, Power Company Capital, LP Incorporated -------------- ------------- ------------- Operating Activities: Net income $ 205,216 $ 9,002 $ 0 Adjustments to reconcile to net cash from operating activities: Depreciation 242,496 0 0 Deferred income taxes and investment tax credits, net 49,520 0 0 Deferred nuclear plants return (6,399) 0 0 Amortization of deferred nuclear plants return 101,958 0 0 Recoverable energy costs, net of amortization (33,769) 0 0 Deferred cogeneration costs (55,341) 0 0 Other sources of cash 65,597 0 0 Other uses of cash (36,435) 0 0 Changes in working capital: Receivables and accrued utility revenues (33,032) 0 0 Fuel, materials, and supplies (4,479) 0 0 Accounts payable 9,391 214 0 Accrued taxes 25,855 0 0 Other working capital (excludes cash) (1,869) 0 0 -------------- ------------- ------------- Net cash flows from operating activities 528,709 9,216 0 -------------- ------------- ------------- Financing Activities: Issuance of long-term debt 103,100 0 0 Issuance of Monthly Income Preferred Securities (MIPS) 0 100,000 0 Loan receiable from associated company 0 (103,100) 0 Other paid in capital 0 3,100 0 Net decrease in short-term debt (127,000) 0 0 Reacquisitions and retirements of long-term debt (10,866) 0 0 Reacquisitions and retirements of preferred stock (125,000) 0 0 MIPS partnership distribution 0 (8,732) 0 Cash distribution to CL&P 0 (270) 0 Cash dividends on preferred stock (21,185) 0 0 Cash dividends on common shares (164,154) 0 0 -------------- ------------- ------------- Net cash flows used for financing activities (345,105) (9,002) 0 -------------- ------------- ------------- Investment Activities: Investment in plant: Electric utility plant (131,858) 0 0 Nuclear fuel (1,543) 0 0 -------------- ------------- ------------- Net cash flows used for investments in plant (133,401) 0 0 Other investment activities, net (50,677) 0 0 -------------- ------------- ------------- Net cash flows used for investments (184,078) 0 0 -------------- ------------- ------------- Net (decrease) increase in cash for the period (474) 214 0 Cash and special deposits - beginning of period 1,960 0 56 -------------- ------------- ------------- Cash and special deposits - end of period $ 1,486 $ 214 $ 56 ============== ============= ============= Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 126,077 $ 0 $ 0 ============== ============= ============= Income taxes $ 137,706 $ 0 $ 0 ============== ============= ============= Increase in obligations: Niantic Bay Fuel Trust $ 33,537 $ 0 $ 0 ============== ============= ============= Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power, Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-18 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Cash Flows (b) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------- -------------- Operating Activities: Net income $ 9,002 $ 205,216 Adjustments to reconcile to net cash from operating activities: Depreciation 0 242,496 Deferred income taxes and investment tax credits, net 0 49,520 Deferred nuclear plants return 0 (6,399) Amortization of deferred nuclear plants return 0 101,958 Recoverable energy costs, net of amortization 0 (33,769) Deferred cogeneration costs 0 (55,341) Other sources of cash 0 65,597 Other uses of cash 0 (36,435) Changes in working capital: Receivables and accrued utility revenues 0 (33,032) Fuel, materials, and supplies 0 (4,479) Accounts payable 0 9,605 Accrued taxes 0 25,855 Other working capital (excludes cash) 0 (1,869) ------------- -------------- Net cash flows from operating activities 9,002 528,923 ------------- -------------- Financing Activities: Issuance of long-term debt 103,100 0 Issuance of Monthly Income Preferred Securities (MIPS) 0 100,000 Loan receiable from associated company (103,100) 0 Other paid in capital 3,100 0 Net decrease in short-term debt 0 (127,000) Reacquisitions and retirements of long-term debt 0 (10,866) Reacquisitions and retirements of preferred stock 0 (125,000) MIPS partnership distribution (8,732) 0 Cash distribution to CL&P (270) 0 Cash dividends on preferred stock 0 (21,185) Cash dividends on common shares 0 (164,154) ------------- -------------- Net cash flows used for financing activities (5,902) (348,205) ------------- -------------- Investment Activities: Investment in plant: Electric utility plant 0 (131,858) Nuclear fuel 0 (1,543) ------------- -------------- Net cash flows used for investments in plant 0 (133,401) Other investment activities, net (3,100) (47,577) ------------- -------------- Net cash flows used for investments (3,100) (180,978) ------------- -------------- Net (decrease) increase in cash for the period 0 (260) Cash and special deposits - beginning of period 0 2,017 ------------- -------------- Cash and special deposits - end of period $ 0 $ 1,757 ============= ============== Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 9,002 $ 117,074 ============= ============== Income taxes $ 0 $ 137,706 ============= ============== Increase in obligations: Niantic Bay Fuel Trust $ 0 $ 33,537 ============= ============== Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power, Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-1 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Assets December 31, 1995 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated -------------- ----------- ------------ ------------ Utility Plant, at cost: Electric 2,109,590 200 0 2,109,790 Other 0 8,694 0 8,694 -------------- ----------- ------------ ------------ 2,109,590 8,894 0 2,118,484 Less: Accumulated provision for depreciation 513,244 2,319 0 515,563 -------------- ----------- ------------ ------------ 1,596,346 6,575 0 1,602,921 Unamortized acquisition costs 588,910 0 0 588,910 Construction work in progress 15,975 0 0 15,975 Nuclear fuel, net 1,585 0 0 1,585 -------------- ----------- ------------ ------------ Total net utility plant 2,202,816 6,575 0 2,209,391 -------------- ----------- ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 2,436 0 0 2,436 Investments in regional nuclear generating companies, at equity 12,552 0 0 12,552 Investments in subsidiary companies, at equity 6,748 0 6,748 0 Other, at cost 764 250 0 1,015 -------------- ----------- ------------ ------------ 22,500 250 6,748 16,003 -------------- ----------- ------------ ------------ Current Assets: Cash and special deposits 456 228 0 684 Notes receivable from affiliated companies 19,100 0 0 19,100 Receivables, net 91,535 0 0 91,535 Accounts receivable from affiliated companies 1,486 152 254 1,383 Accrued utility revenues 33,984 0 0 33,984 Fuel, materials, and supplies, at average cost 41,717 0 0 41,717 Prepayments and other 11,196 27 0 11,223 -------------- ----------- ------------ ------------ 199,474 407 254 199,626 -------------- ----------- ------------ ------------ Deferred Charges: Regulatory assets 434,001 0 0 434,001 Unamortized debt expense 14,165 0 0 14,165 Deferred receivable from affiliated company 33,284 0 0 33,284 Other 3,396 0 0 3,396 -------------- ----------- ------------ ------------ 484,846 0 0 484,846 -------------- ----------- ------------ ------------ Total Assets 2,909,636 7,232 7,002 2,909,866 ============== =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-20 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated -------------- ----------- ------------ ------------ Capitalization: Common stockholder's equity: Common stock 1 1 1 1 Capital surplus, paid in 422,385 0 0 422,385 Retained earnings 143,039 624 624 143,039 -------------- ----------- ------------ ------------ Total common stockholder's equity 565,425 625 625 565,425 Preferred stock subject to mandatory redemption 125,000 0 0 125,000 Long-term debt 686,485 6,123 6,123 686,485 -------------- ----------- ------------ ------------ Total capitalization 1,376,910 6,748 6,748 1,376,910 -------------- ----------- ------------ ------------ Obligations Under Capital Leases 874,292 0 0 874,292 -------------- ----------- ------------ ------------ Current Liabilities: Long-term debt and preferred stock-- current portion 172,500 0 0 172,500 Obligations under capital leases-- current portion 40,996 0 0 40,996 Accounts payable 39,012 3 0 39,015 Accounts payable to affiliated companies 26,656 102 254 26,505 Accrued taxes 798 216 0 1,014 Accrued interest 9,648 0 0 9,648 Accrued pension benefits 38,606 0 0 38,606 Other 19,077 0 0 19,077 -------------- ----------- ------------ ------------ 347,293 321 254 347,361 -------------- ----------- ------------ ------------ Deferred Credits: Accumulated deferred income taxes 229,057 163 0 229,219 Accumulated deferred investment tax credits 5,060 0 0 5,060 Deferred contractual obligation 18,814 0 0 18,814 Deferred revenue from affiliated company 33,284 0 0 33,284 Other 24,926 0 0 24,926 -------------- ----------- ------------ ------------ 311,141 163 0 311,303 -------------- ----------- ------------ ------------ Total Capitalization and Liabilities 2,909,636 7,232 7,002 2,909,866 ============== =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-21 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Income (b) Year Ended December 31, 1995 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated --------------- ----------- ------------ ------------ Operating Revenues 979,590 1,226 1,226 979,590 --------------- ----------- ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 257,008 0 0 257,008 Other 313,390 1 1,226 312,165 Maintenance 42,244 0 0 42,244 Depreciation 44,337 0 0 44,337 Amortization of regulatory assets, net 55,547 0 0 55,547 Federal and state income taxes 69,758 212 0 69,970 Taxes other than income taxes 41,786 114 0 41,900 --------------- ----------- ------------ ------------ Total operating expenses 824,070 327 1,226 823,171 --------------- ----------- ------------ ------------ Operating Income 155,520 899 0 156,419 --------------- ----------- ------------ ------------ Other Income: Equity in earnings of regional nuclear generating companies 1,332 0 0 1,332 Other, net 3,642 (149) 750 2,743 Income taxes--credit (829) 0 0 (829) --------------- ----------- ------------ ------------ Other income, net 4,145 (149) 750 3,246 --------------- ----------- ------------ ------------ Income before interest charges 159,665 750 750 159,665 --------------- ----------- ------------ ------------ Interest Charges: Interest on long-term debt 76,320 0 0 76,320 Other interest 90 436 436 90 --------------- ----------- ------------ ------------ Interest charges, net 76,410 436 436 76,410 --------------- ----------- ------------ ------------ Net Income 83,255 314 314 83,255 =============== =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-22 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Retained Earnings (b) Year Ended December 31, 1995 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated -------------- ----------- ------------ ------------ Balance at beginning of period 125,034 310 310 125,034 Addition: Net income 83,255 314 314 83,255 -------------- ----------- ------------ ------------ 208,289 624 624 208,289 Deductions: Dividends declared: Preferred Stock 13,250 0 0 13,250 Common stock $52,000.00 per share 52,000 0 0 52,000 -------------- ----------- ------------ ------------ Total deductions 65,250 0 0 65,250 -------------- ----------- ------------ ------------ Balance at end of period 143,039 624 624 143,039 ============== =========== ============ ============
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Capital Surplus, Paid In (b) Year Ended December 31, 1994 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated -------------- ----------- ------------ ------------ Balance at beginning of period 421,784 0 0 421,784 Capital stock expenses, net 601 0 0 601 -------------- ----------- ------------ ------------ Balance at end of period 422,385 0 0 422,385 ============== =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-23 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Cash Flows (b) Year Ended December 31, 1995 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. --------------- ------------- Operating Activities: Net income $ 83,255 $ 314 Adjustments to reconcile to net cash from operating activities: Depreciation 44,337 0 Deferred income taxes and investment tax credits, net 69,986 52 Recoverable energy costs, net of amortization (15,266) 0 Amortization of regulatory asset 55,547 0 Other sources of cash 15,973 145 Other uses of cash 0 0 Changes in working capital: Receivables and accrued utility revenues (10,506) (11) Fuel, materials, and supplies (4,264) 0 Accounts payable 2,375 20 Accrued taxes (3,506) 22 Other working capital (excludes cash) 16 2 --------------- ------------- Net cash flows from operating activities 237,947 544 --------------- ------------- Financing Activities: Reacquisitions and retirements of long-term debt (141,000) (533) Cash dividends on preferred stock (13,250) 0 Cash dividends on common stock (52,000) 0 --------------- ------------- Net cash flows used for financing activities (206,250) (533) --------------- ------------- Investment Activities: Investment in plant: Electric utility plant (46,672) 0 Nuclear fuel (184) 0 --------------- ------------- Net cash flows used for investments in plant (46,856) 0 NU System Money Pool 15,900 0 Other investment activities, net (607) 0 --------------- ------------- Net cash flows (used for) from investments (31,563) 0 --------------- ------------- Net increase in cash for the period 134 11 Cash - beginning of period 322 217 --------------- ------------- Cash - end of period $ 456 $ 228 =============== ============= Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 74,543 $ 436 =============== ============= Income taxes $ 1,369 $ 140 =============== ============= Increase in obligations: Seabrook Power Contracts and other capital leases $ 28,028 $ 0 =============== ============= Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a Consolidating Statement of Cash Flows (b) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------- ------------- Operating Activities: Net income $ 314 $ 83,255 Adjustments to reconcile to net cash from operating activities: Depreciation 0 44,337 Deferred income taxes and investment tax credits, net 0 70,038 Recoverable energy costs, net of amortization 0 (15,266) Amortization of regulatory asset 0 55,547 Other sources of cash 0 16,117 Other uses of cash 0 0 Changes in working capital: Receivables and accrued utility revenues (35) (10,481) Fuel, materials, and