SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-6564 (LOGO) NEW ENGLAND POWER COMPANY (Exact name of registrant as specified in charter) MASSACHUSETTS 04-1663070 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 25 Research Drive, Westborough, Massachusetts 01582 (Address of principal executive offices) Registrant's telephone number, including area code (508-389-2000) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Common stock, par value $20 per share, authorized and outstanding: 6,449,896 shares at March 31, 1998. PART I FINANCIAL INFORMATION Item 1. Financial Statements - ---------------------------- NEW ENGLAND POWER COMPANY Statements of Income Periods Ended March 31 (Unaudited) Three Months Twelve Months ------------ ----------- 1998 1997 1998 1997 ---- ---- ---- ---- (In Thousands) Operating revenue, principally from affiliates $401,147 $438,048$1,641,002 $1,637,897 -------- -------- -------------------- Operating expenses: Fuel for generation 83,551 103,015 353,270 365,334 Purchased electric energy 122,485 144,345 505,787 527,721 Other operation 50,202 55,849 235,859 209,281 Maintenance 25,556 19,770 95,606 79,281 Depreciation and amortization 29,884 22,018 105,889 99,707 Taxes, other than income taxes 18,383 18,205 67,489 66,900 Income taxes 22,346 24,194 88,161 90,537 -------- -------- -------------------- Total operating expenses 352,407 387,396 1,452,061 1,438,761 -------- -------- -------------------- Operating income 48,740 50,652 188,941 199,136 Other income: Allowance for equity funds used during construction - - - 5 Equity in income of nuclear power companies1,115 1,496 4,808 5,311 Other income (expense) - net (2,552) (2,090) (3,866) (1,950) -------- -------- -------------------- Operating and other income 47,303 50,058 189,883 202,502 -------- -------- -------------------- Interest: Interest on long-term debt 9,723 10,832 41,168 44,238 Other interest 1,914 1,651 7,319 9,549 Allowance for borrowed funds used during construction - credit (284) (370) (1,152) (740) -------- -------- -------------------- Total interest 11,353 12,113 47,335 53,047 -------- -------- -------------------- Net income $ 35,950 $ 37,945 $ 142,548$ 149,455 ======== ======== ==================== Statements of Retained Earnings Retained earnings at beginning of period $407,630 $400,610 $ 409,011$ 396,399 Net income 35,950 37,945 142,548 149,455 Dividends declared on cumulative preferred stock (519) (519) (2,075) (2,235) Dividends declared on common stock - (29,025) (106,423) (134,158) Premium on redemption of preferred stock - - - (450) -------- -------- -------------------- Retained earnings at end of period $443,061 $409,011 $ 443,061$ 409,011 ======== ======== ==================== The accompanying notes are an integral part of these financial statements. Per share data is not relevant because the Company's common stock is wholly- owned by New England Electric System. NEW ENGLAND POWER COMPANY Balance Sheets (Unaudited) March 31, December 31, ASSETS 1998 1997 ------ ---- ---- (In Thousands) Utility plant, at original cost $3,075,395 $3,057,749 Less accumulated provisions for depreciation and amortization 1,216,355 1,196,972 ---------- ---------- 1,859,040 1,860,777 Construction work in progress 26,127 29,015 ---------- ---------- Net utility plant 1,885,167 1,889,792 ---------- ---------- Investments: Nuclear power companies, at equity 50,638 49,825 Nonutility property and other investments 35,187 34,723 ---------- ---------- Total investments 85,825 84,548 ---------- ---------- Current assets: Cash 1,139 1,643 Accounts receivable, principally from sales of electric energy: Affiliated companies 235,198 233,308 Accrued NEEI revenues - 11,419 Others 24,068 26,638 Fuel, materials, and supplies, at average cost 59,129 47,492 Prepaid and other current assets 21,653 17,837 ---------- ---------- Total current assets 341,187 338,337 ---------- ---------- Accrued Yankee nuclear plant costs 285,273 299,564 Deferred charges and other assets 277,388 150,851 ---------- ---------- $2,874,840 $2,763,092 ========== ========== CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock, par value $20 per share, authorized and outstanding 6,449,896 shares $ 128,998 $ 128,998 Premiums on capital stocks 86,779 86,779 Other paid-in capital 289,818 289,818 Retained earnings 443,061 407,630 Unrealized gain on securities, net 50 34 ---------- ---------- Total common equity 948,706 913,259 Cumulative preferred stock, par value $100 per share 39,666 39,666 Long-term debt 647,774 647,720 ---------- ---------- Total capitalization 1,636,146 1,600,645 ---------- ---------- Current liabilities: Long-term debt due within one year - 50,000 Short-term debt (including $9,575,000 and $3,125,000 to affiliates) 182,275 111,250 Accounts payable (including $25,507,000 and $14,373,000 to affiliates) 133,130 109,121 Accrued liabilities: Taxes 18,507 39 Interest 8,265 8,905 Other accrued expenses 23,771 23,554 Dividends payable - 35,474 ---------- ---------- Total current liabilities 365,948 338,343 ---------- ---------- Deferred federal and state income taxes 412,396 369,757 Unamortized investment tax credits 52,958 53,463 Accrued Yankee nuclear plant costs 285,273 299,564 Other reserves and deferred credits 122,119 101,320 ---------- ---------- $2,874,840 $2,763,092 ========== ========== The accompanying notes are an integral part of these financial statements. NEW ENGLAND POWER COMPANY Statements of Cash Flows Quarters Ended March 31 (Unaudited) 1998 1997 ---- ---- (In Thousands) Operating activities: Net income $ 35,950 $ 37,945 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 30,629 22,908 Deferred income taxes and investment tax credits, net 42,358 (1,751) Allowance for funds used during construction (284) (370) Reimbursement to New England Energy Incorporated of loss on sale of oil and gas properties (120,900) - Decrease (increase) in accounts receivable, net 12,099 (21,826) Decrease (increase) in fuel, materials, and supplies (11,637) (3,408) Decrease (increase) in prepaid and other current assets (3,816) (150) Increase (decrease) in accounts payable 24,009 9,824 Increase (decrease) in other current liabilities 18,045 17,069 Other, net 4,873 15,129 -------- -------- Net cash provided by operating activities $ 31,326 $ 75,370 -------- -------- Investing activities: Plant expenditures, excluding allowance for funds used during construction $(16,451) $(15,947) Other investing activities (411) (126) -------- -------- Net cash used in investing activities $(16,862) $(16,073) -------- -------- Financing activities: Dividends paid on common stock $(35,474) $(27,412) Dividends paid on preferred stock (519) (519) Changes in short-term debt 71,025 4,625 Long-term debt - retirements (50,000) (35,500) -------- -------- Net cash used in financing activities $(14,968) $(58,806) -------- -------- Net increase (decrease) in cash and cash equivalents $ (504) $ 491 Cash and cash equivalents at beginning of period 1,643 3,046 -------- -------- Cash and cash equivalents at end of period $ 1,139 $ 3,537 ======== ======== The accompanying notes are an integral part of these financial statements. Note A - Hazardous Waste - ------------------------ The Federal Comprehensive Environmental Response, Compensation and Liability Act, more commonly known as the "Superfund" law, imposes strict, joint and several liability, regardless of fault, for remediation of property contaminated with hazardous substances. A number of states, including Massachusetts, have enacted similar laws. The electric utility industry typically utilizes and/or generates in its operations a range of potentially hazardous products and by-products. New England Power Company (the Company) currently has in place an internal environmental audit program and an external waste disposal vendor audit and qualification program intended to enhance compliance with existing federal, state, and local requirements regarding the handling of potentially hazardous products and by-products. The Company has been named as potentially responsible party (PRP) by either the United States Environmental Protection Agency or the Massachusetts Department of Environmental Protection for six sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against the Company regarding hazardous waste cleanup. The Company is currently aware of other possible hazardous waste sites, and may in the future become aware of additional sites, that it may be held responsible for remediating. Predicting the potential costs to investigate and remediate hazardous waste sites continues to be difficult. There are also significant uncertainties as to the portion, if any, of the investigation and remediation costs of any particular hazardous waste site that may ultimately be borne by the Company. The New England Electric System (NEES) companies have recovered amounts from certain insurers, and, where appropriate, the Company intends to seek recovery from other insurers and from other PRPs, but it is uncertain whether, and to what extent, such efforts will be successful. The Company believes that hazardous waste liabilities for all sites of which it is aware are not material to its financial position. Note B - Nuclear Units - ---------------------- Yankee Nuclear Power Companies (Yankees) A summary of combined results of operations, assets and liabilities of the four Yankee Nuclear Power Companies in which the Company has investments is as follows: Quarter ended March 31, -------------- 1998 1997 ---- ---- (In thousands) Operating revenue $122,615 $176,027 ======== ======== Net income $ 7,351 $ 8,379 ======== ======== Company's equity in net income $ 1,115 $ 1,496 ======== ======== March 31, December 31, 1998 1997 ---- ---- (In thousands) Net plant $ 197,826 $ 204,689 Other assets 3,081,065 3,100,589 Liabilities and debt (3,004,773) (3,036,845) ----------- ----------- Net assets $ 274,118 $ 268,433 =========== =========== Company's equity in net assets $ 50,638 $ 49,825 =========== =========== At March 31, 1998, $16,695,000 of undistributed earnings of the nuclear