UNITED STATES 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, 2003
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
- ----------- ----------------------------------- ------------------
1-5324 NORTHEAST UTILITIES 04-2147929
-------------------
(a Massachusetts voluntary association)
174 Brush Hill Avenue
West Springfield, Massachusetts 01090-2010
Telephone: (413) 785-5871
0-11419 THE CONNECTICUT LIGHT AND POWER COMPANY 06-0303850
---------------------------------------
(a Connecticut corporation)
107 Selden Street
Berlin, Connecticut 06037-1616
Telephone: (860) 665-5000
1-6392 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 02-0181050
---------------------------------------
(a New Hampshire corporation)
Energy Park
780 North Commercial Street
Manchester, New Hampshire 03101-1134
Telephone: (603) 669-4000
0-7624 WESTERN MASSACHUSETTS ELECTRIC COMPANY 04-1961130
--------------------------------------
(a Massachusetts corporation)
174 Brush Hill Avenue
West Springfield, Massachusetts 01090-2010
Telephone: (413) 785-5871
Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrants are accelerated filers (as
defined in Rule 12b-2 of the Exchange Act):
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuers' classes of
common stock, as of the latest practicable date:
Company - Class of Stock Outstanding at April 30, 2003
- ------------------------ -----------------------------
Northeast Utilities
Common shares, $5.00 par value 126,638,593 shares
The Connecticut Light and Power Company
Common stock, $10.00 par value 6,035,205 shares
Public Service Company of New Hampshire
Common stock, $1.00 par value 301 shares
Western Massachusetts Electric Company
Common stock, $25.00 par value 434,653 shares
GLOSSARY OF TERMS
The following is a glossary of frequently used abbreviations or acronyms that
are found throughout this report:
COMPANIES
Citigroup.................. Citigroup, Inc.
CL&P....................... The Connecticut Light and Power Company
CRC........................ CL&P Receivables Corporation
CVEC....................... Connecticut Valley Electric Company
HWP........................ Holyoke Water Power Company
NAEC....................... North Atlantic Energy Corporation
NEON....................... NEON Communications, Inc.
NGC........................ Northeast Generation Company
NGS........................ Northeast Generation Services Company
NRG........................ NRG Energy, Inc.
NRG-PM..................... NRG Power Marketing, Inc.
NU or the company.......... Northeast Utilities
NU Enterprises............. NU's competitive subsidiaries comprised of
Select Energy, NGC, SESI, NGS, HWP, and Woods
Network. For further information, see Note 7,
"Segment Information," to the consolidated
financial statements.
PSNH....................... Public Service Company of New Hampshire
Select Energy.............. Select Energy, Inc. (including its wholly owned
subsidiary SENY)
SENY....................... Select Energy New York, Inc.
SESI....................... Select Energy Services, Inc.
Utility Group.............. NU's regulated utilities comprised of CL&P, PSNH,
WMECO, NAEC and Yankee Gas. For further
information, see Note 7, "Segment Information," to
the consolidated financial statements.
WMECO...................... Western Massachusetts Electric Company
Woods Network.............. Woods Network Services, Inc.
Yankee..................... Yankee Energy System, Inc.
Yankee Gas................. Yankee Gas Services Company
REGULATORS
DPUC....................... Connecticut Department of Public Utility Control
DTE........................ Massachusetts Department of Telecommunications
and Energy
FERC....................... Federal Energy Regulatory Commission
NHPUC...................... New Hampshire Public Utilities Commission
SEC........................ Securities and Exchange Commission
OTHER
ABO........................ Accumulated Benefit Obligation
ARO........................ Asset Retirement Obligation
CSC........................ Connecticut Siting Council
CTA........................ Competitive Transition Assessment
EAC........................ Energy Adjustment Clause
EITF....................... Emerging Issues Task Force
EPS........................ Earnings per Share
FASB....................... Financial Accounting Standards Board
FIN........................ FASB Interpretation
GSC........................ Generation Services Charge
IPPs....................... Independent Power Producers
ISO-NE..................... New England Independent System Operator
kWh........................ Kilowatt-hour
LMP........................ Locational Marginal Pricing
MW......................... Megawatts
NU 2002 Form 10-K.......... The Northeast Utilities and Subsidiaries combined
2002 Form 10-K as filed with the SEC
NYMEX...................... New York Mercantile Exchange
O&M........................ Operation and Maintenance
Restructuring
Settlement............... Agreement to Settle PSNH Restructuring
RMR........................ Reliability Must Run
SMD........................ Standard Market Design
TS......................... Transition Service
Northeast Utilities and Subsidiaries
The Connecticut Light and Power Company and Subsidiaries
Public Service Company of New Hampshire and Subsidiaries
Western Massachusetts Electric Company and Subsidiary
TABLE OF CONTENTS
-----------------
Page
----
Part I. Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
and
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations
For the following companies:
Northeast Utilities and Subsidiaries
Consolidated Balance Sheets -
March 31, 2003 and December 31, 2002................... 2
Consolidated Statements of Income -
Three Months Ended March 31, 2003 and 2002............. 4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2003 and 2002............. 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 6
Independent Accountants' Report............................. 25
Notes to Consolidated Financial Statements
(unaudited - all companies).................................. 26
The Connecticut Light and Power Company
and Subsidiaries
Consolidated Balance Sheets -
March 31, 2003 and December 31, 2002................... 46
Consolidated Statements of Income -
Three Months Ended March 31, 2003 and 2002............. 48
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2003 and 2002............. 49
Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 50
Public Service Company of New Hampshire
and Subsidiaries
Consolidated Balance Sheets -
March 31, 2003 and December 31, 2002................... 54
Consolidated Statements of Income -
Three Months Ended March 31, 2003 and 2002............. 56
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2003 and 2002............. 57
Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 58
Western Massachusetts Electric Company
and Subsidiary
Consolidated Balance Sheets -
March 31, 2003 and December 31, 2002................... 62
Consolidated Statements of Income -
Three Months Ended March 31, 2003 and 2002............. 64
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2003 and 2002............. 65
Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 66
Item 3. Quantitative and Qualitative
Disclosures About Market Risk.......................... 68
Item 4. Controls and Procedures................................ 68
Part II. Other Information
Item 1. Legal Proceedings...................................... 69
Item 6. Exhibits and Reports on Form 8-K....................... 69
Signatures and Certifications Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002..................................... 71
NORTHEAST UTILITIES AND SUBSIDIARIES
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
March 31, December 31,
2003 2002
--------------- ------------
(Thousands of Dollars)
ASSETS
- ------
Current Assets:
Cash and cash equivalents................................... $ 98,959 $ 54,678
Investments in securitizable assets......................... 155,759 178,908
Receivables, net............................................ 702,669 767,089
Unbilled revenues........................................... 116,092 126,236
Fuel, materials and supplies, at average cost............... 111,230 119,853
Special deposits............................................ 84,038 43,261
Derivative assets........................................... 198,448 130,929
Prepayments and other....................................... 95,077 110,261
----------- -----------
1,562,272 1,531,215
----------- -----------
Property, Plant and Equipment:
Electric utility............................................ 5,211,492 5,141,951
Gas utility................................................. 690,988 679,055
Competitive energy.......................................... 864,661 866,294
Other....................................................... 205,878 205,115
----------- -----------
6,973,019 6,892,415
Less: Accumulated depreciation............................ 2,516,514 2,484,613
----------- -----------
4,456,505 4,407,802
Construction work in progress............................... 322,429 320,567
----------- -----------
4,778,934 4,728,369
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets .......................................... 2,833,150 2,909,923
Goodwill and other purchased intangible assets, net......... 344,965 345,867
Prepaid pension............................................. 336,540 328,890
Other ...................................................... 417,342 433,444
----------- -----------
3,931,997 4,018,124
----------- -----------
Total Assets................................................. $10,273,203 $10,277,708
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
March 31, December 31,
2003 2002
--------------- ---------------
(Thousands of Dollars)
LIABILITIES AND CAPITALIZATION
- ------------------------------
Current Liabilities:
Notes payable to banks...................................... $ 95,000 $ 56,000
Long-term debt - current portion............................ 55,749 56,906
Accounts payable............................................ 687,735 776,219
Accrued taxes............................................... 84,759 141,667
Accrued interest............................................ 56,889 40,597
Derivative liabilities...................................... 125,620 63,900
Other....................................................... 203,909 208,680
----------- -----------
1,309,661 1,343,969
----------- -----------
Rate Reduction Bonds.......................................... 1,856,411 1,899,312
----------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes........................... 1,414,993 1,436,507
Accumulated deferred investment tax credits................. 105,517 106,471
Deferred contractual obligations............................ 346,830 354,469
Other....................................................... 569,595 523,115
----------- -----------
2,436,935 2,420,562
----------- -----------
Capitalization:
Long-Term Debt.............................................. 2,324,432 2,287,144
----------- -----------
Preferred Stock - Nonredeemable............................. 116,200 116,200
----------- -----------
Common Shareholders' Equity:
Common shares, $5 par value - authorized
225,000,000 shares; 149,884,644 shares issued and
126,591,916 shares outstanding in 2003 and
149,375,847 shares issued and 127,562,031 shares
outstanding in 2002...................................... 749,423 746,879
Capital surplus, paid in.................................. 1,105,386 1,108,338
Deferred contribution plan - employee stock
ownership plan.......................................... (83,976) (87,746)
Retained earnings......................................... 808,352 765,611
Accumulated other comprehensive income.................... 11,077 14,927
Treasury stock, 19,664,209 shares in 2003
and 18,022,415 shares in 2002........................... (360,698) (337,488)
----------- -----------
Common Shareholders' Equity................................. 2,229,564 2,210,521
----------- -----------
Total Capitalization.......................................... 4,670,196 4,613,865
----------- -----------
Commitments and Contingencies (Note 4)
Total Liabilities and Capitalization......................... $10,273,203 $10,277,708
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
----------------------------------
2003 2002
--------------- ---------------
(Thousands of Dollars,
except share information)
Operating Revenues........................................ $ 1,688,437 $ 1,284,461
------------ ------------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power............ 1,069,295 726,615
Other................................................ 189,272 198,031
Maintenance............................................. 45,892 52,312
Depreciation............................................ 49,473 52,215
Amortization............................................ 57,299 20,244
Amortization of rate reduction bonds.................... 39,200 46,160
Taxes other than income taxes........................... 73,974 74,598
------------ ------------
Total operating expenses............................ 1,524,405 1,170,175
------------ ------------
Operating Income.......................................... 164,032 114,286
Interest Expense:
Interest on long-term debt.............................. 32,940 32,972
Interest on rate reduction bonds........................ 27,861 29,562
Other interest.......................................... 2,744 4,353
------------ ------------
Interest expense, net.............................. 63,545 66,887
------------ ------------
Other Income/(Loss), Net.................................. 576 (13,997)
------------ ------------
Income Before Income Tax Expense.......................... 101,063 33,402
Income Tax Expense........................................ 39,469 13,370
------------ ------------
Income Before Preferred Dividends of Subsidiaries......... 61,594 20,032
Preferred Dividends of Subsidiaries....................... 1,390 1,390
------------ ------------
Net Income................................................ $ 60,204 $ 18,642
============ ============