supplies 0 (4,264) Accounts payable 35 2,361 Accrued taxes 0 (3,484) Other working capital (excludes cash) 0 18 ------------- ------------- Net cash flows from operating activities 314 238,178 ------------- ------------- Financing Activities: Reacquisitions and retirements of long-term debt (533) (141,000) Cash dividends on preferred stock 0 (13,250) Cash dividends on common stock 0 (52,000) ------------- ------------- Net cash flows used for financing activities (533) (206,250) ------------- ------------- Investment Activities: Investment in plant: Electric utility plant 0 (46,672) Nuclear fuel 0 (184) ------------- ------------- Net cash flows used for investments in plant 0 (46,856) NU System Money Pool 0 15,900 Other investment activities, net 219 (826) ------------- ------------- Net cash flows (used for) from investments 219 (31,782) ------------- ------------- Net increase in cash for the period 0 146 Cash - beginning of period 0 538 ------------- ------------- Cash - end of period $ 0 $ 684 ============= ============= Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 436 $ 74,543 ============= ============= Income taxes $ 0 $ 1,509 ============= ============= Increase in obligations: Seabrook Power Contracts and other capital leases $ 0 $ 28,028 ============= ============= Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated -------- --------- ------------ ------------ Utility Plant, at original cost: Electric 93,398 1,437 0 94,835 Less: Accumulated provision for depreciation 38,158 919 0 39,077 -------- --------- ------------ ------------ 55,240 518 0 55,758 Construction work in progress 1,919 4 0 1,923 -------- --------- ------------ ------------ Total net utility plant 57,159 522 0 57,681 -------- --------- ------------ ------------ Other Property and Investments: Investments in subsidiary company, at equity 243 0 243 0 Other, at cost 3,357 0 0 3,357 -------- --------- ------------ ------------ 3,600 0 243 3,357 -------- --------- ------------ ------------ Current Assets: Cash 1 55 0 56 Notes receivables from affiliated companies 7,000 0 0 7,000 Receivables, net 3,875 5 0 3,879 Accounts receivables from affiliated companies 2,059 2,396 4,356 99 Fuel, materials, and supplies, at average cost 6,413 0 0 6,413 Prepayments and other 129 0 0 130 -------- --------- ------------ ------------ 19,477 2,456 4,356 17,577 -------- --------- ------------ ------------ Deferred Charges: Regulatory assets 2,441 48 (268) 2,756 Unamortized debt expense 998 0 0 998 Other 271 4 0 275 -------- --------- ------------ ------------ 3,710 52 (268) 4,029 -------- --------- ------------ ------------ Total Assets 83,946 3,030 4,331 82,644 ======== ========= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-26 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated -------- --------- ------------ ------------ Capitalization: Common stockholder's equity: Common stock 2,400 485 485 2,400 Capital surplus, paid in 6,000 0 0 6,000 Retained earnings 12,264 (687) (687) 12,264 -------- --------- ------------ ------------ Total common stockholder's equity 20,664 (202) (202) 20,664 Long-term debt 38,300 424 424 38,300 -------- --------- ------------ ------------ Total capitalization 58,964 222 222 58,964 -------- --------- ------------ ------------ Current Liabilities: Accounts payable 1,370 0 0 1,370 Accounts payable to affiliated companies 3,101 1,957 4,356 702 Accrued taxes 981 690 0 1,670 Accrued interest 286 0 0 286 Accrued pension benefits 995 0 0 995 Other 503 12 0 515 -------- --------- ------------ ------------ 7,236 2,659 4,356 5,538 -------- --------- ------------ ------------ Deferred Credits: Accumulated deferred income taxes 11,822 102 (268) 12,192 Accumulated deferred investment tax credits 2,919 26 0 2,945 Other 3,005 21 21 3,005 -------- --------- ------------ ------------ 17,746 149 (247) 18,142 -------- --------- ------------ ------------ Total Capitalization and Liabilities 83,946 3,030 4,331 82,644 ======== ========= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-27 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated ------- --------- ------------ ------------ Operating Revenues 60,552 27,483 54,066 33,969 ------- --------- ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 35,282 18,149 35,520 17,910 Other 19,002 9,288 18,546 9,744 Maintenance 3,340 0 0 3,340 Depreciation 1,900 41 0 1,941 Federal and state income taxes (1,753) (6) 0 (1,758) Taxes other than income taxes 2,170 37 0 2,207 ------- --------- ------------ ------------ Total operating expenses 59,941 27,509 54,066 33,384 ------- --------- ------------ ------------ Operating Income (Loss) 611 (26) 0 585 ------- --------- ------------ ------------ Other Income: Other, net 339 0 (18) 357 Income taxes--credit 20 8 0 28 ------- --------- ------------ ------------ Other income, net 359 8 (18) 385 ------- --------- ------------ ------------ Income before interest charges 970 (18) (18) 970 ------- --------- ------------ ------------ Interest Charges: Interest on long-term debt 1,729 0 0 1,729 Other interest (102) 21 21 (102) ------- --------- ------------ ------------ Interest charges, net 1,627 21 21 1,627 ------- --------- ------------ ------------ Net Income (657) (39) (39) (657) ======= ========= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-28 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Retained Earnings(a) Year Ended December 31, 1995 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated ------- --------- ------------ ------------ Balance at beginning of period 12,921 (648) (648) 12,921 Addition: Net income (657) (39) (39) (657) ------- --------- ------------ ------------ Balance at end of period 12,264 (687) (687) 12,264 ======= ========= ============ ============
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated ------- --------- ------------ ------------ Balance at beginning of period 6,000 0 0 6,000 0 0 0 0 ------- --------- ------------ ------------ Balance at end of period 6,000 0 0 6,000 ======= ========= ============ ============ Note: Individual companies may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-29 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
Holyoke Holyoke Power and Water Power Electric Company Company ------------ ------------ Operating Activities: Net loss $ (657) $ (39) Adjustments to reconcile to net cash from operating activities: Depreciation 1,900 41 Deferred income taxes, net 380 (7) Other sources of cash 1,043 27 Other uses of cash (626) 0 Changes in working capital: Receivables, net 600 234 Fuel, materials, and supplies (245) 0 Accounts payable 389 (337) Accrued taxes (1,011) 39 Other working capital (excludes cash) 97 0 ------------ ------------ Net cash flows from (used for) operating activities 1,870 (42) ------------ ------------ Investment Activities: Investment in plant: Electric utility plant (2,025) (1) Other investment activities, net 142 0 ------------ ------------ Net cash flows (used for) from investments (1,883) (1) ------------ ------------ Net decrease in cash for the period (13) (43) Cash - beginning of period 14 98 ------------ ------------ Cash - end of period $ 1 $ 55 ============ ============ Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 1,698 $ 21 ============ ============ Income taxes (refund) $ (1,072) $ (45) ============ ============ Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report.
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------- ------------- Operating Activities: Net loss $ (39) $ (657) Adjustments to reconcile to net cash from operating activities: Depreciation 0 1,941 Deferred income taxes, net 0 374 Other sources of cash 21 1,048 Other uses of cash 0 (625) Changes in working capital: Receivables, net 373 462 Fuel, materials, and supplies 0 (245) Accounts payable (373) 425 Accrued taxes 0 (972) Other working capital (excludes cash) 0 95 ------------- ------------- Net cash flows from (used for) operating activities (18) 1,846 ------------- ------------- Investment Activities: Investment in plant: Electric utility plant 0 (2,026) Other investment activities, net 18 124 ------------- ------------- Net cash flows (used for) from investments 18 (1,902) ------------- ------------- Net decrease in cash for the period 0 (56) Cash - beginning of period 0 112 ------------- ------------- Cash - end of period $ 0 $ 56 ============= ============= Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 21 $ 1,698 ============= ============= Income taxes (refund) $ 0 $ (1,117) ============= ============= Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
COE Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------ ------------ ----------- Utility Plant, at original cost: Electric 40 0 11 Less: Accumulated provision for depreciation 40 0 7 ------------ ------------ ----------- 0 0 4 Construction work in progress (3) 0 89 ------------ ------------ ----------- Total net utility plant (3) 0 93 ------------ ------------ ----------- Other Property and Investments: Investments in subsidiary companies, at equity 46,984 0 0 Other, at cost 0 2,229 0 ------------ ------------ ----------- 46,984 2,229 0 ------------ ------------ ----------- Current Assets: Cash 93 445 976 Receivables, net 0 0 611 Receivables from affiliated companies 1,170 0 1,175 ------------ ------------ ----------- 1,263 445 2,762 ------------ ------------ ----------- Deferred Charges: Accumulated deferred income taxes 107 23 0 Other 655 0 3,437 ------------ ------------ ----------- 762 23 3,437 ------------ ------------ ----------- Total Assets 49,006 2,697 6,292 ============ ============ =========== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-32 CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
COE COE COE (UK) (Gencoe) Argentina I Corp. Corp. Corp. -------- -------- ------------ Utility Plant, at original cost: Electric 0 0 0 Less: Accumulated provision for depreciation 0 0 0 -------- -------- ------------ 0 0 0 Construction work in progress 0 0 0 -------- -------- ------------ Total net utility plant 0 0 0 -------- -------- ------------ Other Property and Investments: Investments in subsidiary companies, at equity 0 736 0 Other, at cost 3,849 0 0 -------- -------- ------------ 3,849 736 0 -------- -------- ------------ Current Assets: Cash 86 0 10 Receivables, net 50 0 0 Receivables from affiliated companies 0 0 0 -------- -------- ------------ 136 0 10 -------- -------- ------------ Deferred Charges: Accumulated deferred income taxes 0 0 0 Other 1,003 0 0 -------- -------- ------------ 1,003 0 0 -------- -------- ------------ Total Assets 4,988 736 10 ======== ======== ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-32A CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ------------ ----------- ------------- Utility Plant, at original cost: Electric 0 0 0 Less: Accumulated provision for depreciation 0 0 0 ------------ ----------- ------------- 0 0 0 Construction work in progress 0 0 0 ------------ ----------- ------------- Total net utility plant 0 0 0 ------------ ----------- ------------- Other Property and Investments: Investments in subsidiary companies, at equity 0 0 0 Other, at cost 18,300 0 16,843 ------------ ----------- ------------- 18,300 0 16,843 ------------ ----------- ------------- Current Assets: Cash 10 10 167 Receivables, net 0 0 0 Receivables from affiliated companies 0 0 0 ------------ ----------- ------------- 10 10 167 ------------ ----------- ------------- Deferred Charges: Accumulated deferred income taxes 0 0 0 Other 471 0 0 ------------ ----------- ------------- 471 0 0 ------------ ----------- ------------- Total Assets 18,781 10 17,010 ============ =========== ============= Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-32B CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Utility Plant, at original cost: Electric 0 52 Less: Accumulated provision for depreciation 0 47 ------------ ------------ 0 5 Construction work in progress 0 86 ------------ ------------ Total net utility plant 0 91 ------------ ------------ Other Property and Investments: Investments in subsidiary companies, at equity 47,720 0 Other, at cost 0 41,221 ------------ ------------ 47,720 41,221 ------------ ------------ Current Assets: Cash 0 1,798 Receivables, net 661 0 Receivables from affiliated companies 2,344 0 ------------ ------------ 3,005 1,798 ------------ ------------ Deferred Charges: Accumulated deferred income taxes 0 130 Other 0 5,565 ------------ ------------ 0 5,695 ------------ ------------ Total Assets 50,725 48,805 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-32C (This page intentionally left blank) F-33 CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
COE Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------ ------------ ----------- Capitalization: Common stockholder's equity: Common stock 0 0 0 Capital surplus, paid in 63,913 1,899 16,039 Retained earnings (16,704) 618 (11,252) ------------ ------------ ----------- Total common stockholder's equity 47,209 2,517 4,787 Long-term debt 0 0 0 ------------ ------------ ----------- Total capitalization 47,209 2,517 4,787 ------------ ------------ ----------- Minority Interest in Common Equity of Subsidiaries 0 0 0 ------------ ------------ ----------- Current Liabilities: Notes payable to affiliated company 0 0 0 Accounts payable 35 0 1,190 Accounts payable to affiliated companies 1,241 0 296 Accrued taxes 498 180 0 Other 23 0 19 ------------ ------------ ----------- 1,797 180 1,505 ------------ ------------ ----------- Total Capitalization and Liabilities 49,006 2,697 6,292 ============ ============ =========== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-34 CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