power companies were included in the Company's retained earnings. Nuclear Units Permanently Shut Down Three regional nuclear generating companies in which the Company has a minority interest own nuclear generating units which have been permanently shut down. These three units are as follows: NEP's Investment Future Estimated Unit Percent Amount($) Date Retired Billings to NEP($) - ----------------------------------------------------------------------------- Yankee Atomic 30 7 million Feb 1992 40 million Connecticut Yankee 15 17 million Dec 1996 89 million Maine Yankee 20 16 million Aug 1997 156 million - ----------------------------------------------------------------------------- In the case of each of these units, the Company has recorded an estimate of the total future payment obligation as a liability and an offsetting regulatory asset, reflecting estimated future billings from the companies. In a 1993 decision, the Federal Energy Regulatory Commission (FERC) allowed Yankee Atomic to recover its undepreciated investment in the plant as well as unfunded nuclear decommissioning costs and other costs. Connecticut Yankee and Maine Yankee have both filed similar requests with the FERC. Several parties have intervened in opposition to both filings. The Company's stranded cost settlements allow it to recover all costs that the FERC allows the Yankee companies to bill to the Company. The Citizen's Awareness Network and Nuclear Information and Resource Service have indicated their intention to file a request with the Nuclear Regulatory Commission (NRC) designed to overturn a current NRC rule on decommissioning. The Company cannot predict what impact, if any, these activities, if successful, would have on the cost of decommissioning the plants. At Maine Yankee, the NRC has identified numerous apparent violations of its regulations, which may result in the assessment of significant civil penalties. In the 1970s, the Company and several other shareholders (Sponsors) of Maine Yankee entered into 27 contracts (Secondary Purchase Agreements) under which they sold portions of their entitlement to Maine Yankee power output through 2002 to various entities, primarily municipal and cooperative systems in New England (Secondary Purchasers). Virtually all of the Secondary Purchasers have ceased making payments under the Secondary Purchase Agreements and have demanded arbitration, claiming that such agreements excuse further payments upon plant shutdown. The Company has notified the Secondary Purchasers that the shutdown does not relieve them of their obligation to make payments under the Secondary Purchase Agreements and that they are in default of such agreements. The Company has asked the FERC to enforce the Company's rights under the agreements. In the event that no further payments are forthcoming from Secondary Purchasers, the Company, as a primary obligor to Maine Yankee, would be required to pay an additional $9 million of future shutdown costs. These costs are not included in the $156 million estimate disclosed in the table above. Shutdown costs are recoverable from customers under the stranded cost settlements. A Maine statute provides that if both Maine Yankee and its decommissioning trust fund have insufficient assets to pay for the plant decommissioning, the owners of Maine Yankee are jointly and severally liable for the shortfall. Operating Nuclear Units The Company has minority interests in three other nuclear generating units, Vermont Yankee, Millstone 3, and Seabrook 1. Millstone 3 is currently shut down and has been placed on the NRC "Watch List," signifying that its safety performance exhibits sufficient weakness to warrant increased NRC attention. Millstone 3 may not restart without NRC approval. Uncertainties regarding the future of nuclear generating stations, particularly older units, such as Vermont Yankee, are increasing rapidly and could adversely affect their service lives, availability, and costs. These uncertainties stem from a combination of factors, including the acceleration of competitive pressures in the power generation industry and increased NRC scrutiny. The Company performs periodic economic viability reviews of operating nuclear units in which it holds ownership interests. Millstone 3 In April 1996, the NRC ordered Millstone 3, which has experienced numerous technical and nontechnical problems, to remain shut down pending verification that the unit's operations are in accordance with NRC regulations and the unit's operating license. Millstone 3 is operated by a subsidiary of Northeast Utilities (NU). The Company is not an owner of the Millstone 1 and 2 nuclear generating units, which are also shut down under NRC orders. A number of significant prerequisites must be fulfilled prior to restart of Millstone 3, including an independent verification of corrective actions taken at the unit, an NRC assessment concluding a safety conscious work environment exists, one or more public meetings, and a vote of the NRC Commissioners. Based on information