Exhibit 99(2) Securities and Exchange Commission Washington, D.C. 20549 ----------------------------------------------------------------- FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------------------------------------- (Mark one) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) FOR FISCAL YEAR ENDED: DECEMBER 31, 1993 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No fee required) For the transition period from __________ to ---------------------------------------------------------------- Commission file number 1-2987 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: NIAGARA MOHAWK POWER CORPORATION 300 ERIE BOULEVARD WEST SYRACUSE, NY 13202 EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Report of Independent Accountants 3 Index to Financial Statements: Statements of Net Assets at December 31, 1993 and 1992 4 Statements of Changes in Net Assets for the years ended December 31, 1993 and 1992 5 Notes to Financial Statements 6 Supplemental Schedules (Note A): I. Other Investments at December 31, 1993 13 II. Transactions or series of transactions in excess of 5% of the current value of plan assets for the year ended December 31, 1993 14 Note A - Schedules not included with this additional financial data have been omitted because they are not applicable. Financial Statement Schedules: Statements of Net Assets by Fund at December 31, 1993 and 1992 15 Statements of Changes in Net Assets by Fund for the years ended December 31, 1993 and 1992 17 Signature Page 19 Consent of Independent Accountants - Exhibit #23 20 PRICE WATERHOUSE REPORT OF INDEPENDENT ACCOUNTANTS March 25, 1994 To the Participants and the Administrative Committee of the Employee Savings Fund Plan for Non-Represented Employees of Niagara Mohawk Power Corporation In our opinion, the accompanying statements of net assets and the related statements of changes in net assets present fairly, in all material respects, the financial position of the Employee Savings Fund Plan for Non-Represented Employees of Niagara Mohawk Power Corporation at December 31, 1993 and 1992, and the changes in its financial position for the years then ended, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENTS OF NET ASSETS DECEMBER 31, DECEMBER 31, 1993 1992 ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation, at market value (cost $64,755,661 at December 31, 1993 and $79,914,387 at December 31, 1992) $ 83,988,110 $ 99,364,626 Other investments, at market value -- Schedule I 126,395,679 89,073,766 NET ASSETS $210,383,789 $188,438,392 The accompanying notes and schedules are an integral part of these financial statements. EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENTS OF CHANGES IN NET ASSETS FOR THE FOR THE YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 1993 1992 ADDITIONS Investment income: Net appreciation (depreciation) in fair value of net assets $ 4,372,235 $ (6,610,221) Dividends on Niagara Mohawk Power Corporation Common Stock 4,309,256 4,270,495 Realized gains on disposition of investments 6,072,700 15,474,655 Interest and dividend income 7,144,475 3,888,846 21,898,666 17,023,775 Contributions: Participants' contributions 14,225,090 12,613,257 Niagara Mohawk Power Corporation 4,362,940 4,288,646 18,588,030 16,901,903 Employee accounts transferred 267,259 2,081,883 TOTAL ADDITIONS 40,753,955 36,007,561 DEDUCTIONS Accounts withdrawn 18,705,161 10,743,298 Plan expenses 103,397 246,005 TOTAL DEDUCTIONS 18,808,558 10,989,303 INCREASE IN NET ASSETS 21,945,397 25,018,258 Net assets, beginning of year 188,438,392 163,420,134 Net assets, end of year $210,383,789 $188,438,392 The accompanying notes and schedules are an integral part of these financial statements. EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 and 1992 NOTE 1 - PLAN AMENDMENTS Effective July 1, 1992, the trust for the Employee Savings Fund Plan for Non-Represented Employees of Niagara Mohawk Power Corporation (Plan) was transferred to Fidelity Investments Institutional Services Company, Inc., 82 Devonshire Street, Boston, MA 02109-3614. The record keeping and investment management of the Plan also were transferred to Fidelity Institutional Retirement Services Company, a division of Fidelity Investments Institutional Services Company. The Fidelity Management and Research Company handles the investment management of Plan funds. The four investment elections previously offered under the Plan were replaced by similar mutual fund investment options at Fidelity and since July 1, 1992, are handled as follows: * monies that were invested in the Government Fund are now invested in the Fidelity Retirement Government Money Market Portfolio; * monies invested in the Commingled Equity Index Fund (a Standard & Poors (S&P) 500 Index Fund) are now invested in the Fidelity U.S. Equity Index Portfolio (also a S&P 500 Index Fund); * monies that were invested in the Fixed Income Fund are now invested in the Fixed Income Fund, but now this Fund is managed by Fidelity Management Trust Company; * monies invested in Niagara Mohawk Power Corporation (Company) Common Stock (including the Company match) will continue to be invested in Company Common Stock. In addition, three new mutual fund investment options were made available: * Fidelity Growth and Income Portfolio * Fidelity Growth Company Fund * Fidelity U.S. Bond Index Portfolio An additional mutual fund was made available February 1, 1994. * Fidelity Overseas Fund Further changes as a result of the transfer to Fidelity are discussed in more detail in the notes which follow. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Plan are maintained on the accrual basis. The accounting principles and practices which affect the more significant elements of the financial statements are: Valuation of Investments - Company Common Stock is valued at the closing market price on the last business day of the year. Investment units in the U.S. Equity Index Portfolio, the U.S. Bond Index Portfolio, the Growth and Income Portfolio, Growth Company Fund and Overseas Fund are valued at the year end market value of the underlying securities in the Fund. Investment units in the Fixed Income Fund and Government Money Market Portfolio are valued at a constant $1 per unit and are supported by insurance contracts and U.S. Government Obligations, respectively. Temporary investments in short-term cash funds are also valued at a constant $1 per unit. Net unrealized appreciation or depreciation for the year is reflected in the Statements of Changes in Net Assets for each of the funds. Investment income - Dividend income from the Stock Fund is recognized as of the ex-dividend date and income from government securities and temporary cash investments is recognized as earned. Dividend and interest income and realized gains and losses from the sale of underlying securities of the Equity Index Portfolio, the U.S. Bond Index Portfolio, the Growth and Income Portfolio, Growth Company Fund and Overseas Fund, increase or decrease the value of a unit. The cost of investments used in determining realized and unrealized gains and losses is based on the revalued cost method. Income from insurance contracts and U.S. Government Obligations in the Fixed Income Fund and Government Money Market Portfolio, respectively, is reinvested in additional units of the Fund. Contributions - Contributions from employees and the Company are based upon amounts authorized to be withheld from the base salary of employees and matched, to the extent applicable, by the Company. Transfers - Assets transferred to the Plan representing the accounts of participants whose job status changed from represented to non-represented, are valued at market. In addition, participants may transfer amounts representing basic and unmatched contributions and income thereon from one fund to another within the guidelines of the Plan. Withdrawals - Assets withdrawn from the Plan by participants during the year are valued using an average market price on the date such assets are accumulated to pay withdrawals. Loans - Loans to participants are valued at their outstanding principal amount. Administrative costs - All administrative costs, principally legal, audit and trustee fees, are paid directly by the Plan; investment management expenses of each fund are deducted from the assets of that fund. NOTE 3 - DESCRIPTION OF THE PLAN Eligibility - To be eligible, an employee must be 21 years of age. Administration - The Administrator of the Plan is the Company's Employee Savings Fund Plan Committee. The assets of the Plan are held and managed by the Trustee, Fidelity Investments Institutional Services Company, Incorporated. With the exception of the Stock Fund, the Trustee has the discretion to determine the composition of the investments in the Funds. The Company expects to continue the Plan indefinitely but has reserved the right to amend or terminate the Plan at any time. If terminated, all contributions of the Company cease and the trust continues until all assets held by the trust are distributed. The Plan is not subject to, nor insured by, the Pension Benefit Guaranty Corporation established by the Employee Retirement Income Security Act of 1974. Contributions - Participants may contribute from 2% to 15% of their base wage or salary on a before-tax basis, from 2% to 10% on an after-tax basis, or a combination thereof and elect to have their contributions invested in common stock of the Company (Stock Fund), U.S. Government securities (Government Money Market Portfolio), equity investments (U.S. Equity Index Portfolio), fixed income investments (Fixed Income Fund), treasury, agency, mortgage and corporate securities (the U.S. Bond Index Portfolio), common stock, bonds and convertibles (the Growth and Income Portfolio or Growth Company Fund) and beginning in 1994, foreign securities (the Overseas Fund). Subject to limitations based upon a participant's length of service and age, the Company contributes, out of current or accumulated profits, an amount equal to one-half of the participant's first 2%-6% of contributions. Company contributions are invested entirely in the Stock Fund and are fully and immediately vested upon being credited to the participant's account. The maximum amount a participant can contribute to the Plan on a before-tax basis is limited per year by the Internal Revenue Service. Such limitations were $8,994 for 1993 and $8,728 for 1992. Withdrawals - A participant may elect to withdraw all or part of the stock and cash attributable to his after-tax contributions, generally on the 1st or 15th of any month. Contributions made on a before-tax basis may not be withdrawn until a participant attains age 59 1/2, except for death, disability, retirement or under certain circumstances of hardship, in which case the participant may be subject to tax penalties. Participant Loan Provision - Participants in the Plan may obtain a loan in any amount between a minimum of $1,000 and a maximum of $50,000 but not more than 50% of the participant's before-tax contributions and earnings thereon. Loans may be obtained on a semi-monthly basis and the interest rate charged will be the prevailing prime commercial rate plus 1% at the time of the loan. Loans will be secured by a lien on the borrowing participant's plan account. Effective February 1, 1994, participants may obtain a second loan for any of the following reasons: 1) purchase of a principal residence; 2) post-secondary education for individual or dependents; 3) reimbursement for medical expenses; and, 4) avoidance of foreclosure or eviction from a principal residence. The Plan participant may elect a repayment period of from one to five years, over which the loan will be repaid by level payroll deductions. Loan repayments will be invested in the Plan's fund