COE COE COE (UK) (Gencoe) Argentina I Corp. Corp. Corp. -------- -------- ------------ Capitalization: Common stockholder's equity: Common stock 0 0 0 Capital surplus, paid in 4,524 123 10 Retained earnings (715) (250) 0 -------- -------- ------------ Total common stockholder's equity 3,809 (127) 10 Long-term debt 0 757 0 -------- -------- ------------ Total capitalization 3,809 630 10 -------- -------- ------------ Minority Interest in Common Equity of Subsidiaries 0 0 0 -------- -------- ------------ Current Liabilities: Notes payable to affiliated company 100 0 0 Accounts payable 0 0 0 Accounts payable to affiliated companies 1,039 105 0 Accrued taxes 40 1 0 Other 0 0 0 -------- -------- ------------ 1,179 106 0 -------- -------- ------------ Total Capitalization and Liabilities 4,988 736 10 ======== ======== ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-34A CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ------------ ----------- ------------- Capitalization: Common stockholder's equity: Common stock 0 0 0 Capital surplus, paid in 18,781 10 17,010 Retained earnings 0 0 0 ------------ ----------- ------------- Total common stockholder's equity 18,781 10 17,010 Long-term debt 0 0 0 ------------ ----------- ------------- Total capitalization 18,781 10 17,010 ------------ ----------- ------------- Minority Interest in Common Equity of Subsidiaries 0 0 0 ------------ ----------- ------------- Current Liabilities: Notes payable to affiliated company 0 0 0 Accounts payable 0 0 0 Accounts payable to affiliated companies 0 0 0 Accrued taxes 0 0 0 Other 0 0 0 ------------ ----------- ------------- 0 0 0 ------------ ----------- ------------- Total Capitalization and Liabilities 18,781 10 17,010 ============ =========== ============= Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-34B CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Capitalization: Common stockholder's equity: Common stock 0 0 Capital surplus, paid in 58,396 63,913 Retained earnings (11,598) (16,704) ------------ ------------ Total common stockholder's equity 46,798 47,209 Long-term debt 757 0 ------------ ------------ Total capitalization 47,555 47,209 ------------ ------------ Minority Interest in Common Equity of Subsidiaries 65 (65) ------------ ------------ Current Liabilities: Notes payable to affiliated company 100 0 Accounts payable 0 1,226 Accounts payable to affiliated companies 2,344 336 Accrued taxes 661 58 Other 0 41 ------------ ------------ 3,105 1,661 ------------ ------------ Total Capitalization and Liabilities 50,725 48,805 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-34C (This page intentionally left blank) F-35 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------ ------------ ----------- Operating Revenues 0 0 0 ------------ ------------ ----------- Operating Expenses: Operation 1,117 0 6,142 Maintenance 2 0 0 Depreciation 0 0 2 Federal and state income taxes (457) 183 (2,603) Taxes other than income taxes 19 0 0 ------------ ------------ ----------- Total operating expenses 681 183 3,541 ------------ ------------ ----------- Operating Loss (681) (183) (3,541) ------------ ------------ ----------- Other Income (3,522) 697 0 ------------ ------------ ----------- Income (loss) before interest charges (4,203) 514 (3,541) ------------ ------------ ----------- Interest Charges 12 0 0 ------------ ------------ ----------- Net Income (Loss) (4,215) 514 (3,541) ============ ============ =========== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE COE (UK) (Gencoe) COE Argentina I Corp. Corp. Corp. ----------- ----------- --------------- Operating Revenues 0 0 0 ----------- ----------- --------------- Operating Expenses: Operation 38 0 0 Maintenance 0 0 0 Depreciation 652 0 0 Federal and state income taxes 359 15 0 Taxes other than income taxes 1 0 0 ----------- ----------- --------------- Total operating expenses 1,050 15 0 ----------- ----------- --------------- Operating Loss (1,050) (15) 0 ----------- ----------- --------------- Other Income 422 (128) 0 ----------- ----------- --------------- Income (loss) before interest charges (628) (143) 0 ----------- ----------- --------------- Interest Charges 8 46 0 ----------- ----------- --------------- Net Income (Loss) (636) (189) 0 =========== =========== =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-36A CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ---------------- ----------- ------------- Operating Revenues 0 0 0 ---------------- ----------- ------------- Operating Expenses: Operation 0 0 0 Maintenance 0 0 0 Depreciation 0 0 0 Federal and state income taxes 0 0 0 Taxes other than income taxes 0 0 0 ---------------- ----------- ------------- Total operating expenses 0 0 0 ---------------- ----------- ------------- Operating Loss 0 0 0 ---------------- ----------- ------------- Other Income 0 0 0 ---------------- ----------- ------------- Income (loss) before interest charges 0 0 0 ---------------- ----------- ------------- Interest Charges 0 0 0 ---------------- ----------- ------------- Net Income (Loss) 0 0 0 ================ =========== ============= Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Operating Revenues 0 0 ------------ ------------ Operating Expenses: Operation 0 7,296 Maintenance 0 2 Depreciation 0 655 Federal and state income taxes 0 (2,503) Taxes other than income taxes 0 20 ------------ ------------ Total operating expenses 0 5,470 ------------ ------------ Operating Loss 0 (5,470) ------------ ------------ Other Income (3,805) 1,274 ------------ ------------ Income (loss) before interest charges (3,805) (4,196) ------------ ------------ Interest Charges 46 19 ------------ ------------ Net Income (Loss) (3,851) (4,215) ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
(This page intentionally left blank) F-37 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------ ------------ ----------- Balance at beginning of period (12,489) 104 (7,711) Addition: Net income (loss) (4,215) 514 (3,541) ------------ ------------ ----------- (16,704) 618 (11,252) Deductions: Common stock dividend declared: 0 0 0 ------------ ------------ ----------- Balance at end of period (16,704) 618 (11,252) ============ ============ ===========
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
Charter Oak Charter Oak Charter Oak Energy, Inc. (Paris) Inc. Development ------------ ------------ ----------- Balance at beginning of period 31,211 1,785 19,260 Capital contribution from Northeast Utilities 32,702 114 (3,221) Premium on capital stock 0 0 0 ------------ ------------ ----------- Balance at end of period 63,913 1,899 16,039 ============ ============ =========== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-38 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE COE (UK) (Gencoe) COE Argentina I Corp. Corp. Corp. ----------- ----------- --------------- Balance at beginning of period (79) (61) 0 Addition: Net income (loss) (636) (189) 0 ----------- ----------- --------------- (715) (250) 0 Deductions: Common stock dividend declared: 0 0 0 ----------- ----------- --------------- Balance at end of period (715) (250) 0 =========== =========== ===============
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE COE (UK) (Gencoe) COE Argentina I Corp. Corp. Corp. ----------- ----------- --------------- Balance at beginning of period 4,417 132 10 Capital contribution from Northeast Utilities 107 (9) 0 Premium on capital stock 0 0 0 ----------- ----------- --------------- Balance at end of period 4,524 123 10 =========== =========== =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-38A CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ---------------- ------------ ------------- Balance at beginning of period 0 0 0 Addition: Net income (loss) 0 0 0 ---------------- ------------ ------------- 0 0 0 Deductions: Common stock dividend declared: 0 0 0 ---------------- ------------ ------------- Balance at end of period 0 0 0 ================ ============ =============
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ---------------- ------------ ------------- Balance at beginning of period 10 0 0 Capital contribution from Northeast Utilities 18,771 10 17,010 Premium on capital stock 0 0 0 ---------------- ------------ ------------- Balance at end of period 18,781 10 17,010 ================ ============ ============= Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-38B CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period (7,747) (12,489) Addition: Net income (loss) (3,851) (4,215) ------------ ------------ (11,598) (16,704) Deductions: Common stock dividend declared: 0 0 ------------ ------------ Balance at end of period (11,598) (16,704) ============ ============
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period 25,613 31,211 Capital contribution from Northeast Utilities 32,783 32,702 Premium on capital stock 0 0 ------------ ------------ Balance at end of period 58,396 63,913 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-38C (This page intentionally left blank) F-39 CHARTER OAK ENERGY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
Charter Oak Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------- -------------- ------------ Operating Activities: Net income (loss) $ (4,215) $ 514 $ (3,541) Adjustments to reconcile to net cash from operating activities: Depreciation 0 0 2 Deferred income taxes 0 0 0 Other sources of cash 559 0 1 Other uses of cash 0 0 (2,437) Changes in working capital: Accounts receivable 712 0 196 Accounts payable (241) (60) 339 Accrued taxes (380) (93) 0 Other working capital (excludes cash) (5) (800) (49) ------------- -------------- ------------ Net cash flows used for operating activities (3,570) (439) (5,489) ------------- -------------- ------------ Financing Activities: Other paid in capital 32,702 114 (3,221) Net increase in short-term debt 0 0 0 ------------- -------------- ------------ Net cash flows from (used for) financing activities 32,702 114 (3,221) ------------- -------------- ------------ Investment Activities: Investment in plant: Electric and other utility plant 3 0 (67) Other investments (29,269) (142) 5,000 ------------- -------------- ------------ Net cash flows (used for) from investments (29,266) (142) 4,933 ------------- -------------- ------------ Net (decrease) increase in cash for the period (134) (467) (3,777) Cash - beginning of period 227 912 4,753 ------------- -------------- ------------ Cash - end of period $ 93 $ 445 $ 976 ============= ============== ============ Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 0 $ 0 $ 0 ============= ============== ============ Income taxes (refund) $ (476) $ 276 $ (2,161) ============= ============== ============ Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE COE COE (UK) (Gencoe) Argentina I Corp. Corp. Corp. ------------ ------------ ------------- Operating Activities: Net income (loss) $ (636) $ (189) $ 0 Adjustments to reconcile to net cash from operating activities: Depreciation 652 0 0 Deferred income taxes 0 0 0 Other sources of cash 364 0 0 Other uses of cash (652) 0 0 Changes in working capital: Accounts receivable 51 14 0 Accounts payable (141) 46 0 Accrued taxes 40 1 0 Other working capital (excludes cash) 0 0 0 ------------ ------------ ------------- Net cash flows used for operating activities (322) (128) 0 ------------ ------------ ------------- Financing Activities: Other paid in capital 107 (9) 0 Net increase in short-term debt 100 0 0 ------------ ------------ ------------- Net cash flows from (used for) financing activities 207 (9) 0 ------------ ------------ ------------- Investment Activities: Investment in plant: Electric and other utility plant 0 0 0 Other investments 201 136 0 ------------ ------------ ------------- Net cash flows (used for) from investments 201 136 0 ------------ ------------ ------------- Net (decrease) increase in cash for the period 86 (1) 0 Cash - beginning of period 0 1 10 ------------ ------------ ------------- Cash - end of period $ 86 $ 0 $ 10 ============ ============ ============= Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 0 $ 46 $ 0 ============ ============ ============= Income taxes (refund) $ (45) $ 0 $ 0 ============ ============ ============= Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
COE Argentina II COE COE Corp. Tejona Fenix ------------- ------------- ------------ Operating Activities: Net income (loss) $ 0 $ 0 $ 0 Adjustments to reconcile to net cash from operating activities: Depreciation 0 0 0 Deferred income taxes 0 0 0 Other sources of cash 0 0 0 Other uses of cash (471) 0 0 Changes in working capital: Accounts receivable 0 0 0 Accounts payable 0 0 0 Accrued taxes 0 0 0 Other working capital (excludes cash) 0 0 0 ------------- ------------- ------------ Net cash flows used for operating activities (471) 0 0 ------------- ------------- ------------ Financing Activities: Other paid in capital 18,771 10 17,010 Net increase in short-term debt 0 0 0 ------------- ------------- ------------ Net cash flows from (used for) financing activities 18,771 10 17,010 ------------- ------------- ------------ Investment Activities: Investment in plant: Electric and other utility plant 0 0 0 Other investments (18,300) 0 (16,843) ------------- ------------- ------------ Net cash flows (used for) from investments (18,300) 0 (16,843) ------------- ------------- ------------ Net (decrease) increase in cash for the period 0 10 167 Cash - beginning of period 10 0 0 ------------- ------------- ------------ Cash - end of period $ 10 $ 10 $ 167 ============= ============= ============ Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 0 $ 0 $ 0 ============= ============= ============ Income taxes (refund) $ 0 $ 0 $ 0 ============= ============= ============ Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
Eliminations Consolidated ------------- ------------- Operating Activities: Net income (loss) $ (3,851) $ (4,215) Adjustments to reconcile to net cash from operating activities: Depreciation 0 655 Deferred income taxes 0 0 Other sources of cash 525 399 Other uses of cash (424) (3,137) Changes in working capital: Accounts receivable 383 590 Accounts payable 39 (96) Accrued taxes 378 (811) Other working capital (excludes cash) (800) (55) ------------- ------------- Net cash flows used for operating activities (3,750) (6,670) ------------- ------------- Financing Activities: Other paid in capital 32,783 32,702 Net increase in short-term debt 100 0 ------------- ------------- Net cash flows from (used for) financing activities 32,883 32,702 ------------- ------------- Investment Activities: Investment in plant: Electric and other utility plant 0 (63) Other investments (29,133) (30,084) ------------- ------------- Net cash flows (used for) from investments (29,133) (30,147) ------------- ------------- Net (decrease) increase in cash for the period 0 (4,115) Cash - beginning of period 0 5,913 ------------- ------------- Cash - end of period $ 0 $ 1,798 ============= ============= Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 46 $ 0 ============= ============= Income taxes (refund) $ 0 $ (2,406) ============= ============= Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report.