Basic and Fully Diluted Earnings Per Common Share......... $ 0.47 $ 0.14
============ ============
Basic Common Shares Outstanding (average)................. 127,013,678 129,504,005
============ ============
Fully Diluted Common Shares Outstanding (average)......... 127,111,272 129,754,946
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
------------------------------
2003 2002
------------- -------------
(Thousands of Dollars)
Operating Activities:
Income before preferred dividends of subsidiaries........... $ 61,594 $ 20,032
Adjustments to reconcile to net cash flows
provided by operating activities:
Depreciation.............................................. 49,473 52,215
Deferred income taxes and investment tax credits, net..... (22,468) (22,803)
Amortization.............................................. 96,499 66,404
Net amortization of recoverable energy costs.............. 6,269 22,053
Prepaid pension........................................... (7,650) (17,525)
Net other sources of cash................................. 18,926 66,309
Changes in working capital:
Receivables and unbilled revenues, net.................... 74,564 102,235
Fuel, materials and supplies.............................. 8,622 (368)
Accounts payable.......................................... (88,484) (120,122)
Accrued taxes............................................. (56,908) 32,232
Investments in securitizable assets....................... 23,149 (3,967)
Other working capital (excludes cash)..................... (18,651) 24,288
---------- ----------
Net cash flows provided by operating activities............... 144,935 220,983
---------- ----------
Investing Activities:
Investments in plant:
Electric, gas and other utility plant..................... (92,705) (90,630)
Competitive energy assets................................. (5,340) (6,571)
Nuclear fuel.............................................. - (164)
---------- ----------
Cash flows used for investments in plant.................... (98,045) (97,365)
Other investment activities, net............................ 6,571 (44,154)
---------- ----------
Net cash flows used in investing activities................... (91,474) (141,519)
---------- ----------
Financing Activities:
Issuance of common shares................................... 6,979 1,130
Repurchase of common shares................................. (23,209) (18,250)
Issuance of long-term debt.................................. 44,338 -
Issuance of rate reduction bonds............................ - 50,000
Retirement of rate reduction bonds.......................... (42,901) (16,544)
Net increase/(decrease) in short-term debt.................. 39,000 (60,500)
Reacquisitions and retirements of long-term debt............ (14,324) (7,410)
Cash dividends on preferred stock........................... (1,390) (1,390)
Cash dividends on common shares............................. (17,469) (16,171)
Other financing activities, net............................. (204) (177)
---------- ----------
Net cash flows used in financing activities................... (9,180) (69,312)
---------- ----------
Net increase in cash and cash equivalents..................... 44,281 10,152
Cash and cash equivalents - beginning of period............... 54,678 96,658
---------- ----------
Cash and cash equivalents - end of period..................... $ 98,959 $ 106,810
========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
NORTHEAST UTILITIES AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
This discussion should be read in conjunction with the consolidated financial
statements and footnotes in this Form 10-Q, the NU 2002 Form 10-K, and the
current report on Form 8-K dated January 28, 2003.
FINANCIAL CONDITION
Overview
- --------
Consolidated: Northeast Utilities (NU or the company) earned $60.2 million,
or $0.47 per share, in the first quarter of 2003, compared with earnings of
$18.6 million, or $0.14 per share, in the first quarter of 2002. Results for
the first quarter of 2002 included after-tax write-downs totaling $10
million, or $0.08 per share, related primarily to NU's investments in NEON
Communications, Inc. (NEON) and Acumentrics Corporation (Acumentrics). First
quarter 2003 results did not include any similar write-downs. Excluding
those write-downs, NU earned $28.6 million in the first quarter of 2002. All
per share amounts are reported on a fully diluted basis.
Higher 2003 first quarter earnings for NU were a result of improved results
at NU Enterprises. NU's earnings per share also benefited from its ongoing
share repurchase program. NU repurchased approximately 1.6 million shares at
an average price of $14.14 in the first quarter of 2003 and had approximately
126.6 million shares outstanding at March 31, 2003. NU can repurchase an
additional 5.5 million shares through June 30, 2003, under a resolution
adopted by the NU Board of Trustees.
NU's revenues in the first quarter of 2003 increased to $1.7 billion from
revenues of $1.3 billion in the same period of 2002 also contributing to the
improvement in earnings. The increase in revenues is due to increases in
electric and firm natural gas sales in 2003 as compared to 2002 as well as
higher NU Enterprises' revenues.
Utility Group: Overall, NU's Utility Group's performance in the first quarter
of 2003 was comparable to the same period of 2002. The Connecticut Light and
Power Company (CL&P) and Yankee Energy System, Inc. (Yankee) improved results
from 2002 while Public Service Company of New Hampshire (PSNH) and Western
Massachusetts Electric Company (WMECO) earned less in the first quarter of
2003. Much colder weather in 2003 benefited the Utility Group and resulted
in an 8.9 percent increase in regulated retail electric sales and an 18.3
percent increase in total regulated firm natural gas sales in the first three
months of 2003, compared with the same period of 2002. The pre-tax earnings
benefit related to these higher sales of approximately $21.5 million was
offset by a reduction in pre-tax pension income and the absence of earnings
related to the company's investment in the Seabrook nuclear power plant in
the first quarter of 2003 compared with the same period of 2002.
CL&P benefited from the colder weather resulting in a 9.1 percent increase in
retail sales in the first quarter of 2003, compared with the same period of
2002. Also during the first quarter of 2003, CL&P recorded the final impacts
of the Connecticut Department of Public Utility Control's (DPUC) final
decision on the use of the proceeds from the Millstone sale which was issued
on February 27, 2003. This decision resulted in an increase in CL&P's first
quarter 2003 net income of $2.6 million. CL&P's earnings before the payment
of preferred dividends totaled $26.7 million in the first quarter of 2003,
compared with $21.7 million in the same period of 2002.
Due to the colder weather which resulted in an 18.3 percent increase in firm
natural gas sales in the first quarter of 2003 from the same period of 2002,
Yankee earned $15.1 million in the first quarter of 2003, compared with $12.6
million in the same period of 2002.