accounts according to the participant's current allocation of before-tax contributions. Participants - At December 31, 1993, there were 3,202 employees participating in the Plan with balances in one or more of the Funds as follows: Number of Participants Stock Fund 1,290 Government Money Market Portfolio 446 U.S. Equity Index Portfolio 1,837 Fixed Income Fund 1,821 U.S. Bond Index Portfolio 568 Growth and Income Portfolio 1,324 Growth Company Fund 1,100 Loan Fund 821 Common stock purchases - Purchases of common stock of the Company may be made by the Trustee directly from the Company at the mean of the quoted high and low selling price, as reported for the day on which the purchase is made, or the purchase may be made on any exchange, through any broker-dealer or from other stockholders. Cost of shares purchased on an exchange includes brokers fees. Investments in the Stock Fund are stated in units, not shares. The value of a unit reflects the combined market value of a share of common stock and the cash or liquid investments held by the Stock Fund. The Stock Fund keeps some of its assets in cash or liquid investments so that Plan participants may trade into and out of the Stock Fund on any business day. This requires it to be unitized. Unitization does not change the market value of a participant's investment, only the manner in which that value is expressed. The equivalent number of shares of common stock a participant owns on any given day can be determined by multiplying the total number of units owned by the unit value on that day and then dividing that amount by the common stock market price for that day. NOTE 4 - ACCOUNT VALUES Interests in the funds are represented by "units" of participation. The value of a unit is determined on a daily basis by dividing the current fair market value of the assets in each fund by the total number of units in each fund. Each participant's account in a particular fund is credited each day with the number of units determined by dividing the participants contribution to the fund by the unit value as determined at the end of that day. The values and units of participation in the funds consisted of: DECEMBER 31, DECEMBER 31, 1993 1992 Stock Fund: Number of units 7,491,208 9,770,193 Value of unit $11.34 $10.29 Number of shares 4,147,561 5,195,536 Market value at end of year $20.25 $19.125 Government Money Market Portfolio: Number of units 3,520,555 3,333,487 Value per unit $1.00 $1.00 U.S. Equity Index Portfolio: Number of units 1,731,048 1,778,194 Value per unit $17.27 $16.38 Fixed Income Fund: Number of units 47,268,355 39,577,692 Value per unit $1.00 $1.00 U.S. Bond Index Portfolio: Number of units 547,261 220,015 Value per unit $11.00 $10.76 Growth and Income Portfolio: Number of units 936,461 295,653 Value per unit $22.22 $19.71 Growth Company Fund: Number of units 459,133 138,365 Value per unit $29.06 $27.64 NOTE 5 - REALIZED GAIN/LOSS ON DISPOSITION OF INVESTMENTS The amounts of realized gains or losses arising from the transactions in investments during the periods are as follows: Revalued Year Units/Shares Cost Basis Net Proceeds Gains/Losses Stock Fund 1993 3,099,389 $31,892,711 $37,262,706 $ 5,369,995 1992 1,803,376 $15,974,853 $20,124,160 $ 4,149,307 U.S. Equity Index 1993 478,297 $ 7,834,492 $ 8,056,916 $ 222,424 Portfolio 1992 774,913 $21,859,790 $33,184,334 $11,324,544 U.S. Bond Index 1993 116,192 $ 1,250,223 $ 1,292,361 $ 42,138 Portfolio 1992 - - - - Growth and Income 1993 141,791 $ 2,794,710 $ 3,069,705 $ 274,995 Portfolio 1992 - - - - Growth Company Fund 1993 102,780 $ 2,840,839 $ 3,003,987 $ 163,148 1992 - - - - Share/units were sold to fund cash withdrawals and transfers. NOTE 6 - FEDERAL INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan, as amended January 1, 1987, qualifies under Internal Revenue Code Sections 401(a) and 401(k) and the Trust formed under the Plan is exempt from Federal income tax under Internal