HEC INC. AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1994 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Utility Plant, at original cost: Electric 2,946 5 0 Other 963 0 0 ------------ ------------- --------------- 3,909 5 0 Less: Accumulated provision for depreciation 1,820 1 0 ------------ ------------- --------------- 2,089 4 0 Construction work in progress 0 0 0 ------------ ------------- --------------- Total net utility plant 2,089 4 0 ------------ ------------- --------------- Other Property and Investments: Investments in subsidiary companies, at equity 56 0 0 ------------ ------------- --------------- Current Assets: Cash 951 10 200 Notes receivable from affiliated companies 204 0 0 Receivables, net 5,768 0 0 Receivables from affiliated companies 938 0 0 Materials and supplies, at 0 0 0 average cost Prepayments and other 173 0 0 ------------ ------------- --------------- 8,034 10 200 ------------ ------------- --------------- Deferred Charges: Other 592 0 0 ------------ ------------- --------------- Total Assets 10,771 14 200 ============ ============= =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-42 HEC INC. AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1994 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Utility Plant, at original cost: Electric 10 0 2,961 Other 7 0 970 ------------ ------------ ------------ 17 0 3,931 Less: Accumulated provision for depreciation 3 0 1,824 ------------ ------------ ------------ 14 0 2,107 Construction work in progress 0 0 0 ------------ ------------ ------------ Total net utility plant 14 0 2,107 ------------ ------------ ------------ Other Property and Investments: Investments in subsidiary companies, at equity 0 56 0 ------------ ------------ ------------ Current Assets: Cash 161 0 1,322 Notes receivable from affiliated companies 0 204 0 Receivables, net 0 0 5,768 Receivables from affiliated companies 0 5 933 Materials and supplies, at 0 0 0 average cost Prepayments and other 1 0 173 ------------ ------------ ------------ 162 209 8,196 ------------ ------------ ------------ Deferred Charges: Other 383 0 975 ------------ ------------ ------------ Total Assets 559 265 11,278 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-42A HEC INC.AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1994 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Capitalization: Common stockholder's equity: Common stock 0 0 100 Capital surplus, paid in 3,992 10 0 Retained earnings (613) (1) (55) ------------ ------------- --------------- Total common stockholder's equity 3,379 9 45 Long-term debt 0 0 100 ------------ ------------- --------------- Total capitalization 3,379 9 145 ------------ ------------- --------------- Obligations Under Capital Leases 0 0 0 ------------ ------------- --------------- Current Liabilities: Notes payable to affiliated company 1,675 0 0 Accounts payable 4,683 0 0 Accounts payable to affiliated companies 65 5 55 Accrued taxes 2 0 0 Other 556 0 0 ------------ ------------- --------------- 6,979 5 55 ------------ ------------- --------------- Deferred Credits: Accumulated deferred income taxes 411 0 0 ------------ ------------- --------------- Total Capitalization and Liabilities 10,771 14 200 ============ ============= =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-43 HEC INC.AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1994 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Capitalization: Common stockholder's equity: Common stock 0 100 0 Capital surplus, paid in 7 17 3,992 Retained earnings 3 (53) (613) ------------ ------------ ------------ Total common stockholder's equity 10 64 3,379 Long-term debt 0 0 100 ------------ ------------ ------------ Total capitalization 10 64 3,479 ------------ ------------ ------------ Current Liabilities: Notes payable to affiliated company 196 196 1,675 Accounts payable 309 0 4,992 Accounts payable to affiliated companies 0 5 120 Accrued taxes 4 0 5 Other 40 0 596 ------------ ------------ ------------ 549 201 7,388 ------------ ------------ ------------ Deferred Credits: Accumulated deferred income taxes 0 0 411 ------------ ------------ ------------ Total Capitalization and Liabilities 559 265 11,278 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-43A HEC INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Operating Revenues $32,371 $0 $7 ------------ ------------- --------------- Operating Expenses: Operation 31,059 0 62 Maintenance 37 0 0 Depreciation 426 1 0 Federal and state income taxes 276 0 0 Taxes other than income taxes 249 0 0 ------------ ------------- --------------- Total operating expenses 32,047 1 62 ------------ ------------- --------------- Operating Income 324 (1) (55) ------------ ------------- --------------- Other Income 162 0 0 ------------ ------------- --------------- Income before interest charges 486 (1) (55) ------------ ------------- --------------- Interest Charges 119 0 0 ------------ ------------- --------------- Net Income (Loss) 367 (1) (55) ============ ============= =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-44 HEC INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Operating Revenues $1,149 $106 $33,421 ------------ ------------ ------------ Operating Expenses: Operation 1,130 106 32,144 Maintenance 0 0 37 Depreciation 3 0 430 Federal and state income taxes 4 0 280 Taxes other than income taxes 2 0 251 ------------ ------------ ------------ Total operating expenses 1,139 106 33,142 ------------ ------------ ------------ Operating Income 10 0 279 ------------ ------------ ------------ Other Income 0 (46) 207 ------------ ------------ ------------ Income before interest charges 10 (46) 486 ------------ ------------ ------------ Interest Charges 7 7 119 ------------ ------------ ------------ Net Income (Loss) 3 (53) $367 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-44A HEC INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Balance at beginning of period (980) 0 0 Addition: Net income 367 (1) (55) ------------ ------------- --------------- Balance at end of period (613) (1) (55) ============ ============= ===============
HEC INC AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Balance at beginning of period 4,316 10 0 Capital contribution to Northeast Utilities (324) 0 0 ------------ ------------- --------------- Balance at end of period 3,992 10 0 ============ ============= =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-45 HEC INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Balance at beginning of period 0 0 (980) Addition: Net income 3 (53) 367 ------------ ------------ ------------ Balance at end of period 3 (53) (613) ============ ============ ============
HEC INC AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Balance at beginning of period 7 17 4,316 Capital contribution to Northeast Utilities 0 0 (324) ------------ ------------ ------------ Balance at end of period 7 17 3,992 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-45A HEC INC. AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services LLC ----------- ------------- ------------ Operating Activities: Net income (loss) $ 367 $ (1) $ (55) Adjustments to reconcile to net cash from operating activities: Depreciation 426 1 0 Deferred income taxes and investment tax credits, net 31 0 0 Other sources of cash 1,047 0 0 Other uses of cash 0 (5) 0 Changes in working capital: Receivables and accrued utility revenues (3,884) 0 0 Fuel, materials, and supplies 26 0 0 Accounts payable 3,547 5 55 Accrued taxes 2 0 0 Other working capital (excludes cash) (221) 0 0 ----------- ------------- ------------ Net cash flows from (used for) operating activities 1,341 0 0 ----------- ------------- ------------ Financing Activities: Issuance of common shares 0 0 100 Issuance of long-term debt 0 0 100 Net (decrease) increase in short-term debt (300) 0 0 ----------- ------------- ------------ Net cash flows (used for) from financing activities (300) 0 200 ----------- ------------- ------------ Investment Activities: Investment in plant: Electric utility plant (158) 0 0 ----------- ------------- ------------ Net cash flows used for investments in plant (158) 0 0 Notes receivable from affiliated company (204) 0 0 Investment in subsidiaries (39) 0 0 ----------- ------------- ------------ Net cash flows used for investments (401) 0 0 ----------- ------------- ------------ Net increase in cash for the period 640 0 200 Cash - beginning of period 311 10 0 ----------- ------------- ------------ Cash - end of period $ 951 $ 10 $ 200 =========== ============= ============ Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 113 $ 0 $ 0 =========== ============= ============ Income taxes $ 197 $ 0 $ 0 =========== ============= ============ Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report.
HEC INC. AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1995 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Operating Activities: Net income (loss) $ 3 $ (53) $ 367 Adjustments to reconcile to net cash from operating activities: Depreciation 3 0 430 Deferred income taxes and investment tax credits, net 0 0 31 Other sources of cash 0 73 974 Other uses of cash (400) (73) (332) Changes in working capital: Receivables and accrued utility revenues 8 3 (3,879) Fuel, materials, and supplies 0 0 26 Accounts payable 301 (3) 3,911 Accrued taxes 4 0 5 Other working capital (excludes cash) 39 0 (181) ------------ ------------ ------------ Net cash flows from (used for) operating activities (42) (53) 1,352 ------------ ------------ ------------ Financing Activities: Issuance of common shares 0 100 0 Issuance of long-term debt 0 0 100 Net (decrease) increase in short-term debt 196 196 (300) ------------ ------------ ------------ Net cash flows (used for) from financing activities 196 296 (200) ------------ ------------ ------------ Investment Activities: Investment in plant: Electric utility plant 0 0 (158) ------------ ------------ ------------ Net cash flows used for investments in plant 0 0 (158) Notes receivable from affiliated company 0 (204) 0 Investment in subsidiaries 0 (39) 0 ------------ ------------ ------------ Net cash flows used for investments 0 (243) (158) ------------ ------------ ------------ Net increase in cash for the period 154 0 994 Cash - beginning of period 7 0 328 ------------ ------------ ------------ Cash - end of period $ 161 $ 0 $ 1,322 ============ ============ ============ Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 0 $ 0 $ 113 ============ ============ ============ Income taxes $ 0 $ 0 $ 197 ============ ============ ============ Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report.
NOTES TO FINANCIAL STATEMENTS NU Reference is made to "Notes to Consolidated Financial Statements" contained on pages 32 through 43 in NU's 1995 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P Reference is made to "Notes to Consolidated Financial Statements" contained on pages 7 through 27 in CL&P's 1995 Annual Report, which information is incorporated herein by reference. PSNH Reference is made to "Notes to Financial Statements" contained on pages 7 through 24 in PSNH's 1995 Annual Report, which information is incorporated herein by reference. WMECO Reference is made to "Notes to Financial Statements" contained on pages 7 through 25 in WMECO's 1995 Annual Report, which information is incorporated herein by reference. NAEC Reference is made to "Notes to Financial Statements" contained on pages 7 through 15 in NAEC's 1995 Annual Report, which information is incorporated herein by reference. EXHIBITS The following exhibits are incorporated by reference to the indicated SEC file number, unless a single asterisk appears next to the exhibit reference. A single asterisk indicates exhibits which are filed herewith. A # further indicates that the exhibit is filed under cover of Form SE. EXHIBIT NUMBER DESCRIPTION A. ANNUAL REPORTS A.1 Annual Reports filed under the Securities Exchange Act of 1934 A.1.1 1995 Annual Report on Form 10-K for NU. (File No. 1-5324) A.1.2 1995 Annual Report on Form 10-K for CL&P. (File No. 1-11419) A.1.3 1995 Annual Report on Form 10-K for PSNH. (File No. 1-6392) A.1.4 1995 Annual Report on Form 10-K for WMECO. (File No. 0-7624) A.1.5 1995 Annual Report on Form 10-K for NAEC. (File No. 33-43508) A.2 Annual Reports and Reports to the FERC on Form 1 *# A.2.1 1995 Annual Report to Shareholders of Connecticut Yankee Atomic Power Company. *# A.2.2 1995 FERC Form 1 of Connecticut Yankee Atomic Power Company. A.2.3 1995 Annual Report to Shareholders of Maine Yankee Atomic Power Company. (Exhibit A.2.a., 1995 New England Electric System (NEES) U5S, File No. 30-33) A.2.4 1995 FERC Form 1 of Maine Yankee Atomic Power Company. (Exhibit A.2.b. 1995 NEES U5S, File No. 30-33) A.2.5 1995 Annual Report to Shareholders of Vermont Yankee Nuclear Power Corporation. (Exhibit A.7.a., 1995 NEES U5S, File No. 30-33) A.2.6 1995 FERC Form 1 of Vermont Yankee Nuclear Power Corporation. (Exhibit A.7.b., 1995 NEES U5S, File No. 30- 33) A.2.7 1995 Annual Report to Shareholders of Yankee Atomic Electric Company. (Exhibit A.8.a., 1995 NEES U5S, File No. 30-33) A.2.8 1995 FERC Form 1 of Yankee Atomic Electric Company. (Exhibit A.8.b., 1995 NEES U5S, File No. 30-33) *# A.2.9 1995 Annual Report to Shareholders of New England Hydro-Transmission Electric Company, Inc. *# A.2.10 1995 Annual Report to Shareholders of New England Hydro-Transmission Corporation. B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION B.1 Northeast Utilities B.1.1 Declaration of Trust of NU, as amended through May 24, 1988. (Exhibit B.1.1, 1988 NU Form U5S, File No. 30-246) B.2 The Connecticut Light and Power Company B.2.1 Certificate of Incorporation of CL&P, restated to March 22, 1994. (Exhibit 3.2.1, 1993 NU Form 10-K, File No. 1-5324) B.2.2 By-laws of CL&P, as amended to March 1, 1982. (Exhibit 3.2.2, 1993 NU Form 10-K, File No. 1-5324) B.3 Public Service Company of New Hampshire B.3.1 Articles of Incorporation, as amended to May 16, 1991. (Exhibit 3.3.1, 1993 NU Form 10-K, File No. 1-5324) B.3.2 By-laws of PSNH, as amended to November 1, 1993. (Exhibit 3.3.2, 1993 NU Form 10-K, File No. 1-5324) B.4 Western Massachusetts Electric Company B.4.1 Articles of Organization of WMECO, restated to February 23, 1995. (Exhibit 3.4.1, 1994 NU Form 10-K, File No. 1- 5324) B.4.2 By-laws of WMECO, as amended to February 13, 1995. (Exhibit 3.4.2, 1994 NU Form 10-K, File No. 1-5324) B.5 North Atlantic Energy Corporation B.5.1 Articles of Incorporation of NAEC dated September 20, 1991. (Exhibit 3.5.1, 1993 NU Form 10-K, File No. 1-5324) B.5.2 Articles of Amendment dated October 16, 1991 and June 2, 1992 to Articles of Incorporation of NAEC. (Exhibit 3.5.2, 1993 NU Form 10-K, File No. 1-5324) B.5.3 By-laws of NAEC, as amended to November 8, 1993. (Exhibit 3.5.3, 1993 NU Form 10-K, File No. 1-5324) B.6 The Quinnehtuk Company B.6.1 Certificate of Incorporation of The Quinnehtuk Company. (Exhibit B.7.1, September, 1966 NU U5S, File No. 30-246) B.6.2 Amendment to Certificate of Incorporation of The Quinnehtuk Company dated June 10, 1975. (Exhibit B.6.2, 1993 NU Form U5S, File No. 30-246) B.6.3 By-laws of The Quinnehtuk Company as amended to March 1, 1982. (Exhibit B.4.1, 1983 NU Form U5S, File No. 30-246) B.7 The Rocky River Realty Company B.7.1 Certificate of Incorporation, as amended, of The Rocky River Realty Company. (Exhibit 1.9, 1977 NU Form U5S, File No. 30-246) B.7.2 By-laws of The Rocky River Realty Company as amended to March 1, 1982. (Exhibit B.5.1, 1983 NU Form U5S, File No. 30-246) B.8 Research Park, Inc. B.8.1 Charter of Research Park, Inc. dated July 18, 1963. (Exhibit B.6, 1983 NU Form U5S, File No. 30-246) B.8.2 By-laws of Research