Other portions of the Utility Group recorded somewhat lower earnings, despite
significant sales increases. PSNH earned $10.8 million in the first quarter
of 2003, compared with $11.7 million in the same period of 2002, despite an
8.1 percent increase in retail sales. PSNH's 2003 earnings were negatively
affected by a lower level of regulatory assets on which it earned a return,
primarily due to the sale of the Seabrook nuclear units which was consummated
on November 1, 2002. Net regulatory assets were reduced in November 2002 as a
result of the sale of North Atlantic Energy Corporation's (NAEC) 35.98
percent ownership interest in Seabrook. The reduction in net regulatory
assets will continue to negatively affect PSNH's 2003 to 2002 earnings
comparisons.
WMECO earned $6.1 million in the first quarter of 2003, compared with $6.9
million in the same period of 2002, despite a 9.2 percent increase in retail
sales. The lower earnings in 2003 were due to lower pension income, which
more than offset the impact of increased sales.
NU Enterprises: NU Enterprises, which includes Select Energy, Inc. (Select
Energy), NU's competitive wholesale and retail energy marketing subsidiary,
earned $5.2 million in the first quarter of 2003, compared with a loss of
$20.1 million in the first quarter of 2002. Select Energy's wholesale
business includes 1,438 megawatts (MW) of generation and an energy trading
function. The trading function has been significantly reduced in size over
the past year. The wholesale business earned $6.8 million in the first
quarter of 2003, compared with a loss of approximately $5.9 million in the
same period of 2002. The first quarter 2002 results included approximately
$10 million of after-tax energy trading losses. The 2003 results improved
due to better management of the wholesale marketing portfolio, including
better and more complete sourcing and the absence of net trading losses in
the first quarter of 2003.
Other areas of NU Enterprises, which include selling of electricity and
natural gas to retail end-users and energy services businesses, lost
approximately $1.6 million in the first quarter of 2003, compared with losses
of $14.2 million in the first quarter of 2002. The 2003 improved retail
results are primarily due to improved management of gas retail contracts
along with improved margins on retail electric sales.
Future Outlook
- --------------
Consolidated: NU continues to project earnings of between $1.10 per share
and $1.30 per share in 2003. Despite a strong first quarter of 2003,
management believes that a combination of more seasonable weather, lower
pension income, and the absence of Seabrook-related earnings will result in
lower quarterly results in the second, third and fourth quarters of 2003 than
those reported by NU in the first quarter of 2003.
Utility Group: The earnings range of between $1.10 per share and $1.30 per
share includes earnings of between $1.05 per share and $1.15 per share at the
Utility Group.
NU Enterprises: NU continues to project earnings of between $0.15 per share
and $0.25 per share at NU Enterprises.
NU also continues to project parent company debt and other expenses of
approximately $0.10 per share.
Liquidity
- ---------
Consolidated: NU's liquidity continues to be strong. At March 31, 2003, NU
had $99 million of cash and cash equivalents on hand, a $44.3 million
increase over March 31, 2002. At March 31, 2003, NU parent had $209.9
million invested in the NU system Money Pool, all of which was loaned to both
the Utility Group and NU Enterprises.
NU's net cash flows from operating activities decreased to $144.9 million in
the first quarter of 2003 from $221 million in the first quarter of 2002.
The primary reason for the decrease is the payment of $125.2 million of taxes
primarily on the gain on the sale of Seabrook, offset by a $41.6 million
increase in income before preferred dividends of subsidiaries.
NU's capital expenditures totaled $98 million in the first quarter of 2003
compared to $97.4 million in the first quarter of 2002. NU also paid $14.3
million of debt maturities and $42.9 million of rate reduction bond
maturities.
In the first quarter of 2003, NU's long-term debt was impacted by two events.
Select Energy Services, Inc. (SESI) issued $44.3 million of long-term debt
that was used to refinance $6.5 million of short-term debt, with the
remainder being used to finance ongoing projects. Also, NU executed an
interest rate swap related to its $263 million fixed-rate senior notes, which
resulted in a fair value adjustment to long-term debt of $5.1 million.
The level of common dividends totaled $17.5 million in the first quarter of
2003, compared with $16.2 million in the first quarter of 2002. The increase
resulted from NU paying a $0.1375 per share quarterly common dividend in the
first quarter of 2003 and a $0.125 per share quarterly dividend in the first
quarter of 2002.
Management expects to continue to increase the dividend level periodically,
subject to NU's ability to meet earnings targets and the judgment of its
Board of Trustees at the time the dividends are declared. In 2001 and 2002,
NU's Board of Trustees approved dividend increases at the time of the
company's annual meeting, effective in the third quarter of those years.
NU's next annual meeting will be held May 13, 2003, and management expects
the Board of Trustees to consider a quarterly dividend increase at that time,
effective in the third quarter of 2003. On April 8, 2003, the NU Board of
Trustees approved a dividend of $0.1375 per share, payable June 30, 2003, to
shareholders of record at June 1, 2003.
Utility Group: At March 31, 2003, NU's Utility Group had $35 million borrowed
on their $300 million revolving credit agreement. This credit line matures
in November 2003.
In addition to its revolving credit arrangement, CL&P can access up to $100
million by selling certain of its accounts receivable. At March 31, 2003,
CL&P had $60 million of accounts receivable sold under this arrangement. At
December 31, 2002, $40 million of accounts receivable were sold. These
amounts are not reflected as obligations on the accompanying consolidated
balance sheets.
CL&P has withdrawn its application before the DPUC to fund approximately $200
million of spent nuclear fuel obligations. WMECO has an application pending
with the Massachusetts Department of Telecommunications and Energy (DTE) to
issue $100 million of unsecured long-term debt to fund its spent nuclear fuel
obligations and to reduce short-term borrowings.
NU Enterprises: NU parent and NU Enterprises had $60 million of borrowings
and $28.2 million of letters of credit drawn on their $350 million revolving
credit agreement. This credit line matures in November 2003.
NU expects to issue $100 million to $150 million of unsecured, five-year
fixed-rate senior notes in the second quarter of 2003 to refinance short-term
debt.