currently available, the Company believes that, barring unforseen further difficulties, restart of the unit is likely during the summer of 1998. Since April 1996, the Company has incurred an estimated $40 million in incremental replacement power costs. During the outage, the Company is incurring incremental replacement power costs of approximately $2 million per month. Through February 1998, when most of the Company's power sales were subject to a fuel clause, the Company recovered its incremental power costs from customers through its fuel clause. Starting in March 1998, most of the Company's power sales are at a stated rate which is not subject to a fuel clause. Certain true-up mechanisms exist in lieu of the fuel clause which cover most of these costs. Several criminal investigations related to Millstone 3 are ongoing. In December 1997, the NRC assessed civil penalties totaling $2.1 million for numerous violations at the three Millstone units. The Company's share of this fine was less than $100,000. The Connecticut Department of Environmental Protection and Connecticut Attorney General have filed suit against NU for alleged wastewater discharge violations at the Millstone units, which may result in the assessment of substantial civil penalties. In August 1997, the Company filed suit against NU in Massachusetts Superior Court for damages resulting from the tortious conduct of NU relating to Millstone 3. The Company is seeking compensation for the losses it has suffered, including the costs of lost power and costs necessary to assure that Millstone 3 can safely return to operation. The Company also seeks punitive damages. NU has filed for dismissal of the suit and sought to consolidate it with suits filed by other joint owners in Massachusetts Superior Court. The Company also sent a demand for arbitration to Connecticut Light & Power Company and Western Massachusetts Electric Company, both subsidiaries of NU, seeking damages resulting from their breach of obligations under an agreement with the Company and others regarding the operation and ownership of Millstone 3. Note C - Town of Norwood - ------------------------ In April 1997, the Town of Norwood, Massachusetts filed a lawsuit against the Company in the United States District Court for the District of Massachusetts. The Company has been a wholesale power supplier for Norwood pursuant to rates approved by the FERC. Norwood alleges that the Company's proposed divestiture of its power generation assets would violate the terms of a 1983 power contract which settled an antitrust lawsuit brought by Norwood against the Company. Norwood also alleges that the Company's proposed divestiture plan and recovery of stranded investment costs contravene federal antitrust laws. Norwood seeks an injunction enjoining the divestiture and an unspecified amount of treble damages (a specific claim for $450 million was withdrawn). In September 1997, Norwood's motion for a preliminary injunction of the divestiture was denied. In November 1997, Norwood filed an amended complaint making new allegations relating to the sale of the Company's generating assets and naming as additional defendants, NEES, USGen New England, Inc. (USGen) and USGen's affiliate, PG&E Corporation. The Company continues to believe that its divestiture plan will promote competition in the wholesale power generation market and that it has met and will continue to meet its contractual commitments to Norwood. On January 9, 1998, the defendants, including NEES and the Company, filed a motion to dismiss the lawsuit. On April 29, 1998, Norwood filed a second amended complaint. This complaint essentially makes the same allegations, but drops USGen as a party. In March 1998, Norwood gave notice of its intent to terminate its contract with the Company, without accepting responsibility for its share of the Company's stranded costs, and to begin taking power from another supplier. The Company has filed with the FERC for permission to charge Norwood a contract termination charge for its share of the Company's stranded costs. In April 1998, Norwood moved to dismiss the Company's filing with the FERC. In the event that a determination is made which denies the Company the ability to charge Norwood a contract termination charge, the Company may be required to take noncash write-offs for certain portions of the Company's stranded costs that would otherwise have been charged to Norwood. Note D - Hydro-Quebec arbitration - --------------------------------- In 1996, various New England utilities which are members of the New England Power Pool, including the Company, submitted a dispute to arbitration regarding their Firm Energy Purchased Power Contract with Hydro-Quebec. In June 1997, Hydro-Quebec presented a damage claim of approximately $37 million for past damages, of which the Company's share would have been approximately $6 million to $9 million. The claims involved a dispute over the components of a pricing formula and additional costs under the contract. With respect to