Park, Inc. as amended to March 1, 1982. (Exhibit B.6.1, 1983 NU Form U5S, File No. 30-246) B.9 The City and Suburban Electric and Gas Company B.9.1 Charter of The City and Suburban Electric and Gas Company (Special Act No. 169, Volume XXVIII, page 193, approved May 1, 1957). (Exhibit B.8, 1983 NU Form U5S, File No. 30-246) B.9.2 By-laws of The City and Suburban Electric and Gas Company as amended to February 15, 1952. (Exhibit B.8.1, 1983 NU Form U5S, File No. 30-246) B.10 Electric Power, Incorporated B.10.1 Charter of Electric Power, Incorporated dated January 1, 1955. (Exhibit B.9, 1983 NU Form U5S, File No. 30-246) B.10.2 Amendment to Charter of Electric Power, Incorporated (Special Act No. 133, Volume XXXI, page 103, approved June 11, 1963). (Exhibit B.9.1, 1983 NU Form U5S, File No. 30- 246) B.10.3 By-laws of Electric Power, Incorporated as amended to February 15, 1952. (Exhibit B.9.2, 1983 NU Form U5S, File No. 30-246) B.11 The Nutmeg Power Company B.11.1 Certificate of Organization of The Nutmeg Power Company dated July 19, 1954. (Exhibit B.11, 1983 NU Form U5S, File No. 30-246) B.11.2 By-laws of The Nutmeg Power Company as amended to July 19, 1954. (Exhibit B.11.1, 1983 NU Form U5S, File No. 30- 246) B.12 The Connecticut Steam Company B.12.1 Certificate of Incorporation of The Connecticut Steam Company dated May 13, 1965, including Special Act No. 325, an Act Incorporating The Connecticut Steam Company (Special Acts 1963, Senate Bill No. 704, approved June 24, 1963). (Exhibit B.12, 1983 NU Form U5S, File No. 30-246) B.12.2 By-laws of The Connecticut Steam Company as amended to April 27, 1965. (Exhibit B.12.1, 1983 NU Form U5S, File No. 30-246) B.13 The Connecticut Transmission Corporation B.13.1 Charter of The Connecticut Transmission Corporation and predecessor companies as amended to May 8, 1953. (Exhibit B.13, 1983 NU Form U5S, File No. 30-246) B.13.2 By-laws of The Connecticut Transmission Corporation as amended to February 15, 1952. (Exhibit B.13.1, 1983 NU Form U5S, File No. 30-246) B.14 Holyoke Water Power Company B.14.1 Charter of Holyoke Water Power Company, as amended. (Exhibit 1.8, 1977 NU Form U5S, File No. 30-246) B.14.2 By-laws of Holyoke Water Power Company as amended to March 1, 1982. (Exhibit B.14.1, 1983 NU Form U5S, File No. 30-246) B.15 Holyoke Power and Electric Company B.15.1 Charter of Holyoke Power and Electric Company dated December 5, 1925. (Exhibit B.15, 1983 NU Form U5S, File No. 30-246) B.15.2 Chapter 147 of the Massachusetts Acts of 1926 amending the Charter of Holyoke Power and Electric Company, as recorded with the Office of the Secretary of the Commonwealth on March 29, 1926. (Exhibit B.15.1, 1983 NU Form U5S, File No. 30-246) B.15.3 By-laws of Holyoke Power and Electric Company as amended to March 1, 1982. (Exhibit B.15.2, 1983 NU Form U5S, File No. 30-246) B.16 Northeast Utilities Service Company B.16.1 Charter of Northeast Utilities Service Company, as amended to February 20, 1974. (Exhibit B.16, 1983 NU Form U5S, File No. 30-246) B.16.2 By-laws of Northeast Utilities Service Company as amended to March 1, 1982. (Exhibit B.16.1, 1983 NU Form U5S, File No. 30-246) B.17 Northeast Nuclear Energy Company B.17.1 Charter of Northeast Nuclear Energy Company as amended to April 24, 1974. (Exhibit B.17, 1983 NU Form U5S, File No. 30-246) B.17.2 By-laws of Northeast Nuclear Energy Company amended to March 1, 1982. (Exhibit B.17.1, 1983 NU Form U5S, File No. 30-246) B.18 HEC, Inc. B.18.1 Articles of Organization of HEC Inc. dated June 19, 1990. (Exhibit B.19, 1990 NU Form U5S, File No. 30-246) B.18.2 By-Laws of HEC Inc. (Exhibit B.19.1, 1990 NU Form U5S, File No. 30-246) B.19 HEC International Corporation B.19.1 Articles of Organization of HEC International Corporation dated October 12, 1994. (Exhibit B.19.1, 1994 NU Form U5S, File No. 30-246) B.19.2 By-laws of HEC International Corporation dated October 12, 1994. (Exhibit B.19.2, 1994 NU Form U5S, File No. 30- 246) B.20 HEC Energy Consulting Canada Inc. B.20.1 Articles of Incorporation of HEC Energy Consulting Canada Inc. dated October 24, 1994. (Exhibit B.20.1, 1994 NU Form U5S, File No. 30-246) B.20.2 By-laws of HEC Energy Consulting Canada Inc. dated October 24, 1994. (Exhibit B.20.2, 1994 NU Form U5S, File No. 30-246) B.21 North Atlantic Energy Service Corporation B.21.1 Articles of Incorporation; Certificate of Amendment of North Atlantic Energy Service Corporation dated June 1, 1992. (Exhibit B.21, 1992 NU Form U5S, File No. 30-246) B.21.2 By-Laws of North Atlantic Energy Service Corporation, as amended to November 8, 1993. (Exhibit B.19.2, 1993 NU Form U5S, File No. 30-246) B.22 Connecticut Yankee Atomic Power Company B.22.1 Certificate of Incorporation of Connecticut Yankee Atomic Power Company and amendments dated to November 20, 1964. (Exhibit B.20.1, 1993 NU Form U5S, File No. 30-246) B.22.2 By-laws of Connecticut Yankee Atomic Power Company as amended to June 2, 1993. (Exhibit B.20.2, 1993 NU Form U5S, File No. 30-246) B.23 Properties, Inc. B.23.1 Articles of Agreement of Properties, Inc. as amended to June 1, 1983. (Exhibit B.21.1, 1993 NU Form U5S, File No. 30-246) * B.23.2 By-laws of Properties, Inc., amended and restated as of February 7, 1996. B.24 New Hampshire Electric Company B.24.1 Articles of Agreement of New Hampshire Electric Company, as amended to June 1, 1983. (Exhibit B.22.1, 1993 NU Form U5S, File No. 30-246) B.24.2 By-laws of New Hampshire Electric Company, as amended to June 1, 1983. (Exhibit B.22.2, 1993 NU Form U5S, File No. 30-246) B.25 Charter Oak Energy, Inc. B.25.1 Certificate of Incorporation of Charter Oak Energy, Inc. dated September 28, 1988. (Exhibit B.16, 1989 NU Form U5S, File No. 30-246) B.25.2 By-laws of Charter Oak Energy, Inc. dated September 28, 1988. (Exhibit B.16.1, 1989 NU Form U5S, File No. 30-246) B.26 Charter Oak (Paris) Inc. B.26.1 Certificate of Incorporation of Charter Oak (Paris) Inc. dated May 9, 1989. (Exhibit B.24.1, 1993 NU Form U5S, File No. 30-246) B.26.2 By-laws of Charter Oak (Paris) Inc. dated May 9, 1989. (Exhibit B.24.2, 1993 NU Form U5S, File No. 30-246) B.27 COE Development Corporation B.27.1 Certificate of Incorporation of COE Development Corporation dated November 6, 1992. (Exhibit B.25.1, 1993 NU Form U5S, File No. 30-246) B.27.2 By-laws of COE Development Corporation dated November 19, 1992. (Exhibit B.25.2, 1993 NU Form U5S, File No. 30- 246) B.28 COE (UK) Corp. B.28.1 Certificate of Incorporation of COE (UK) Corp. dated January 6, 1993. (Exhibit B.26.1, 1993 NU Form U5S, File No. 30-246) B.28.2 By-laws of COE (UK) Corp. dated January 7, 1993. (Exhibit B.26.2, 1993 NU Form U5S, File No. 30-246) B.29 COE (Gencoe) Corp. B.29.1 Restated Certificate of Incorporation of COE (Gencoe) Corp. dated March 31, 1993. (Exhibit B.27.1, 1993 NU Form U5S, File No. 30-246) B.29.2 By-laws of COE (Gencoe) Corp. dated January 7, 1993. (Exhibit B.27.2, 1993 NU Form U5S, File No. 30-246) B.30 COE Argentina I Corp. B.30.1 Certificate of Incorporation of COE Argentina I Corp. dated January 24, 1994. (Exhibit B.30.1, 1994 NU Form U5S, File No. 30-246) B.30.2 By-laws of COE Argentina I Corp. dated January 25, 1994. (Exhibit B.30.2, 1994 NU Form U5S, File No. 30-246) B.31 COE Argentina II Corp. B.31.1 Certificate of Incorporation of COE Argentina II Corp. dated March 14, 1994. (Exhibit B.31.1, 1994 NU Form U5S, File No. 30-246) B.31.2 By-laws of COE Argentina II Corp. dated March 14, 1994. (Exhibit B.31.2, 1994 NU Form U5S, File No. 30-246) B.32 COE Ave Fenix Corporation * B.32.1 Certificate of Incorporation of COE Ave Fenix Corporation dated May 19, 1995. * B.32.2 By-laws of COE Ave Fenix Corporation dated May 19, 1995. B.33 COE Tejona Corporation * B.33.1 Certificate of Incorporation of COE Tejona Corporation dated April 10, 1995. * B.33.2 By-laws of COE Tejona Corporation dated April 10, 1995. B.34 New England Hydro-Transmission Corporation B.34.1 Articles of Incorporation, (Exhibit B.8a, 1986 NEES U5S, File No. 30-33); Articles of Amendment of New England Hydro-Transmission Corporation dated January 18, 1989, (Exhibit B.10a, 1988 NEES U5S, File No. 30-33). B.34.2 By-laws of New England Hydro-Transmission Corporation. (Exhibit B.10b, 1988 NEES U5S, File No. 30-33) B.35 New England Hydro-Transmission Electric Company B.35.1 Restated Articles of Organization of New England Hydro- Transmission Electric Company dated January 13, 1989. (Exhibit B.11a, 1988 NEES U5S, File No. 30-33) B.35.2 By-Laws of New England Hydro-Transmission Electric Company (Exhibit B.11b, 1988 NEES U5S File No. 30-33) B.36 General Partnership Agreement of Encoe Partners. (File No. 70-8084) B.37 Amended and Restated Limited Partnership Agreement (CL&P Capital, L.P.) among CL&P, NUSCO, and the persons who became limited partners of CL&P Capital, L.P. in accordance with the provisions thereof dated as of January 23, 1995 (MIPS). (Exhibit A.1, File No. 70-8451) * B.38 Certificate of Formation of Southwest HEC Energy Services L.L.C., dated November 21, 1995. C.(a) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES C.1 Northeast Utilities C.1.1 Indenture dated as of December 1, 1991 between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of Debt Securities. (Exhibit 4.1.1, 1991 NU Form 10-K, File No. 1-5324) C.1.2 First Supplemental Indenture, dated as of December 1, 1991 between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of Series A Notes. (Exhibit 4.1.2, 1991 NU Form 10-K, File No. 1-5324) C.1.3 Second Supplemental Indenture, dated as of March 1, 1992 between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of Series B Notes. (Exhibit C.1.3, 1991 NU Form U5S, File No. 30-246) C.1.4 Warrant Agreement dated as of June 5, 1992 between Northeast Utilities and the Service Company. (Exhibit 4.1.4, 1992 NU Form 10-K, File No. 1-5324) C.1.4.1 Additional Warrant Agent Agreement dated as of June 5, 1992 between Northeast Utilities and State Street Bank and Trust Company. (Exhibit 4.1.4.1, 1992 NU Form 10-K, File No. 1-5324) C.1.4.2 Exchange and Disbursing Agent Agreement dated as of June 5, 1992 among Northeast Utilities, Public Service Company of New Hampshire and State Street Bank and Trust Company. (Exhibit 4.1.4.2, 1992 Form 10-K, File No. 1-5324) C.1.5 Credit Agreements among CL&P, NU, WMECO, NUSCO (as Agent) and 15 Commercial Banks dated December 3, 1992 (364 Day and Three-Year Facilities). (Exhibit C.2.38, 1992 NU Form U5S, File No. 30-246) C.1.6 Credit Agreements among CL&P, WMECO, NU, Holyoke Water Power Company, RRR, NNECO and NUSCO (as Agent) and 2 Commercial Banks dated December 3, 1992 (364 Day and Three-Year Facilities). (Exhibit C.2.39, 1992 NU Form U5S, File No. 30-246) C.2 The Connecticut Light and Power Company C.2.1 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, Trustee, dated as of May 1, 1921. (Composite including all twenty-four amendments to May 1, 1967.)(Exhibit 4.1.1, 1989 NU Form 10-K, File No. 1-5324) Supplemental Indentures to the Composite May 1, 1921 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, dated as of: C.2.2 April 1, 1967. (Exhibit 4.16, File No. 2-60806) C.2.3 January 1, 1968. (Exhibit 4.18, File No. 2-60806) C.2.4 December 1, 1969. (Exhibit 4.20, File No. 2-60806) C.2.5 June 30, 1982. (Exhibit 4.33, File No. 2-79235) C.2.6 December 1, 1989 (Exhibit 4.1.26, 1989 NU Form 10-K, File No. 1-5324) C.2.7 April 1, 1992. (Exhibit 4.30, File No. 33-59430) C.2.8 July 1, 1992. (Exhibit 4.31, File No. 33-59430) C.2.9 July 1, 1993. (Exhibit A.10(b), File No. 70-8249) C.2.10 July 1, 1993. (Exhibit A.10(b), File No. 70-8249) C.2.11 December 1, 1993. (Exhibit 4.2.14, 1993 NU Form 10-K, File No. 1-5324) C.2.12 February 1, 1994. (Exhibit 4.2.15, 1993 NU Form 10-K, File No. 1-5324) C.2.13 February 1, 1994. (Exhibit 4.2.16, 1993 NU Form 10-K, File No. 1-5324) C.2.14 June 1, 1994. (Exhibit 4.2.15, 1994 NU Form 10-K, File No. 1-5324) C.2.15 October 1, 1994. (Exhibit 4.2.16, 1994 NU Form 10-K, File No. 1-5324) C.2.16 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1986 Series) dated as of December 1, 1986. (Exhibit C.1.47, 1986 NU Form U5S, File No. 30-246) C.2.16.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds, 1986 Series) dated as of August 1, 1994. (Exhibit 1 (Execution Copy), File No. 70-7320) C.2.17 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1988 Series) dated as of October 1, 1988.(Exhibit C.1.55, 1988 NU Form U5S, File No. 30-246) C.2.17.1 Letter of Credit (Pollution Control Bonds, 1988 Series) dated October 27, 1988. (Exhibit 4.2.17.1, 1995 NU Form 10-K, File No. 1-5324) C.2.17.2 Reimbursement and Security Agreement (Pollution Control Bonds, 1988 Series) dated as of October 1, 1988. (Exhibit 4.2.18.2, 1995 NU Form 10-K File No. 1- 5324) C.2.18 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds) dated as of December 1, 1989. (Exhibit C.1.39, 1989 NU Form U5S, File No. 30-246) C.2.19 Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1992 Series A) dated as of December 1, 1992. (Exhibit C.2.33, 1992 NU Form U5S, File No. 30-246) C.2.19.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds, 1992 Series A) dated as of December 1, 1992. (Exhibit 4.2.19.1, 1995 NU Form 10-K, File No. 1-5324) C.2.20 Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.21, 1993 NU Form 10-K, File No. 1-5324) C.2.20.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.23, 1993 NU Form 10-K, File No. 1-5324) C.2.21 Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Bonds - Series B, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.22, 1993 NU Form 10-K, File No. 1-5324) C.2.21.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds - Series B, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.24, 1993 NU Form 10-K, File No. 1-5324) C.2.22 Indenture between CL&P and Bankers Trust Company, Trustee (Series A Subordinated Debentures), dated as of January 1, 1995 (MIPS). (Exhibit B.1 (Execution Copy), File No. 70-8451) C.2.23 Payment and Guaranty Agreement of CL&P dated as of January 23, 1995 (MIPS). (Exhibit B.3 (Execution Copy), File No. 70-8451) C.2.24 Amended and Restated Trust Agreement, dated February 11, 1992, among State Street Bank and Trust Company, as Trustor, and Bankers Trust Company, as Trustee, and CL&P and WMECO. (Niantic Bay Fuel Trust). (Exhibit 10.23, 1991 NU Form 10-K, File No. 1-5324) C.2.25 See Exhibit C.8.1 below, CL&P's Guarantee of Rocky River Realty's 7-7/8% Note Agreement. C.3 Public Service Company of New Hampshire C.3.1 First Mortgage Indenture dated as of August 15, 1978 between PSNH and First Fidelity Bank, National Association, New Jersey, Trustee. (Composite including all ten amendments to May 16, 1991)(Exhibit 4.4.1, 1992 NU Form 10-K, File No. 1-5324) C.3.2 Revolving Credit Agreement dated as of May 1, 1991. (Exhibit 4.12, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.3 Series A (Tax Exempt New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.2, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.4 Series B (Tax Exempt Refunding) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.3, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.5 Series C (Tax Exempt Refunding) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.4, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.6 Series D (Taxable New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.5, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.6.1 First Supplement to Series D (Tax Exempt Refunding Issue) PCRB Loan and Trust Agreement dated as of December 1, 1992. (Exhibit 4.4.5.1, 1992 NU Form 10-K, File No. 1-5324) C.3.6.2 Second Series D (May 1, 1991 Taxable New Issue and December 1, 1992 Tax Exempt Refunding Issue) PCRB Letter of Credit and Reimbursement Agreement dated as of May 1, 1995 (Exhibit B.4, Execution Copy, File No. 70-8036) C.3.7 Series E (Taxable New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.6, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.7.1 First Supplement to Series E (Tax Exempt Refunding Issue) PCRB Loan and Trust Agreement dated as of December 1, 1993. (Exhibit 4.3.8.1, 1993 NU Form 10-K, File No. 1-5324) C.3.7.2 Second Series E (May 1, 1991 Taxable New Issue and December 1, 1993 Tax Exempt Refunding Issue) PCRB Letter of Credit and Reimbursement Agreement dated as of May 1, 1995. (Exhibit B.5, Execution Copy, File No. 70-8036) C.4 Western Massachusetts Electric Company C.4.1 First Mortgage Indenture and Deed of Trust between WMECO and Old Colony Trust Company (now The First National Bank of Boston), Trustee, dated as of August 1, 1954. (Exhibit 4.4.1, 1993 NU Form 10-K, File No. 1-5324) Supplemental Indentures thereto dated as of: C.4.2 March 1, 1967. (Exhibit 2.5, File No. 2-68808) C.4.3 September 1, 1990. (Exhibit 4.3.15, 1990 NU Form 10-K, File No. 1-5324) C.4.4 December 1, 1992. (Exhibit 4.15, File No. 33-55772) C.4.5 January 1, 1993. (Exhibit 4.5.13, 1992 NU Form 10-K, File No. 1-5324) C.4.6 March 1, 1994. (Exhibit 4.4.11, 1993 NU Form 10-K, File No. 1-5324) C.4.7 March 1, 1994. (Exhibit 4.4.12, 1993 NU Form 10-K, File No. 1-5324) C.4.8 Loan Agreement between Connecticut Development Authority and WMECO (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.4.13, 1993 NU Form 10-K, File No. 1-5324) C.4.8.