Implementation of Standard Market Design
- ----------------------------------------
On March 1, 2003, the New England Independent System Operator (ISO-NE)
implemented a new standard market design (SMD). As part of SMD, locational
marginal pricing (LMP) is utilized to assign value and causation to
transmission congestion and line losses. Line losses represent losses of
electricity as it is sent over transmission lines. The costs associated with
transmission congestion and line losses are now assigned to the load zone in
which they occur. Prior to March 1, 2003, those costs were spread across
virtually all New England electric customers. As part of the implementation
of SMD, ISO-NE established eight separate pricing zones in New England: three
in Massachusetts and one in each of the other New England states. The three
components of the LMP for each zone are an energy cost, congestion costs and
line loss costs. LMP is expected to increase costs in zones that have
inadequate or less cost-efficient generation and/or transmission constraints,
such as Connecticut, and decrease costs in zones that have significant excess
generation, such as Maine. The implementation of SMD may impact pricing under
wholesale energy contracts depending on the energy delivery points chosen under
those contracts.
Utility Group: Connecticut has been designated a single load zone by ISO-NE.
Due to high loads, transmission constraints and inadequate generation,
Connecticut could experience significant additional congestion costs under
SMD. ISO-NE estimates that the costs of transmission congestion for 2003 in
New England under SMD will range between $50 million and $300 million. ISO-
NE estimates that the majority of this congestion and its costs will be in
Connecticut, where approximately 80 percent is expected to be paid by CL&P
beginning on March 1, 2003.
In addition to the congestion cost component of LMP, the determination of the
energy delivery points associated with the standard offer service contracts
will also produce significant line loss charges for CL&P. For March 2003,
incremental LMP costs totaled $15.5 million. The majority of these
incremental costs were associated with line losses, and management expects
comparable monthly line loss charges for the remainder of 2003.
CL&P's standard offer service contracts were executed in the fall of 1999.
The delivery points in the contracts are at the suppliers' choice at any
point on the New England power pool. Prior to March 1, 2003, delivery by the
suppliers anywhere on the New England power pool resulted in the suppliers
being charged and paying their respective share of socialized congestion
costs. Subsequent to March 1, 2003, the delivery points chosen by the
suppliers have been zones with no or negative congestion. Management
believes that under the terms of its standard offer service contracts with
its standard offer suppliers the incremental costs associated with losses and
congestion between the delivery points chosen by the suppliers and CL&P's
service territory in Connecticut are the responsibility of CL&P's customers.
The $15.5 million of incremental costs incurred in March 2003 were recorded
as recoverable energy costs at March 31, 2003, which are included in
regulatory assets, for future recovery from customers. Management believes
that these congestion and line loss charges are unavoidable, are part of the
prudent cost of providing regulated electric service in Connecticut and that
these costs should be paid for by customers. Accordingly, management
believes that these costs should be recovered from its customers and will not
impact 2003 earnings.
On April 1, 2003, an informational hearing on SMD was held before the DPUC.
On April 22, 2003, CL&P filed an application with the DPUC to recover their
2003 incremental LMP costs starting in May 2003. On May 1, 2003, the DPUC
issued a final decision in response to CL&P's April 22, 2003 filing. In its
decision, the DPUC directed CL&P to pursue legal remedies against its
standard offer suppliers in an effort to assign liability for incremental LMP
costs to the suppliers. The DPUC indicated that it will support CL&P's
efforts and that CL&P's failure to aggressively pursue legal remedies may
result in ultimate disallowance of recovery of LMP-related costs. Recovery
of incremental LMP costs will be allowed through the Energy Adjustment Clause
(EAC) but will be subject to refund and posting of a surety bond. Recovery
is approved for sixty days, before the end of which period CL&P will be
required to report the status of the steps it has taken in its legal actions
against its standard offer suppliers. CL&P began recovery of the incremental
March 2003 LMP costs of $15.5 million in its May 1, 2003 bills to customers.
The incremental April 2003 LMP costs of $15.6 million will be collected in
June 2003 bills.
On May 5, 2003, CL&P filed a response to the decision with the DPUC. CL&P
intends to request a declaratory judgment from the Federal Energy Regulatory
Commission (FERC) to determine whether CL&P's standard offer service
suppliers are responsible for incremental LMP costs. Additionally, CL&P
intends to withhold payment of incremental LMP costs to its standard offer
service suppliers pending resolution of this matter.
Another factor affecting the level of CL&P costs is the designation of
certain generating units by ISO-NE as units needed for system reliability.
Some companies owning such units have applied to the FERC for "reliability
must run" (RMR) treatment. RMR treatment allows these units to receive cost
of service-based payments that recognize their reliability value. Prior to
March 1, 2003, all RMR costs were spread across New England with all
utilities being billed by ISO-NE based upon their share of New England's
load, and NU's Utility Group was responsible for approximately 25 percent of
these costs. Effective with the March 1, 2003 implementation of SMD, RMR
costs will be allocated to the load zone in which the RMR unit is located.
At present, the only load zone that will experience an RMR cost increase in
which the Utility Group operates is Connecticut. Reliability costs have been
previously approved for recovery by the DPUC in CL&P's 2001 Competitive
Transition Assessment (CTA) reconciliation filing. All RMR costs, which began
in 2002 and are considered reliability costs, have been recovered from
customers to date and are subject to review in CL&P's 2002 CTA reconciliation
filing, which was filed on March 31, 2003. PPL Corporation (PPL) and NRG
Power Marketing, Inc. (NRG-PM) have sought RMR treatment from FERC for
certain of their Connecticut units. PPL's request is still pending. NRG-
PM's request for full cost of service recovery was denied; however, FERC did
permit recovery of certain "going forward" maintenance costs, a temporary
safe harbor from the ISO-NE price cap under certain circumstances, and the
ability to set the energy price at certain times. Management cannot
determine the impact on the components of LMP in the market related to these
arrangements at this time.