ongoing claims, the Company has been paying Hydro-Quebec the higher amount (additional costs of approximately $3 million per year) since July 1996 under protest and subject to refund. In October 1997, an arbitrator ruled in favor of the New England utilities in all respects. The Company has made a demand for refund. Hydro-Quebec has not yet refunded any monies and has appealed the decision. In November 1997, the Company and the other utilities began a second arbitration to enforce the first decision. Refunds received from Hydro-Quebec will be passed on to customers. Note E - Comprehensive Income - ----------------------------- In the first quarter of 1998, the Company adopted Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (FAS 130). The statement establishes standards for reporting comprehensive income and its components. Comprehensive income for the period is equal to net income plus "other comprehensive income," which, for the Company, consists of the change in unrealized holding gains on available-for-sale securities during the period. Other comprehensive income was immaterial for the Company for the quarters ended March 31, 1998 and 1997, respectively. Note F - New Accounting Standards - --------------------------------- In 1997, the Financial Accounting Standards Board (FASB) released Statement of Financial Accounting Standards No. 131 (FAS 131), "Disclosure about Segments of an Enterprise and Related Information", which goes into effect in 1998. FAS 131 requires the reporting in financial statements of certain new additional information about operating segments of a business. Application of FAS 131 is not required for interim reporting in the initial year of application. The Company is currently evaluating the impact that FAS 131 will have on its future reporting requirements. In February 1998, the FASB issued Statement of Financial Accounting Standards No. 132 (FAS 132), Employers' Disclosures about Pensions and Other Postretirement Benefits, which revises disclosure requirements for pension and other postretirement benefits. The Company is currently evaluating the effects of FAS 132 on its reporting requirements and will adopt FAS 132 in its financial statements for the year ending December 31, 1998. The adoption of FAS 132 will have no impact on the Company's operating results, financial position, or cash flows. Note G - ------ In the opinion of the Company, these statements reflect all adjustments (which include normal recurring adjustments) necessary for a fair statement of the results of its operations for the periods presented and should be considered in conjunction with the notes to the consolidated financial statements in the Company's 1997 Annual Report. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - ----------------------------------------------------------------- This section contains management's assessment of New England Power Company's (the Company) financial condition and the principal factors having an impact on the results of operations. This discussion should be read in conjunction with the Company's financial statements and footnotes and the 1997 Annual Report on Form 10-K. Earnings - -------- Net income decreased for the first quarter of 1998 by approximately $2 million from the corresponding period in 1997. This decrease is primarily due to the impact of industry restructuring in Rhode Island and Massachusetts, which caused rates to be reduced in connection with customers gaining the right to choose their power supplier, effective January 1, 1998 and March 1, 1998, respectively. In addition, the Company experienced an increase in operation and maintenance expense in the first quarter of 1998. Partially offsetting this reduction in earnings was a decrease in the non-fuel portion of purchased power expense. Industry Restructuring - ---------------------- For a full discussion of industry restructuring activities in Massachusetts, Rhode Island, and New Hampshire, stranded cost recovery, the Company's proposed divestiture of its nonnuclear generating business, accounting implications of industry restructuring and divestiture, workforce reductions, and impact of industry restructuring on the distribution business, see the "Industry Restructuring" section in the Company's Form 10-K for 1997 and the Company's 1997 Annual Report. Industry Restructuring Update New Hampshire On April 15, 1998, the Federal Energy Regulatory Commission (FERC) approved the comprehensive settlement agreement reached between Granite State Electric Company (Granite State Electric), the Company, the Governor's office of the State of New Hampshire, and a number of other parties. The settlement provides for choice of power supplier to Granite State Electric's customers by no later than July 1, 1998. The principle terms of the settlement are substantially similar to the settlements reached in Massachusetts and Rhode Island. The settlement agreement still requires New Hampshire Public Utility Commission (NHPUC) approval. On May 1, 1998, Granite State Electric