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds - Series A, Tax Exempt Refunding)dated as of September 1, 1993. (Exhibit 4.4.14, 1993 NU Form 10-K, File No 1-5324) C.4.9 See Exhibits C.2.27 and C.8.1 for WMECO's interest in joint financings. C.5 North Atlantic Energy Corporation C.5.1 First Mortgage Indenture and Deed of Trust between NAEC and United States Trust Company of New York, Trustee, dated as of June 1, 1992. (Exhibit 4.6.1, 1992 NU Form 10-K, File No. 1-5324) C.5.2 Term Credit Agreement dated as of November 9, 1995. (Exhibit 4.5.2, 1995 NU Form 10-K, File No. 1-5324) C.6 Northeast Nuclear Energy Company C.6.1 Millstone Technical Building Note Agreement dated as of December 21, 1993 by and between The Prudential Insurance Company of America and NNECO. (Exhibit 10.28, 1993 NU Form 10-K, File No. 1-5324) C.7 Holyoke Water Power Company C.7.1 Loan Agreement between City of Holyoke, Massachusetts, acting by and through its Industrial Development Financing Authority, and Holyoke Water Power Company, dated as of November 1, 1988 (Pollution Control Bonds). (Exhibit C.4.8, 1989 NU Form U5S, File No. 30-246) C.7.2 Loan and Trust Agreement between Massachusetts Industrial Finance Authority and Holyoke Water Power Company, dated as of December 1, 1992. (Exhibit C.7.2, 1992 NU Form U5S, File No. 30-246) C.7.3 Loan Agreement between Massachusetts Industrial Finance Authority and Holyoke Water Power Company, dated as of December 1, 1990 (Pollution Control Bonds). (Exhibit C.4.3, 1990 NU Form U5S, File No. 30-246) C.8 The Rocky River Realty Company C.8.1 Note Agreement dated as of June 1, 1973 by and between The Rocky River Realty Company (RRR) and the purchasers named therein (the 7-7/8% Note Agreement), including the Several Guarantee of CL&P, HELCO, and WMECO of RRR's 7-7/8% Note Agreement. (File No. 70-4637) C.8.2 Note Agreement dated April 14, 1992, by and between RRR and the purchasers named therein, relating to $15 million of guaranteed senior secured notes due 2007 and $28 million of guaranteed senior secured notes due 2017. (Exhibit No. 10.52, 1992 NU Form 10-K, File No. 1-5324) C.8.2.1 Note Guaranty dated April 14, 1992 by Northeast Utilities relating to Exhibit C.8.2. (Exhibit 10.52.1, 1992 NU Form 10-K, File No. 1-5324) C.8.2.2 Assignment of Leases, Rents and Profits, Security Agreement and Negative Pledge, dated as of April 14, 1992 among RRR, NUSCO and the Trustee, securing notes sold pursuant to Exhibit C.8.2. (Exhibit 10.52.2, 1992 NU Form 10-K, File No. 1-5324) * C.9 Southwest HEC Energy Services, L.L.C. C. 9. 1 Promissory Note of Southwest HEC Energy Services, L.L.C. to Arizona Public Service Company, dated December 7, 1995. D. Agreement Allocating Consolidated Income Tax Liability by Northeast Utilities and Subsidiaries. (Exhibit D, 1994 NU Form U5S, File No. 30-246) * G. Financial Data Schedules G.1 Financial Data Schedule of NU. G.2 Financial Data Schedule of CL&P. G.3 Financial Data Schedule of WMECO. G.4 Financial Data Schedule of PSNH. G.5 Financial Data Schedule of NAEC. G.6 Financial Data Schedule of HWP. G.7 Financial Data Schedule of HP&E. * H. Organizational chart showing the relationship of Encoe Partners, Central Termica San Miguel de Tucuman S. A., Ave Fenix Energia S. A., and Plantas Eolicas S.A., foreign utility companies, to other NU System companies. * I. Unaudited 1995 financial reports of Encoe Partners, a foreign utility company. (This information is not available at this filing date and will be subsequently provided under Form U5S/A.) EX-3.(II).1 2 BYLAWS OF PROPERTIES INC. Exhibit B.23.2 PROPERTIES, INC. (Formerly Southern New Hampshire Hydro-Electric Corporation) BY-LAWS Amended and Restated as of February 7, 1996 PROPERTIES, INC. (Formerly Southern New Hampshire Hydro-Electric Corporation) BY-LAWS With Amendments to and Including February 7, 1996 ARTICLE I Offices or Places of Business The principal place of business of the corporation within the State of New Hampshire shall be in the City of Manchester, County of Hillsborough. Other offices may be established by the Directors from time to time at such place or places either within or without the State of New Hampshire as the Directors may see fit. ARTICLE II Seal The seal of the Corporation shall be in circular form with the words "Properties, Inc." and "New Hampshire" around the periphery and the words and figures, "Incorporated" and "1924", within. ARTICLE III Meetings of Stockholders SECTION 1. All meetings of the stockholders shall be held at the principal office of the corporation or at such other place within or without the State of New Hampshire as shall be designated in the call therefor. An annual meeting shall be held each year on the first Wednesday of February, or on such other date as the Board shall determine, at the time designated in the call, for the election of directors and the transaction of such other business as may come before it. SECTION 2. Special meetings of the stockholders may be called by vote of the Board, or on written request of stockholders holding not less than one-tenth in number of the total outstanding shares of capital stock of the corporation entitled to vote at the meeting, or as provided in the Articles of Agreement, or in such other manner as may be provided by statute. In case an annual meeting shall be omitted through inadvertence or otherwise, the business of such meeting may be transacted at a special meeting duly called for the purpose and in such case all references to the annual meetings in these By-Laws shall be deemed to refer to such special meeting held in place of the annual meeting. SECTION 3. Notice of the time and place of each annual meeting shall be sent by mail to the recorded address of each stockholder entitled to vote thereat, or delivered in person to each such stockholder, not less than ten days nor more than sixty days (including the day of mailing or delivery) before the date of the meeting. Like notice shall be given of all special meetings, except in cases where other special method of notice may be required by statute, in all which cases the statutory method shall be followed. The notice of stockholders' meeting shall state the objects of the meeting. Less than ten days' notice of any stockholders' meeting shall be sufficient if all the stockholders entitled to vote at such meeting consent in writing to the notice actually given; and any meeting held without the notice herein provided for, and all action taken at such meeting, shall be legal and valid if all the stockholders entitled to notice thereof (a) are present in person or represented by proxy thereat and no objection is made by anyone so present, (b) waive notice thereof in writing, or (c) sign a written consent to the records thereof. SECTION 4. At any meeting of stockholders, except where a different quorum is required by law, by the Articles of Agreement or by these By-Laws, a representation in person or by proxy of a majority of the number of shares of stock outstanding and entitled to vote upon a question to be considered or at any election of officers or directors or a class of directors to be held at the meeting, shall be necessary to constitute a quorum for the consideration of such question or for such election, and in case a class of stock is entitled to vote upon a question or at an election as a separate class a representation of a majority of the number of outstanding shares of that class shall be necessary to constitute a quorum for action by that class, except that a majority vote of whatever stock shall be represented shall be sufficient for (a) adjourning from time to time until a quorum shall be obtained or (b) adjourning sine die. SECTION 5. When a quorum for the consideration of a question is present at any meeting, a majority in interest of the stock represented at the meeting and entitled to vote upon the question shall decide the question, or in case two or more classes of stock are entitled to vote as separate classes upon such question a majority interest of the stock represented at the meeting of each such class shall determine the action of that class except in either case where a larger vote is specifically required by law, by the Articles of Agreement or by these By-Laws. When a quorum for an election is present at any meeting a plurality of the votes cast for any office shall elect to such office except where a larger vote is specifically required by law, by the Articles of Agreement or by these By-Laws. SECTION 6. Except as specifically provided in the Articles of Agreement and these By-Laws, stockholders shall have one vote for each share of stock owned and entitled to vote. Stockholders may vote either in person or by proxy in writing dated not more than eleven months before the meeting named therein which shall be filed with the Secretary at the meeting or any adjournment thereof before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting. Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided therein and as permitted by law. SECTION 7. At all meetings of stockholders, either regular or special, a majority of the stock issued and outstanding and entitled to vote shall constitute a quorum but less than a majority may adjourn a meeting from time to time until a quorum be present. ARTICLE IV Directors SECTION 1. The affairs of the corporation shall be managed by a Board of not less than three nor more than twelve directors who shall be elected at the annual meeting of the stockholders in each year. The number of directors may be fixed by the stockholders or by the Board of Directors. SECTION 2. Regular meetings of the Board shall be held at such place and time as may be designated from time to time by the Board; and such meetings, and a regular meeting immediately following and at the same place as each annual meeting of the stockholders, may be held without notice. Special meetings of the Board may be called by the Chairman, if any, the Vice Chairman, if any, the President, or by any two directors. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or facsimile at his last-known post office address, at least twenty-four hours prior to the time of the meeting, provided that any director may waive such notice in writing or by facsimile or by attendance at such meeting. SECTION 3. One-third of the Board then in office shall constitute a quorum for the transaction of business at any meeting of the Board, but no quorum shall consist of fewer than two directors. A lesser number may adjourn any meeting from time to time, until a quorum is obtained, or may adjourn sine die. SECTION 4. In all meetings of the Board a majority vote of the members in attendance shall be decisive of all questions before the meeting, except as may be otherwise provided by law or by the Articles of Agreement. The Board shall keep minutes of the proceedings at its meetings. SECTION 5. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. SECTION 6. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. SECTION 7. Any Director may be removed for any reason inimical to the best interests of the corporation by a majority vote of the Board. Vacancies in the Board however occurring shall be filled by the remaining members of the Board subject to removal at any meeting of the stockholders called for that purpose. SECTION 8. The Board of Directors shall have the power to determine who shall be authorized on the corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and other papers and documents. ARTICLE V Officers SECTION 1. In each year there shall be elected by the Board (i) a President, (ii) one or more Vice Presidents, (iii) a Secretary, (iv) one or more Assistant Secretaries, (v) a Treasurer, (vi) one or more Assistant Treasurers, and (vii) a Controller; and the Board may provide for and elect a Chairman, a Vice Chairman and such other officers and assistants and prescribe such duties for them as in its judgment may, from time to time, be required to conduct the business of the corporation. The offices of President, Treasurer and/or Secretary may be held by the same person, and one person may be both an assistant Treasurer and assistant Secretary. All officers shall hold their respective offices for a term prescribed by the Board, and until their successors, willing to serve, shall have been elected unless sooner removed; but they, and any of them may be removed from their respective offices at the pleasure of the Board. Vacancies arising in any office from any cause shall be filled by the Board; and the persons chosen to fill vacancies shall serve for the balance of the unexpired term and until their successors shall have been elected. SECTION 2. The Board of Directors may provide for and elect a Chairman from its members and, if a Chairman is elected, the Board may designate whether the Chairman is to be an officer of the Company. The Chairman, if and when elected, may elect, when present, to preside at meetings of the Board of Directors. He may attend any meeting of any committee of the Board, whether or not he is a member of such committee. The Chairman, if an officer of the Company and when also elected or designated chief executive officer, shall have general supervision of the Company's affairs, and shall have such other powers and duties as may be prescribed by the Board of Directors. Until a Chairman be elected or in case of the absence, death, resignation or removal from office of the Chairman, the powers and duties as such Chairman shall, for the time being, be exercised by the President, unless otherwise ordered by the Board of Directors. SECTION 3. A Vice Chairman, if and when elected, shall have such powers and duties as may from time to time be prescribed by the Board of Directors. If the Chairman is unable at any time to attend to the duties of the office of Chairman, or in case of the Chairman's death, resignation or removal from office, the powers and duties of the Chairman shall, except as the Board of Directors may otherwise provide, devolve upon the Vice Chairman or, if more than one Vice Chairman is elected, the most senior Vice Chairman, and shall be exercised by such Vice Chairman during such inability of the Chairman or until the vacancy in the office of Chairman shall be filled. SECTION 4. Unless otherwise provided by the Board, the