NU Enterprises: Select Energy currently serves 50 percent of CL&P's standard
offer service. If it is ultimately concluded that the incremental LMP costs,
which began on March 1, 2003, are the responsibility of the standard offer
service suppliers, NU Enterprises' pre-tax earnings for the first quarter of
2003 would be reduced by $7.8 million. Also, NU Enterprises' and NU's
earnings estimates do not include incremental LMP costs, which could be
substantial for the remainder of 2003.
Other impacts of SMD on its wholesale marketing business could be
significant. As more information regarding the various impacts of SMD
becomes available, there could be additional adverse effects that management
cannot determine at this time.
NU Enterprises
- --------------
Subsidiaries: NU Enterprises, Inc. is the parent company of Select Energy,
Northeast Generation Company (NGC), SESI, Northeast Generation Services
Company (NGS), and their respective subsidiaries, which is referred to as "NU
Enterprises," collectively. Holyoke Water Power Company (HWP) is also
included in NU Enterprises. Select Energy engages in wholesale and retail
energy marketing activities and limited energy trading activities for price
discovery and risk management of wholesale marketing activities.
NU Enterprises owns 1,438 MW of generation capacity, consisting of 1,291 MW
at NGC and 147 MW at HWP, which are used to support Select Energy's wholesale
marketing business.
SESI performs energy management services for large industrial, commercial and
institutional facilities, including the United States Department of Defense,
and engages in energy related construction services. NGS operates and
maintains NGC's and HWP's generation assets and provides third-party
electrical, mechanical, and engineering contracting services.
Outlook: NU Enterprises improved financial performance in the first quarter
of 2003 compared to the first quarter of 2002. Management continues to
believe that NU Enterprises will earn $0.15 to $0.25 per share for 2003.
The wholesale marketing business obtained a significant level of new
contracts in the first quarter of 2003. On March 1, 2003, Select Energy
began serving Central Maine Power and Bangor-Hydro Electric Company under a
new six-month agreement that is expected to generate $30 million in revenue.
Select Energy was also successful in obtaining 1,200 MW of sales contracts in
the latest New Jersey basic generation service auction. Select Energy
estimates it will sell 700 MW for a 10-month period beginning August 1, 2003,
and 500 MW for a 34-month period also beginning August 1, 2003. These
contracts are expected to generate approximately $400 million in revenue.
Select Energy also entered into a new six-month contract with National Grid
for default service for certain of its subsidiaries that started in late
April 2003. This contract is expected to generate $75 million of additional
revenue through October 2003. In addition to new business, more normal
precipitation would positively impact NGC's hydroelectric generating plants.
Output has already increased in the first quarter of 2003 by about 40 percent
compared to the first quarter of 2002 resulting in $1.6 million of additional
earnings in 2003 as compared to 2002. Management currently believes that the
wholesale marketing business will generate the gross margins required to meet
their 2003 earnings estimate. Approximately 85 percent of the total margin
needed to meet the wholesale marketing business' 2003 earnings estimate has
been contracted in the first quarter of 2003. To meet the earnings estimate,
the wholesale marketing business will need to successfully manage its
portfolio of contracts to retain the estimated origination margins.
The retail marketing business incurred losses of approximately $2 million in
the first quarter of 2003, compared with losses of approximately $14 million
in the first quarter of 2002. Management is hopeful that the retail group,
as previously projected, will achieve break-even financial performance for
2003. However, through the first quarter of 2003, approximately 40 percent
of the margin needed to cover projected costs and break-even has been
contracted. Retail gas customers have been hesitant to commit to long-term
contracts during this period of high prices. Select Energy is serving many
of these customers on a month-to-month basis at relatively low margins. The
retail marketing business will also need to manage its portfolio to realize
the estimated margin for the contracts it has already entered into but has
not yet served.
Intercompany Transactions: CL&P's standard offer service purchases from
Select Energy represented approximately $141 million of total NU Enterprises'
revenues for the first quarter of 2003. Other transactions between CL&P and
Select Energy amounted to approximately $36 million in revenues for Select
Energy in the first quarter of 2003. Select Energy continues to provide
standard offer service for its affiliate WMECO through December 31, 2003.
WMECO's purchases from Select Energy represented approximately $39 million of
total NU Enterprises' revenues in the first quarter of 2003. These amounts
are eliminated in consolidation.
NU Enterprises' Market and Other Risks
- --------------------------------------
Overview: For further information on risk management activities, see
"Competitive Energy Subsidiaries' Market and Other Risks" in NU's combined
report on Form 10-K.
Risk management within NU Enterprises, including Select Energy, is organized
by management to address the market, credit and operational exposures arising
from the company's primary business segments: wholesale marketing (including
limited trading) and retail marketing. The framework and degree to which
these risks are managed and controlled is consistent with the limitations
imposed by NU's Board of Trustees as established and communicated in NU's
overall risk management policies and procedures.
Wholesale and Retail Marketing: Select Energy manages its portfolio of
wholesale and retail marketing contracts and assets to maximize value while
maintaining an acceptable level of risk. At forward market prices in effect
at March 31, 2003, the wholesale marketing portfolio, which includes the CL&P
standard offer service contract and other contracts that extend to 2013, had
a positive fair value. This positive fair value indicates a positive impact
on Select Energy's gross margin in the future. However, there is significant
volatility in the energy commodities markets that will impact this position
between now and when the contracts are settled. Accordingly, there can be no
assurances that Select Energy will realize the gross margin corresponding to
the present positive fair value on its wholesale marketing portfolio. The
gross margin realized could be at a level that is not sufficient to cover
Select Energy's other operating costs, including the cost of corporate
overhead.
Hedging: For information on derivatives used for hedging purposes and
nontrading derivatives, see Note 2, "Derivative Instruments, Market Risk and
Risk Management," to the consolidated financial statements.