Revenue Code section 501(a) subject to Internal Revenue Service (IRS) determination that the Plan amendments comply with the Tax Reform Act of 1986, and thus continues to meet the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code, and that the Trust formed under the Plan remains exempt from income tax under Section 501(a) of the Internal Revenue Code. The ESFP Committee believes that Plan changes subsequent to January 1, 1987, including the 1992 changes, do not affect the tax-exempt status of the Plan or the Trust thereunder and will seek IRS re- determination. EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION Schedule I OTHER INVESTMENTS DECEMBER 31, 1993 Balance held at end of Market Value Name of issuer and title of issue year. Number of units Cost at end of year Stock Fund: Fidelity Short Term Investment 962,189 units $ 962,189 $ 962,189 Fund Government Money Market Portfolio 3,520,555 units $ 3,520,555 $ 3,520,555 U.S. Equity Index Portfolio 1,731,048 units $ 27,495,981 $ 29,895,195 Fixed Income Fund 47,268,355 units $ 47,268,355 $ 47,268,355 U.S. Bond Index Portfolio 547,261 units $ 5,990,755 $ 6,019,870 Growth and Income Portfolio 936,461 units $ 19,517,228 $ 20,808,168 Growth Company Fund 459,133 units $ 13,302,400 $ 13,342,402 Loan Fund $ 4,578,945 $ 4,578,945 Grand Total - All Funds $122,636,408 $126,395,679 EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION Schedule II TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS YEAR ENDED DECEMBER 31, 1993 Single Transactions in Excess of 5% of the Current Value of Plan Assets:* Identity of Value Cost of Party Involved Description of Assets of Purchases Value of Sales Asset Net Gain None Series of Transactions in Excess of 5% of the Current Value of Plan Assets:* Identity of Description Number of Number of Value of Value Cost of Party Involved of Assets Purchases Sales Purchases of Sales Asset Net Gain Niagara Mohawk Common Stock 248 240 $ 9,983,007 $37,262,706 $26,312,394 $10,950,312 Power Corporation Fidelity Fixed Income Fund 236 177 19,807,364 12,116,701 12,116,701 - Fidelity Growth Company 238 119 12,439,286 3,003,987 2,907,250 96,737 Fund Fidelity Growth and Income 242 113 16,679,859 3,069,706 2,873,229 196,477 Portfolio Fidelity U.S. Equity Index 223 190 7,288,493 8,056,917 7,518,477 538,440 Portfolio * Based upon the current value at the beginning of the plan year. EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF NET ASSETS BY FUND DECEMBER 31, 1993 GOVERNMENT U.S. GROWTH MONEY EQUITY FIXED US BOND AND MARKET INDEX INCOME INDEX INCOME STOCK FUND PORTFOLIO PORTFOLIO FUND PORTFOLIO PORTFOLIO ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation at market value (cost - $64,755,661; $83,988,110 $ - $ - $ - $ - $ - 4,147,561 shares) 962,189 3,520,555 29,895,195 47,268,355 6,019,870 20,808,168 Other Investments NET ASSETS $84,950,299 $3,520,555 $29,895,195 $47,268,355 $6,019,870 $20,808,168 GROWTH COMPANY FUND LOAN FUND TOTAL ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation at market value (cost - $64,755,661; 4,147,561 shares) $ - $ - $83,988,110 Other Investments 13,342,402 4,578,945 126,395,679 NET ASSETS $13,342,402 $4,578,945 $210,383,789 EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF CHANGES IN NET ASSETS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1992 GOVERNMENT U.S. MONEY EQUITY GROWTH MARKET INDEX FIXED US BOND AND PORTFOLIO PORTFOLIO INCOME INDEX INCOME STOCK FUND (A) (B) FUND PORTFOLIO PORTFOLIO ---------- --------- --------- ------ --------- --------- ADDITIONS Investment income: Net appreciation (depreciation) in fair value of net assets $ 3,157,482 $ 1,152 $(9,933,177) $ 9,390 $ (17,277) $ 117,879 Dividends on Niagara Mohawk Power Corporation Common Stock 4,270,495 - - - - - Realized gain (loss) 4,149,307 - 11,324,544 - (24) 739 Interest and dividend Income 68,075 104,731 414,870 2,805,518 45,592 73,183 11,645,359 105,883 1,806,237 2,814,908 28,291 