submitted a filing to the NHPUC in compliance with the March 20, 1998 Order of Rehearing which would provide for retail access to begin July 1, 1998 even if Granite State Electric's previously filed settlement were not accepted. Risk Factors While the Company believes that the previously described settlements and legislation and the sale agreement with USGen New England, Inc. (USGen) and other developments constitute substantial progress in reducing the impacts associated with industry restructuring, significant risks remain. These include, but are not limited to: (i) the potential that ultimately the settlements will not be implemented in the manner anticipated by the Company, (ii) the possibility that a voter referendum in November 1998 could overturn the Massachusetts legislation, followed by materially adverse legislative or regulatory actions, (iii) the possibility of federal legislation that would increase the risk to shareholders above those contained in the settlements and the Massachusetts and Rhode Island statutes, (iv) the potential for adverse stranded cost recovery decisions involving wholesale customers with whom settlements have not yet been reached, and (v) the failure to complete the sale of the nonnuclear generating business to USGen. This report contains statements that may be considered forward looking under the securities laws. Actual results may differ materially for the reasons discussed in the "Industry Restructuring" section of the Company's Form 10-K for 1997. Upon the introduction of industry restructuring and consumer choice, settlement agreements related to the recovery of stranded costs will limit the Company's return on equity to approximately 9.4 percent, before mitigation incentives, which is significantly lower than that earned by the Company in recent years. Following completion of the sale of the nonnuclear generating business, the Company's earnings will also be affected by the return on the reinvestment of sale proceeds, which is expected, at least in the near term, to be considerably less than the return historically earned by the generating business. Year 2000 Computer Issues - ------------------------- For a full discussion of the Company's Year 2000 computer issues, including a description of the modification process, timeline, and estimated total costs, refer to the "Financial Review" section of the Company's 1997 Annual Report, filed in conjunction with the Company's Form 10-K for 1997. Operating Revenue - ----------------- The following table summarizes the changes in operating revenue: Increase (Decrease) in Operating Revenue First Quarter ------------- 1998 vs 1997 ------------- (In millions) Industry-restructuring related rate changes $(11) Fuel cost-related (32) Other, including transmission revenues 6 ---- $(37) ==== Generation-related rate reductions reflect rate reductions to customers as part of industry restructuring and the implementation of customer choice of power supplier in Rhode Island on January 1, 1998 and in Massachusetts on March 1, 1998. These rate reductions include the effect of various true-up mechanisms. These true-up mechanisms cover a number of items including, but not limited to, fuel expense, nuclear operating and decommissioning costs and the non-fuel component of purchased power expense. For a discussion of fuel costs, see the "Operating Expenses" section. The increase in other operating revenue includes approximately $3 million representing increased transmission billings to New England Power Pool (NEPOOL). A similar increase in NEPOOL transmission billing to the Company is included in operation and maintenance expense. Operating Expenses - ------------------ The following table summarizes the changes in operating expenses: Increase (Decrease) in Operating Expenses First Quarter ------------- 1998 vs 1997 ------------ (In millions) Fuel costs $(31) Purchased energy, excluding fuel (10) Depreciation and amortization 8 Operation and maintenance: PBOP amortization (6) Other 6 Taxes (2) ---- $(35) ==== Fuel costs represent fuel for generation and the portion of purchased electric energy permitted in the past to be recovered through the Company's fuel adjustment clause. After the divestiture of the nonnuclear generating business, the Company will not require such a mechanism. The decrease in fuel costs in the first quarter of 1998 primarily represents reduced wholesale sales to other utilities, a decrease in the cost of short-term power purchases and lower coal and oil prices. The decrease in purchased power costs, excluding fuel, during the first quarter primarily reflects reduced charges from the Connecticut Yankee and Maine Yankee nuclear power plants, which were closed in December 1996 and mid-1997, respectively, as well as reduced charges from the Ocean State Power II plant, which underwent a major overhaul during the first quarter of 1997. The decrease in operation and maintenance associated with the Company's post retirement benefits other than pensions (PBOP) amortization reflects the