Energy Trading Activities in Wholesale Marketing: Energy trading
transactions at Select Energy include financial transactions and physical
delivery transactions for electricity, natural gas and oil in which Select
Energy is attempting to profit from changes in market prices. Energy trading
contracts are recorded at fair value, and changes in fair value impact
earnings.
At March 31, 2003, Select Energy had trading derivative assets of $162.8
million and trading derivative liabilities of $117 million on a counterparty-
by-counterparty basis, for a net positive position of $45.8 million on the
entire trading portfolio. These amounts are combined with other derivatives
and are included in derivative assets and derivative liabilities on the
accompanying consolidated balance sheets. Information regarding the other
derivatives is included in Note 2, "Derivative Instruments, Market Risk and
Risk Management," to the consolidated financial statements.
There can be no assurances that Select Energy will actually realize cash
corresponding to the present positive net fair value of its trading
portfolio. Numerous factors could either positively or negatively affect the
realization of the net fair value amount in cash. These include the
volatility of commodity prices, changes in market design or settlement
mechanisms, the outcome of future transactions, the performance of
counterparties, and other factors.
Select Energy has policies and procedures requiring all trading positions to
be marked-to-market at the end of each trading day. Controls are in place
segregating responsibilities between individuals actually trading (front
office) and those confirming the trades (middle office). The determination
of the portfolio's fair value is the responsibility of the middle office
independent from the front office.
The methods used to determine the fair value of energy trading contracts are
identified and segregated in the table of fair value of contracts at
March 31, 2003. A description of each method is as follows: 1) prices
actively quoted primarily represent New York Mercantile Exchange futures and
options that are marked to closing exchange prices; 2) prices provided by
external sources primarily include over-the-counter forwards and options,
including bilateral contracts for the purchase or sale of electricity or
natural gas, and are marked to the mid-point of bid and ask quotes; and 3)
prices based on models or other valuation methods primarily include forwards
and options and other transactions for which specific quotes are not
available. These transactions are modeled using available market
information, generally accepted gas to electricity heat rate conversion
models, or the Blacks option pricing model. Select Energy currently has one
contract which is marked to model. This contract expires in 2006 and had a
fair value of $4.7 million at March 31, 2003. Broker quotes for electricity
are available through the year 2005, and models are generally used for the
years 2006 and thereafter.
Select Energy has sourced contracts with maturities in excess of four years.
Accordingly, the value of these contracts and the related power supply
contracts do not need to be determined with a model. Broker quotes for
natural gas are available through 2013.
Generally, valuations of short-term contracts derived from quotes or other
external sources are more reliable should there be a need to liquidate the
contracts, while valuations based on models or other methods for longer-term
contracts are less certain. Accordingly, there is a risk that contracts will
not be realized at the amounts recorded.
As of and for the three months ended March 31, 2003, the sources of the fair
value of trading contracts and the changes in fair value of these trading
contracts are included in the following tables. Intercompany transactions are
eliminated and not reflected in the amounts below.
- -------------------------------------------------------------------------------
Fair Value of Trading Contracts
- -------------------------------------------------------------------------------
(Millions of Dollars) At March 31, 2003
- -------------------------------------------------------------------------------
Maturity Maturity of Maturity in Total
Less than One to Four Excess of Fair
Sources of Fair Value One Year Years Four Years Value
- -------------------------------------------------------------------------------
Prices actively quoted $(3.5) $ 0.1 $ - $(3.4)
Prices provided by
external sources 8.8 18.6 17.1 44.5
Prices based on
models or other
valuation methods - 4.7 - 4.7
- -------------------------------------------------------------------------------
Totals $ 5.3 $23.4 $17.1 $45.8
- -------------------------------------------------------------------------------
The fair value of energy trading contracts increased $4.8 million from $41
million at December 31, 2002 to $45.8 million at March 31, 2003. This
increase is primarily due to a positive change in fair value of existing
contracts and to contracts realized or otherwise settled during the period.
There were no changes in valuation techniques or assumptions in the first
quarter of 2003.
- -------------------------------------------------------------------------------
(Millions of Dollars) Total Fair Value
- -------------------------------------------------------------------------------
Three Months Ended
March 31, 2003
- -------------------------------------------------------------------------------
Fair value of trading contracts outstanding
at the beginning of the period $41.0
Contracts realized or otherwise settled
during the period (2.8)
Fair value of new contracts when entered
into during the period -
Changes in fair values attributable to
changes in valuation techniques and
assumptions -
Changes in fair value of contracts 7.6
- -------------------------------------------------------------------------------
Fair value of trading contracts
outstanding at the end
of the period $45.8
- -------------------------------------------------------------------------------
Changing Market: The breadth and depth of the market for energy trading and
marketing products in Select Energy's market continues to be adversely
affected by the withdrawal or financial weakening of a number of companies
who have historically done significant amounts of business with Select
Energy. In general, the market for such products has become shorter term in
nature with less liquidity, and participants are more often unable to meet
Select Energy's credit standards without providing cash or letter of credit
support. Select Energy is being adversely affected by these factors, and
there could be a continuing adverse impact on Select Energy's business. The
decrease in the number of counterparties participating in the market for long-
term energy contracts continues to impact Select Energy's ability to
determine the estimated fair value of its long-term wholesale marketing
energy contracts.
Changes are occurring in the administration of transmission systems in
territories in which Select Energy does business. Regional transmission
organizations are being contemplated, and SMD was implemented in New England
on March 1, 2003. As more information regarding these market changes becomes
available, there could be additional adverse effects that management cannot
determine at this time.
Counterparty Credit: Counterparty credit risk relates to the risk of loss
that Select Energy would incur as a result of non-performance by
counterparties pursuant to the terms of their contractual obligations.