President shall have the general management and direction, subject to the control of the Board of Directors and of the Chief Executive Officer or Chief Operating Officer, if such officers shall have been elected, of the business of the Company, including the power to appoint and to remove and discharge any and all agents and employees of the Company not elected or appointed directly by the Board of Directors. He may, with the approval of the Board of Directors, appoint, to aid him in his duties, an assistant or assistants to be known by such title or titles as he may designate, and may assign to such assistant or assistants such duties as he shall think advisable, not inconsistent with the By-Laws of the Company. SECTION 5. The Vice President, or Vice Presidents, if there shall be more than one, shall have such powers and duties as may from time to time be prescribed by the Board. In case the President from absence or any other cause shall be unable at any time to attend to the duties of the office of President requiring attention, or in case of his death, resignation, or removal from office, the powers and duties of the President shall, except as the Board may otherwise provide, temporarily devolve upon the Vice President, if he shall be able to serve, if there shall be but one Vice President, or upon the highest ranking Vice President able to serve, if there shall be more than one, and shall be exercised by such Vice President as acting President during such inability of the President, or until the vacancy in the office of President shall be filled. In case of the absence, disability, death, resignation or removal from office of both the President and the Vice Presidents, the Board shall elect one of its members to exercise the powers and duties of the President during such absence or disability, or until the vacancy in one of said offices shall be filled. SECTION 6. The Secretary shall be sworn each year to the faithful discharge of his duties, shall attend the meetings of and record all votes and proceedings of the stockholders and of the Board, shall make a record of all instruments and papers required to be recorded in his office and shall have the custody and care of the corporate seal, records and minutes of the corporation. He shall keep or cause to be kept a suitable record of the addresses of stockholders and shall issue all notices for meetings of stockholders. Whenever requested by the Chairman, if any, the Board or stockholders to give notice for a meeting of stockholders, he shall give such notice, as requested. Whenever requested by the Chairman, if any, the Vice Chairman, if any, the President, or by any two directors to give notice for a meeting of the Board, he shall give such notice, as requested. He shall sign all mortgages, and all other documents and papers to which his signature may be necessary or appropriate, shall affix the seal of the corporation to all instruments requiring the seal, and shall have such other powers and duties as are commonly incidental to the office of the Secretary, or as may be prescribed for him. In the absence of the Secretary or an Assistant Secretary from any meeting of the stockholders or of the board, a Secretary pro tempore, who shall be similarly sworn, may be chosen to record the votes and proceedings thereat. SECTION 7. The Treasurer shall have charge of, and be responsible for, the collection, receipt, custody and disbursement of the funds of the corporation, and shall deposit its funds in the name of the corporation, in, and shall transfer such funds so deposited between, such banks, trust companies, or safe deposit vaults as the Board may direct. He shall have the custody of such books, receipted vouchers, and other books and papers as in the practical business operations of the corporation shall naturally belong in the office or custody of the Treasurer, or as shall be placed in his custody by the Board, by the President, or by a Vice President when acting as President. He shall also have charge of the safekeeping of all stock, bonds, mortgages, and other securities belonging to the corporation. He shall have such powers and duties as are commonly incidental to the office of Treasurer, or as may be prescribed for him. He may be required to give bond to the corporation for the faithful discharge of his duties in such form and to such amount and with such sureties as shall be determined by the Board. SECTION 8. The duties of the Controller shall be to maintain adequate records of all assets, liabilities, and transactions of the corporation; to see that adequate audits thereof are currently and regularly made; and, in conjunction with other officers and department heads, to initiate and enforce measures and procedures whereby the business of the corporation shall be conducted with the maximum safety, efficiency and economy. Upon request of any member of the Board, he shall attend any meeting of the Board. SECTION 9. Assistant Secretaries, Treasurers or Controllers, when elected, shall assist the Secretary, the Treasurer or the Controller, as the case may be, in the performance of the respective duties assigned to such principal officers; and the powers and duties of any such principal officer, shall, except as otherwise ordered by the Board, temporarily devolve upon his assistant in case of the absence, disability, death, resignation or removal from office of such principal officer. They shall perform such other duties as may be assigned to them from time to time. ARTICLE VI Certificate of Stock SECTION 1. Every stockholder shall be entitled to a certificate, specifying the number and kind of shares owned by him, and every such certificate shall be under the corporate seal of the corporation and signed by the President or any Vice President and by the Secretary or any Assistant Secretary. SECTION 2. All transfers of the stock of the company shall be made in such manner as the Board of Directors may from time to time designate, provided, however, no transfer shall be had until the surrender of the certificate properly endorsed, and provided further, any transfer shall be pursuant to and in accordance with the laws of the State of New Hampshire. SECTION 3. All certificates of stock shall contain an express reference to the Articles of Agreement, and shall on the face thereof set forth the specific condition and limitation, if any, attaching thereto. ARTICLE VII Reserve and Dividends SECTION 1. The Directors may from time to time set aside out of the earnings of the corporation before any dividends are paid on the capital stock, such sum as they deem advisable for working capital or for a reserve fund to meet liabilities or contingencies. SECTION 2. Dividends shall be declared and paid out of the net earnings of the corporation at such times as the Board of Directors may determine, provided, however, no dividends shall be declared or paid on the common stock until all and every one of the accumulated dividends on preferred stock have been duly paid. ARTICLE VIII Sundays and Holidays Should the day fixed herein or in any notice for any meeting fall on Sunday or legal holiday, the meeting shall be held on the next succeeding business day at the same hour and place. ARTICLE IX Compensation of Directors Any director who is not an officer shall be entitled to receive for attendance at any meeting of the Board, such compensation or allowance for travel as from time to time may be determined by the Board. ARTICLE X Fiscal Year The fiscal year of the corporation shall begin on the first of each and every January and shall end on the 31st day of each succeeding December. ARTICLE XI Amendments SECTION 1. These by-laws may be amended, altered or repealed and new by-laws adopted at any annual meeting of stockholders entitled to vote, or at any special meeting of stockholders entitled to vote, called for the purpose, provided, however, the notice of meeting shall contain a statement of the proposed amendment or action to be taken. SECTION 2. These by-laws or any new or amended by-laws may also be amended, altered or repealed at any meeting of the Board of Directors called for that purpose, provided the notice of meeting contain a statement of the proposed amendment or action, and such new or amended by-laws shall remain in full force until or unless such amendments or changes are rejected or disapproved by the stockholders entitled to vote at the next succeeding annual meeting, or at a special meeting of stockholders entitled to vote, called for the purpose of taking action in the premises, subject to the limitations of the laws of New Hampshire. EX-3.(I).1 3 CERTIFICATE OF INCORP. COE AVE FENIX Exhibit B.32.1 CERTIFICATE OF INCORPORATION STOCK CORPORATION STATE OF CONNECTICUT SECRETARY OF THE STATE The undersigned incorporator(s) hereby form(s) a corporation under the Stock Corporation Act of the State of Connecticut: 1. The name of the corporation is: COE Ave Fenix Corporation 2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, are as follows: To engage, on its own and in conjunction with nonaffiliated entities, directly or indirectly through one or more affiliates, and exclusively, in the business of owning or operating, or both owning and operating, all or part of one or more eligible facilities (i.e., a facility, wherever located, which is either used for the generation of electric energy exclusively for sale at wholesale, or used for the generation of electric energy and leased to one or more public utility companies) and selling electric energy at wholesale; provided that such business may also include any facility located in a foreign country that engages in the retail sale of electric energy produced by it to consumers not located in the United States. To engage, directly or indirectly, in the ownership of any interest in an entity owning, operating or otherwise possessing rights with respect to any of such facilities. To engage in any lawful act or activity for which corporations may be formed under the Stock Corporation Act of the State of Connecticut, including, without limitation, such other business as may be necessary, appropriate or incidental to the nature of the business and the purpose of the corporation, as described above. The enumeration of specific powers shall not be taken to limit or abridge the general powers of the corporation. 3. The designation of each class of shares, the authorized number of shares of each such class, and the par value (if any) of each share thereof, are as follows: There shall be one class of capital stock, designated "Common Stock" and having a par value of $1.00 per share, of which 20,000 shares shall be authorized. 4. The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are as follows: There is only one class of shares authorized, as described in item 3 above. 5. The minimum amount of stated capital with which the corporation shall commence business is: $10,000 dollars 6.(7)Other provisions Any action which under any provision of Ch. 599, Title 33 of the Connecticut General Statutes, Revision of 1958, as amended, may be taken at a meeting of shareholders may also be taken without a meeting, by consent, in writing, setting forth the action to be taken, signed by persons holding not less than a majority of the voting power of shares, or of the shares of any particular class entitled to vote thereon or to take such action, or their duly authorized attorneys, all in accordance with the terms and subject to the limitations imposed by Section 33-330 of the Connecticut General Statutes. Dated this 19th day of May, 1995 I hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. This certificate of incorporation must be signed by each incorporator. NAME OF INCORPORATOR (Print or Type) 1. Mark J. Malaspina SIGNED (Incorporator) 1. /s/Mark J. Malaspina EX-3.(II).2 4 BYLAWS OF COE AVE FENIX Exhibit B.32.2 COE AVE FENIX CORPORATION BY-LAWS Adopted May 19, 1995 COE AVE FENIX CORPORATION BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND INDEPENDENT CONTRACTORS Section 1. The Company shall, as and to the extent permitted by law, indemnify and reimburse any person made a party to any action, suit or proceeding by reason of the fact that he, or a person whose legal representative or successor he is, is or was a director, officer, employee or independent contractor of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another enterprise, for expenses, including attorney's fees, and such amount of any judgment, money decree, fine, penalty or settlement for which he may become liable as the Board of Directors deems reasonable, actually incurred by him in connection with the defense or reasonable settlement of any such action, suit or proceeding, or any appeal therein, except in relation to matters as to which he, or such person whose legal representative or successor he is, is finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties. ARTICLE XV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).2 5 CERTIFICATE OF INCORP. COE TEJONA Exhibit B.33.1 CERTIFICATE OF INCORPORATION STOCK CORPORATION STATE OF CONNECTICUT SECRETARY OF THE STATE The undersigned incorporator(s) hereby form(s) a corporation under the Stock Corporation Act of the State of Connecticut: 1. The name of the corporation is: COE Tejona 2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, are as follows: To engage, on its own and in conjunction with nonaffiliated entities, directly or indirectly through one or more affiliates, and exclusively, in the business of owning or operating, or both owning and operating, all or part of one or more eligible facilities (i.e., a facility, wherever located, which is either used for the generation of electric energy exclusively for sale at wholesale, or used for the generation of electric energy and leased to one or more public utility companies) and selling electric energy at wholesale; provided that such business may also include any facility located in a foreign country that engages in the retail sale of electric energy produced by it to consumers not located in the United States. To engage, directly or indirectly, in the ownership of any interest in an entity owning, operating or otherwise possessing rights with respect to any of such facilities. To engage in any lawful act or activity for which corporations may be formed under the Stock Corporation Act of the State of Connecticut, including, without limitation, such other business as may be necessary, appropriate or incidental to the nature of the business and the purpose of the corporation, as described above. The enumeration of specific powers shall not be taken to limit or abridge the general powers of the corporation. 3. The designation of each class of shares, the authorized number of shares of each such class, and the par value (if any) of each share thereof, are as follows: There shall be one class of capital stock, designated "Common Stock" and having a par value of $1.00 per share, of which 20,000 shares shall be authorized. 4. The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are as follows: There is only one class of shares authorized, as described in item 3 above. 5. The minimum amount of stated capital with which the corporation shall commence business is: $10,000 dollars 6.(7)Other provisions Any action which under any provision of Ch. 599, Title 33 of the Connecticut General Statutes, Revision of 1958, as amended, may be taken at a meeting of shareholders may also be taken without a meeting, by consent, in writing, setting forth the action to be taken, signed by persons holding not less than a majority of the voting power of shares, or of the shares of any particular class entitled to vote thereon or to take such action, or their duly authorized attorneys, all in accordance with the terms and subject to the limitations imposed by Section 33-330 of the Connecticut General Statutes. Dated this 10th day of April, 1995 I hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. This certificate of incorporation must be signed by each incorporator. NAME OF INCORPORATOR (Print or Type) 1. Joseph Dornfried SIGNED (Incorporator) 1. /s/Joseph dornfried EX-3.