191,801 Contributions Participant contributions 3,821,501 555,056 3,597,796 4,196,554 118,445 170,986 Niagara Mohawk Power Corporation 4,288,646 - - - - - 8,110,147 555,056 3,597,796 4,196,554 118,445 170,986 Employee accounts transferred (11,626,467) 500,280 (464,951) 3,928,276 2,223,150 5,508,863 TOTAL ADDITIONS 8,129,039 1,161,219 4,939,082 10,939,738 2,369,886 5,871,650 DEDUCTIONS Participant loan payments - - - - - - Accounts withdrawn 6,668,174 214,480 1,398,777 2,447,805 - 14,062 Participant loans 909,899 33,593 922,654 565,747 1,986 28,944 Plan expenses 94,228 13,035 49,069 86,937 539 1,328 TOTAL DEDUCTIONS 7,672,301 261,108 2,370,500 3,100,489 2,525 44,334 INCREASE IN NET ASSETS 456,738 900,111 2,568,582 7,839,249 2,367,361 5,827,316 Net assets, beginning of year 100,078,549 2,433,376 26,558,229 31,738,443 - - Net assets, end of year $100,535,287 $3,333,487 $29,126,811 $39,577,692 $2,367,361 $5,827,316 1--To eliminate inter fund transfers in consolidation. (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND (B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF CHANGES IN NET ASSETS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1992 GROWTH COMPANY FUND LOAN FUND ADJUSTMENTS (1) TOTAL ---------- --------- --------------- ------ ADDITIONS Investment income: Net appreciation (depreciation) $ 54,330 $ - $(6,610,221) in fair value of net assets Dividends on Niagara Mohawk Power Corporation Common Stock - - 4,270,495 Realized gain (loss) 89 - 15,474,655 Interest and dividend Income 143,750 233,127 3,888,846 198,169 233,127 17,023,775 Contributions Participant contributions 152,919 - 12,613,257 Niagara Mohawk Power Corporation - - 4,288,646 152,919 - 16,901,903 ($1,473,251) Employee accounts transferred 3,479,584 2,474,609 (2,468,210) 2,081,883 TOTAL ADDITIONS 3,830,672 2,707,736 (3,941,461) 36,007,561 DEDUCTIONS Participant loan payments - 1,473,251 (1,473,251) - Accounts withdrawn - - 10,743,298 Participant loans 5,387 - (2,468,210) - Plan expenses 869 - 246,005 TOTAL DEDUCTIONS 6,256 1,473,251 ($3,941,461) 10,989,303 INCREASE IN NET ASSETS 3,824,416 1,234,485 25,018,258 Net assets, beginning of year - 2,611,537 163,420,134 Net assets, end of year $3,824,416 $3,846,022 - $188,438,392 1--To eliminate inter fund transfers in consolidation. (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND (B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF NET ASSETS BY FUND DECEMBER 31, 1992 GOVERNMENT U.S. MONEY EQUITY GROWTH MARKET INDEX FIXED US BOND AND STOCK PORTFOLIO PORTFOLIO INCOME INDEX INCOME FUND (A) (B) FUND PORTFOLIO PORTFOLIO ----- --------- --------- ------ --------- --------- ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation at market value (cost - $79,914,387; 5,195,536 shares) $ 99,364,626 - - - - - Other Investments (See Schedule I) 1,170,661 $3,333,487 $29,126,811 $39,577,692 $2,367,361 $5,827,316 ------------ ---------- ----------- ----------- ---------- ---------- NET ASSETS $100,535,287 $3,333,487 $29,126,811 $39,577,692 $2,367,361 $5,827,316 ============ ========== =========== =========== ========== ========== (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND (B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF NET ASSETS BY FUND DECEMBER 31, 1992 GROWTH COMPANY LOAN FUND FUND TOTAL ----- --------- --------- ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation at market value (cost - $79,914,387; 5,195,536 shares) $ - - $99,364,626 Other Investments (See Schedule I) 3,824,416 $3,846,022 89,073,766 ------------ ---------- ----------- NET ASSETS $3,824,416 $3,846,022 $188,438,392 ============ ========== ============ (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND (B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF CHANGES IN NET ASSETS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1993 GOVERNMENT U.S. GROWTH MONEY EQUITY FIXED US BOND AND MARKET INDEX INCOME INDEX INCOME STOCK FUND PORTFOLIO PORTFOLIO