completion of the accelerated PBOP amortization in 1997 under the terms of a 1995 rate agreement. This decrease in expense is offset by a corresponding increase in the accelerated amortization of the Company's investment in the Millstone 3 nuclear unit, which is described in depreciation and amortization expense below. The increase in other operation and maintenance expense reflects the costs of a major scheduled overhaul at the Manchester Street generating plant and the increased NEPOOL transmission billings to the Company, as discussed above. The overall increase in depreciation and amortization expense during the first quarter primarily represents the accelerated amortization of Millstone 3, a portion of which was attributable to the completion of the PBOP amortization discussed above. This accelerated amortization is recorded as a regulatory liability. Also contributing to the increase is depreciation expense on new utility plant expenditures. Utility Plant Expenditures and Financing - ---------------------------------------- Cash expenditures for utility plant totaled $16 million for the first three months of 1998. These expenditures were primarily transmission-related. The funds necessary for utility plant expenditures during the period were primarily provided by increased short-term debt. In the first three months of 1998, the Company retired $50 million of mortgage bonds and increased its short-term debt outstanding by $71 million. In order to meet the terms of the Company's mortgage indenture, the Company will be required, prior to the consummation of the sale of its nonnuclear generating facilities, to either defease or call approximately $278 million of its mortgage bonds. Any defeasance of bonds would be by deposit of cash representing principal and interest to the maturity date, or interest, principal, and general redemption premium to an earlier redemption date. In addition, the Company will retire approximately $372 million of mortgage bonds securing the issuance of a like amount of pollution control revenue bonds (PCRBs) by various public agencies. However, the Company expects that substantially all of the underlying PCRBs will remain outstanding as unsecured obligations of the Company. At March 31, 1998, the Company had $182 million of short-term debt outstanding, including $173 million of commercial paper borrowings. At March 31, 1998, the Company had lines of credit and standby bond purchase facilities with banks totaling $580 million which are available to provide liquidity support for commercial paper borrowings and for $372 million of the Company's outstanding variable rate mortgage bonds in tax-exempt commercial paper mode and for other corporate purposes. There were no borrowings under these lines of credit at March 31, 1998. As part of New England Electric System's plan to divest its generating business, New England Energy Incorporated (NEEI) sold its oil and gas properties in February 1998 for approximately $50 million. NEEI's loss on the sale of approximately $120 million, before tax, has been reimbursed by the Company. This loss has been recorded as a regulatory asset, which is recoverable under the terms of restructuring settlements reached in Massachusetts and Rhode Island. PART II. OTHER INFORMATION Item 1. Legal Proceedings - -------------------------- Information concerning a lawsuit brought by the Company against Northeast Utilities on August 7, 1997 in Massachusetts Superior Court, Worcester County concerning the Millstone 3 nuclear unit, discussed in this report in Note B of Notes to Unaudited Financial Statements, is incorporated herein and made a part hereof. Information concerning a demand for arbitration sent by the Company to Connecticut Light & Power Company and Western Massachusetts Electric Company concerning the Millstone 3 nuclear unit, discussed in this report in Note B of Notes to Unaudited Financial Statements, is incorporated herein and made a part hereof. Information concerning a lawsuit brought against the Company by the Town of Norwood, Massachusetts and a related Federal Energy Regulatory Commission proceeding, discussed in this report in Note C of Notes to Unaudited Financial Statements, is incorporated herein and made a part hereof. Information concerning an appeal of a favorable arbitration decision for the Company by Hydro-Quebec regarding its purchased power contract with Hydro-Quebec, discussed in this report in Note D of Notes to Unaudited Financial Statements, is incorporated herein and made a part hereof. Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- The Company is filing Financial Data Schedules. The Company filed a report on Form 8-K dated February 25, 1998, containing Item 5, Other Events. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q for the quarter ended March 31, 1998 to be signed on its behalf by the undersigned thereunto duly authorized. NEW ENGLAND POWER COMPANY s/John G. Cochrane John G. Cochrane, Treasurer, Authorized Officer, and Principal Financial Officer Date: May 13, 1998