(II).3 6 BYLAWS OF COE TEJONA Exhibit B.33.2 COE TEJONA CORPORATION BY-LAWS Adopted April 10, 1995 COE TEJONA CORPORATION BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND INDEPENDENT CONTRACTORS Section 1. The Company shall, as and to the extent permitted by law, indemnify and reimburse any person made a party to any action, suit or proceeding by reason of the fact that he, or a person whose legal representative or successor he is, is or was a director, officer, employee or independent contractor of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another enterprise, for expenses, including attorney's fees, and such amount of any judgment, money decree, fine, penalty or settlement for which he may become liable as the Board of Directors deems reasonable, actually incurred by him in connection with the defense or reasonable settlement of any such action, suit or proceeding, or any appeal therein, except in relation to matters as to which he, or such person whose legal representative or successor he is, is finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties. ARTICLE XV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).3 7 CERTIFICATE OF FORMATION OF SOUTHWEST HEC Exhibit B.38 CERTIFICATE OF FORMATION OF SOUTHWEST HEC ENERGY SERVICES L.L.C. The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "Delaware Limited Liability Company Act"), hereby certifies that: FIRST: The name of the limited liability company (hereinafter called the "limited liability company") is Southwest HEC Energy Services L.L.C. SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Prentice-Hall Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware 19805. Executed on November 21, 1995. /s/Linda A. Jensen EX-4 8 PROMISSORY NOTE OF SOUTHWEST HEC Exhibit C.9.1 PROMISSORY NOTE OF SOUTHWEST HEC ENERGY SERVICES L.L.C. [8.04%] Secured Note due December 31, 2000 Date: December 7, 1995 [$100,000.00] SECTION 1 1.1 SOUTHWEST HEC ENERGY SERVICES L.L.C., a Delaware limited liability Company, ("Company"), for value received, hereby promises to pay to ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation, or its assignees (the "Holder"), the principal sum of One Hundred Thousand Dollars, plus all accrued interest, on December 31, 2000, or such other later date as may be stipulated to by the Holder (the "Maturity Date"), at the office of the Holder referred to below. Interest during the first year following the date of this Note shall be [8.04%] per annum and shall accrue on the unpaid principal balance from time to time outstanding hereunder at a rate equal to the Variable Rate. For purposes of this Note, the Variable Rate shall be adjusted annually, as described in Section 1.2 below. 1.2 Computation of Interest Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months. On the one year anniversary date of this Note, and annually thereafter ("Interest Adjustment Date"), the interest rate on the indebtedness evidenced by this Note shall be adjusted to equal the annual weighted average cost of long-term debt of Arizona Public Service Company, determined as of December 31 of each year and as reported in FERC Form 1. 1.3 Payment of Interest Beginning on December 31, 1996, and on the same date of each subsequent year of this Note ("Interest Payment Date"), the Company shall make an installment payment of all accrued but unpaid interest on this Note. Except as provided herein, the Company shall not be required to make any payments of principal under this Note until the Maturity Date. 1.4 Payment of Note All unpaid principal and accrued interest under this note shall become due and payable on the first of the following to occur: 1.4.1 Maturity Date 1.4.2 The occurrence of an Event of Default, as defined below, which default is not cured within the time specified below. 1.4.3 The admission of any new members to the Company. 1.4.4 The sale or transfer of assets or ownership interests, as described in Section 1.5 below. 1.4.5 Failure of the Arizona Corporation Commission to grant a waiver from the provisions of A.A.C. R14-2-801 et seq. or to approve the Company as an affiliate of the Holder under the Affiliated Interest Rules, ACCR R-14-4 802 et seq. Nothing herein shall be construed to limit any rights of the Holder to exercise any option to acquire equity interests in the Company. 1.5 Due on Sale. Pursuant to Section 1.4.4, this Note shall become due upon the occurrence of any of the following events: 1.5.1 The sale or transfer of all or substantially all of the assets or contract rights of the Company to any party other than the Holder. 1.5.2 The sale or transfer of any interest held by HEC Inc. in the Company as of the date of this Note to any party other than the Holder or any wholly owned subsidiary of HEC Inc. 1.5.3 The admission of any new member or equity holder in the Company. In addition to payment of all unpaid and accrued interest and principal, in the event that any such sale or transfer occurs prior to the Maturity Date of this Note and Holder does not elect to convert any portion of the unpaid balance of this Note to an equity interest in the Company, then the Company shall also pay Holder an amount equal to 20% of all unpaid principal and accrued interest upon such sale or transfer. 1.6 Payment of Principal Before Due Date So long as Company does not make any distribution to any Member which would reduce such Member's capital account below an amount equal to such Member's the total amount of such Member's cumulative capital contributions to the Company ("Capital Distribution"), the Company shall not be required to pay any portion of the outstanding principal amount of the Note prior to the due date. However, prior to making any Capital Distribution the Company shall make a payment to Holder in an amount equal to any accrued but unpaid interest plus a principal payment in the amount of such Capital Distribution. 1.7 Security Interest This Note shall be secured by a first, superior lien on the Company's receivables. Upon request from APS, the Company shall execute a security agreement and any other instruments necessary to perfect such security interest on the Company's receivables. SECTION 2 2.1 "Event of Default," The occurrence of any of the following, whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body shall be an Event of Default: (a) default in the payment of any principal or interest on this Note when it becomes due and payable; (b) default in the performance, or breach, of any other covenant or agreement of the Company herein or in the Joint Participation Agreement between the Company, the Holder and HEC Inc., dated November 15, 1995, as amended from time to time, and continuance of such default or breach for a period of 5 days after there has been given, by registered or certified mail, to the Company by the Holder, a written notice specifying such default or breach; (c) the entry by a court having jurisdiction in the premises of (i) a decree or order of relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequester, or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order of relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (d) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent or the consent by the Company to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law, or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by the Company of a relief under any applicable Federal or State law, or the consent by the Company to the filing of such petition, or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequester, or similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by the Company in writing of this inability to pay its debts generally as they become due. 2.2 Default Rate of Interest and Acceleration of Maturity If an Event of Default occurs, then and in every such case (i) the Company shall pay to the Holder a default rate of interest equal to the Interest Rate plus four percent (4%) (or the highest rate allowable by law if less than the Interest Rate plus four percent (4%)) on all amounts due and payable by the company and (ii) upon receipt by the Company of written notice from the Holder the total unpaid principal and interest shall become due and payable. However, if an Event of Default specified in Section 2.1(c) or (d) occurs, then this Note shall become and be immediately due and payable without any declaration or other act on the part of the Holder. 2.3 Rights and Remedies Cumulative No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extend permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right to remedy. 2.4 Delay or Omission Not Waiver No delay or omission of the Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Section or by law to the Holder may be exercised from time to time, and as often as may be deemed expedient by the Holder. 2.5 Waiver of Past Defaults The Holder may waive any past default hereunder and its consequences, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 3 3.1 Payment of Principal and Interest The Company covenants and agrees that it will duly and punctually pay the principal of and interest on this Note in accordance with the terms hereof. 3.2 Maintenance of Office or Agency The Company will maintain an office or agency where this Note may be presented or surrendered for payment and where notices and demands to or upon the Company in respect of this Note may be served. The Company will give prompt written notice to the Holder of any change in the location of any such office or agency. 3.3 Company Existence The Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory) of the Company. SECTION 4 4.1 Notices to the Company Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted by this Security to be made upon, given or furnished to, or filed with the Security to be made upon, given or furnished to, or filed with the Company by the Holder shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Company addressed to it at SOUTHWEST HEC ENERGY SERVICES LLC, 24 Prime Parkway, Natick, MA 01760, or at such other address as the Company may specify by written notice to Holder. 4.2 Successors and Assigns All covenants and agreements in this Note by the Company and the Holder shall bind their respective successors and assigns, whether so expressed or not. 4.3 Separability In case any provision of this Security shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 4.4 Governing Law This Security shall be governed by and construed in accordance with the laws of the State of Arizona. 4.5 Legal Holiday In any case where the Maturity Date or any Interest Payment Date falls on a Saturday or Sunday, or is a legal holiday, payment of interest or principal need not be made on such date, but may be made on the next succeeding business day with the same force and effect as if made on the Interest Payment Date or Maturity Date, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or Maturity Date, as the case may be, to such next succeeding business day. IN WITNESS WHEREOF, the Company has caused this Secured Note to be duly executed as of the day and year first above written. SOUTHWEST HEC ENERGY SERVICES L.L.C., a Delaware Limited Liability Company By:/s/James B. Redden EX-27.1 9
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES 1,000 YEAR DEC-31-1995 DEC-31-1995 PER-BOOK 7,000,837 505,897 917,409 2,120,823 0 10,544,966 678,056 936,308 1,007,340 2,423,552 302,500 169,700 3,705,215 99,000 0 0 218,157 1,500 147,372 83,110 3,394,860 10,544,966 3,748,991 261,970 2,895,783 3,157,011 591,980 29,793 621,031 299,218 321,813 39,379 282,434 221,701 315,862 883,334 2.24 0.00
EX-27.2 10
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES 1 1,000 YEAR DEC-31-1995 DEC-31-1995 PER-BOOK 3,970,633 307,468 517,041 1,235,593 0 6,030,735 122,229 637,981 785,476 1,545,686 155,000 116,200 1,812,646 51,750 0 0 9,372 0 108,408 63,856 2,167,817 6,030,735 2,386,107 181,324 1,883,735 2,062,081 324,026 12,398 333,446 128,230 205,216 21,185 184,031 164,154 124,350 528,923 0.00 0.00
EX-27.3 11
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 3 1,000 YEAR DEC-31-1995 DEC-31-1995 PER-BOOK 1,613,906 22,500 199,474 1,073,756 0 2,909,636 1 422,385 143,039 565,425 125,000 0 686,485 0 0 0 172,500 0 874,292 40,996 444,938 2,909,636 979,590 70,587 754,312 824,070 155,520 4,974 159,665 76,410 83,255 13,250 70,005 52,000 76,230 237,947 0.00 0.00
EX-27.4 12
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES WESTERN MASSACHUSETTS ELECTRIC COMPANY 2 1,000 YEAR DEC-31-1995 DEC-31-1995 PER-BOOK 822,397 88,702 68,765 162,482 0 1,142,346 26,812 150,182 115,296 292,290 22,500 53,500 347,470 24,050 0 0 0 1,500 20,855 15,156 365,025 1,142,346 420,208 13,798 343,084 357,144 63,064 3,003 66,329 27,196 39,133 4,944 34,189 30,223 26,840 88,171 0.00 0.00
EX-27.5 13
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES NORTH ATLANTIC ENERGY CORPORATION 6 1,000 YEAR DEC-31-1995 DEC-31-1995 PER-BOOK 707,120 15,534 46,002 245,993 0 1,014,649 1 160,999 59,677 220,677 0 0 540,000 8,000 0 0 20,000 0 0 0 225,972 1,014,649 157,183 7,411 95,602 105,789 51,394 10,961 65,131 40,690 24,441 0 24,441 24,000 62,751 17,307 0.00 0.00
EX-27.6 14
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES HOLYOKE WATER POWER COMPANY AND SUBSIDIARY 4 1,000 YEAR DEC-31-1995 DEC-31-1995 PER-BOOK 57,681 3,357 17,577 4,029 0 82,644 2,400 6,000 12,264 20,664 0 0 38,300 0 0 0 0 0 0 0 23,680 82,644 33,969 (1,786) 35,142 33,384 585 357 970 1,627 (657) 0 (657) 0 1,729 1,846 0.00 0.00
EX-27.7 15
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES HOLYOKE POWER AND ELECTRIC COMPANY 11 1,000 YEAR DEC-31-1995 DEC-31-1995 PER-BOOK 522 0 2,456 52 0 3,030 485 0 (687) (202) 0 0 424 0 0 0 0 0 0 0 2,808 3,030 27,483 14 27,515 27,509 (26) 0 (18) 21 (39) 0 (39) 0 0 (42) 0.00 0.00
EX-99 16 Exhibit H Information included in Item 1, "System Companies and Investments Therein" provides the relationship of all system companies. The following shows the relationship of the foreign utility companies: Northeast Utilities (Parent Company) - - Charter Oak Energy, Inc. (100% owned by Northeast Utilities) - COE (Gencoe) Corp. (49% owned by Charter Oak Energy, Inc.) - COE (UK) Corp. (79.9% owned by Charter Oak Energy, Inc. and 20.1% owned by COE (Gencoe) Corp.) - Encoe Partners (50% owned by COE (UK) Corp.) - COE Argentina II Corp. (100% owned by Charter Oak Energy, Inc.) - Central Termica San Miguel de Tucuman, S.A. (33.3% owned by COE Argentina II Corp.) - COE Ave Fenix Corporation (100% owned by Charter Oak Energy, Inc.) (1) - COE Tejona Corporation (100% owned by Charter Oak Energy, Inc.) (2) (1) On December 5, 1995, Charter Oak Energy, Inc. filed on behalf of Ave Fenix Energia S.A. (Ave Fenix) a Form U-57, Notification of Foreign Utility Company Status, with the SEC. As of 12/31/95, COE Ave Fenix Corporation advanced $16.8 million in capital contributions with the right to invest in Ave Fenix upon financial closing. (2) On January 26, 1996, Charter Oak Energy, Inc. filed on behalf of Plantas Eolicas S.A. (Plantas Eolicas) a Form U-57, Notification of Foreign Utility Company Status, with the SEC. As of 12/31/95, COE Development Corporation advanced $2.0 million in capital contributions with the right for COE Tejona Corporation to invest in Plantas Eolicas upon financial closing. -----END PRIVACY-ENHANCED MESSAGE-----