FUND PORTFOLIO PORTFOLIO ---------- --------- --------- ------ --------- --------- ADDITIONS Investment income: Net appreciation (depreciation) $ 2,015,460 $ - $1,314,727 $ - $ 27,147 $1,095,363 in fair value of net assets Dividends on Niagara Mohawk Power Corporation Common Stock 4,309,256 Realized gains 5,369,995 222,424 42,138 274,995 Interest and dividend Income 0 93,513 1,195,667 2,970,168 399,951 996,571 11,694,711 93,513 2,732,818 2,970,168 469,236 2,366,929 Contributions Participant contributions 3,180,926 472,515 3,067,637 3,561,130 587,129 1,907,686 Niagara Mohawk Power Corporation 4,362,940 - - - - - 7,543,866 472,515 3,067,637 3,561,130 587,129 1,907,686 Employee accounts transferred (25,260,576) 783,960 (3,402,593) 5,932,838 3,062,488 11,784,705 TOTAL ADDITIONS (6,021,999) 1,349,988 2,397,862 12,464,136 4,118,853 16,059,320 DEDUCTIONS Participant loan payments (687,994) (63,093) (449,999) (459,066) (67,067) (218,498) Accounts withdrawn 9,078,595 1,179,479 1,647,650 4,885,988 524,497 983,221 Participant loans 1,114,439 45,212 420,217 330,170 6,856 306,411 Plan expenses 57,949 1,322 11,610 16,381 2,058 7,334 TOTAL DEDUCTIONS 9,562,989 1,162,920 1,629,478 4,773,473 466,344 1,078,468 INCREASE (DECREASE) IN NET ASSETS (15,584,988) 187,068 768,384 7,690,663 3,652,509 14,980,852 Net assets, beginning of year 100,535,287 3,333,487 29,126,811 39,577,692 2,367,361 5,827,316 Net assets, end of year $ 84,950,299 $3,520,555 $29,895,195 $47,268,355 $6,019,870 $20,808,168 1--To eliminate inter fund transfers in consolidation. EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF CHANGES IN NET ASSETS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1993 GROWTH COMPANY FUND LOAN FUND ADJUSTMENTS (1) TOTAL ---------- --------- --------------- ------ ADDITIONS Investment income/(loss): Net appreciation (depreciation) $ - $ 4,372,235 in fair value of net assets $(80,462) Dividends on Niagara Mohawk Power Corporation Common Stock - - 4,309,256 Realized gains 163,148 - 6,072,700 Interest and dividend Income 1,186,562 302,043 7,144,475 1,269,248 302,043 21,898,666 Contributions Participant contributions 1,448,067 - 14,225,090 Niagara Mohawk Power Corporation - - 4,362,940 1,448,067 - 18,588,030 Employee accounts transferred 7,366,437 2,546,716 (2,546,716) 267,259 TOTAL ADDITIONS 10,083,752 2,848,759 (2,546,716) 40,753,955 DEDUCTIONS Participant loan payments (170,119) 2,115,836 0 Accounts withdrawn 405,731 18,705,161 Participant loans 323,411 (2,546,716) 0 Plan expenses 6,743 103,397 TOTAL DEDUCTIONS 565,766 2,115,836 (2,546,716) 18,808,558 INCREASE (DECREASE) IN NET ASSETS 9,517,986 732,923 21,945,397 Net assets, beginning of year 3,824,416 3,846,022 188,438,392 Net assets, end of year $13,342,402 4,578,945 $210,383,789 1--To eliminate inter fund transfers in consolidation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee to administer the Employee Savings Fund Plan for Non-Represented Employees of Niagara Mohawk Power Corporation has duly caused this annual report to be signed by the undersigned thereunto duly authorized. Committee of the Employee Savings Fund Plan for Non-Represented Employees of Niagara Mohawk Power Corporation DATE: April 11, 1994 BY /s/David J. Arrington David J. Arrington, Chairman /s/ Darlene D. Kerr Darlene D. Kerr, Member /s/ Robert J. Patrylo Robert J. Patrylo, Member /s/ John W. Powers John W. Powers, Member /s/ Michael P. Ranalli Michael P. Ranalli, Member /s/ B. Ralph Sylvia B. Ralph Sylvia, Member EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-42721) of Niagara Mohawk Power Corporation of our report dated March 25, 1994, appearing on page 3 of this Form 11-K. /s/Price Waterhouse Syracuse, New York June 24, 1994 SIGNATURE Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NIAGARA MOHAWK POWER CORPORATION (Registrant) Date June 24, 1994 By/s/ Steven W. Tasker Steven W. Tasker Vice President-Controller and Principal Accounting Officer