Select Energy has established written credit policies with regard to its
counterparties to minimize overall credit risk. These policies require an
evaluation of potential counterparties' financial conditions (including
credit ratings), collateral requirements under certain circumstances
(including cash in advance, letters of credit, and parent guarantees), and
the use of standardized agreements, which allow for the netting of positive
and negative exposures associated with a single counterparty. This
evaluation results in establishing credit limits prior to Select Energy
entering into trading activities. The appropriateness of these limits is
subject to continuing review. Concentrations among these counterparties may
impact Select Energy's overall exposure to credit risk, either positively or
negatively, in that the counterparties may be similarly affected by changes
to economic, regulatory or other conditions. At March 31, 2003,
approximately 75 percent of Select Energy's counterparty credit exposure to
wholesale marketing and trading counterparties was cash collateralized or
rated BBB- or better. Approximately five percent of the counterparty credit
exposure was to unrated municipalities.
At March 31, 2003, positions with three counterparties collectively
represented approximately $66 million or 41 percent of the $162.8 million
trading derivative assets. One of these counterparties has an investment
grade credit rating. Another counterparty's position is secured with letters
of credit and cash collateral. The third counterparty representing
approximately $17.3 million is an unrated generation entity. None of the
other counterparties represented more than 10 percent of the trading derivative
assets. Select Energy manages the credit risk of its trading portfolio in
accordance with established credit risk management policies and procedures.
Select Energy Credit: A number of Select Energy's contracts require the
posting of additional collateral in the form of cash or letters of credit in
the event NU's ratings were to decline and in increasing amounts dependent
upon the severity of the decline. At NU's present investment grade ratings,
Select Energy has not had to post any collateral based on credit downgrades.
Were NU's unsecured ratings to decline two to three levels to sub-investment
grade, Select Energy could, under its present contracts, be asked to provide
approximately $206 million of collateral or letters of credit to various
unaffiliated counterparties and approximately $63 million to several
independent system operators and unaffiliated local distribution companies,
which management believes NU would be able to provide. NU's ratings are
currently stable, and management does not believe that at this time there is
a significant risk of a ratings downgrade to sub-investment grade levels.
Business Development and Capital Expenditures
- ---------------------------------------------
Utility Group: In October 2001, CL&P filed an application with the
Connecticut Siting Council (CSC) to construct a new 345,000 volt overhead
transmission line from Norwalk, Connecticut to Bethel, Connecticut. The line
would help address the difficulties in serving the load in southwest
Connecticut that create high LMP costs in Connecticut. In March 2003, CL&P
revised its proposal following a settlement with the towns through which the
transmission line is proposed. The proposal would place approximately half
of the line underground and would increase the cost to $185 million from $135
million. The CSC is expected to vote on the proposal in June 2003, and CL&P
hopes to begin construction by the end of 2003 and place the line into
service in mid-2005. At March 31, 2003, CL&P had capitalized approximately
$9.1 million related to this project.
CL&P expects to file for approval of a separate 345,000 volt transmission
line from Norwalk, Connecticut to Middletown, Connecticut in the third
quarter of 2003. Estimated construction costs of this project are
approximately $500 million. CL&P will jointly site this project with United
Illuminating with CL&P owning 80 percent or approximately $400 million of the
project. At March 31, 2003, CL&P had capitalized approximately $3.2 million
related to this project.
In September 2002, the CSC approved a plan to replace an undersea electric
transmission line between Norwalk, Connecticut and Northport - Long Island,
New York, at an estimated cost of $80 million. CL&P and the Long Island
Power Authority each own approximately 50 percent of the line. The project
still requires federal and New York state approvals. Given the approval
process and the uncertainty created by the recent damage to the existing
transmission line, the expected in-service date is currently under
evaluation. At March 31, 2003, CL&P had capitalized approximately $5.3
million related to this project.
Yankee Gas Services Company (Yankee Gas) is seeking to obtain rate approval
from the DPUC to build a two billion cubic foot liquefied natural gas storage
and production facility in Waterbury, Connecticut. Hearings were held in
March 2003 with a final decision expected in the second quarter of 2003. If
approved, construction of the facility, which is expected to cost
approximately $60 million, could begin in the fourth quarter of 2003. At
March 31, 2003, Yankee Gas had capitalized approximately $0.8 million related
to this project.
In late May 2003, the Governor of New Hampshire is expected to sign into law
a bill that will permit PSNH to acquire the assets of Connecticut Valley
Electric Company (CVEC). The acquisition of CVEC's assets will add 25 MW of
new load to PSNH and approximately 10,000 customers in 13 towns. The CVEC
transaction is still subject to approval by the FERC and the New Hampshire
Public Utilities Commission (NHPUC) and is expected to close in December
2003.
Merchant Energy Company Counterparty Exposures
- ----------------------------------------------
Certain subsidiaries of NU, including CL&P, Yankee Gas, Select Energy, and
NGS have entered into various transactions with subsidiaries of NRG Energy,
Inc. (NRG). NRG's credit rating has been downgraded to below investment
grade by all three major rating agencies, and NRG is presently in default on
debt service payments. Management does not expect that the resolution of the
transactions with NRG will have a material adverse effect on NU's
consolidated financial condition or results of operations. For further
information, see Part II, Item 1, "Legal Proceedings," included in this
combined report on Form 10-Q.
Restructuring and Rate Matters
- ------------------------------
Connecticut - CL&P: Since retail competition began in Connecticut in 2000,
only a small number of customers have opted to choose an alternate supplier
as virtually all of CL&P's customers have continued to procure their
electricity through CL&P's standard offer service. In 2003, Select Energy
will continue to supply 50 percent of CL&P's standard offer supply service
with NRG-PM, a subsidiary of NRG, contracted to supply 45 percent and a
subsidiary of Duke Energy, Inc. contracted to supply the remaining 5 percent
of service.
CL&P continues to evaluate NRG-PM's ability to meet its obligations under the
standard offer service contract, including the possibility that NRG-PM and
the other standard offer service suppliers could ultimately be responsible
for incremental LMP costs. If CL&P is required to seek an alternate source
of supply, CL&P would pursue recovery of any additional costs associated with
obtaining such supply from NRG-PM pursuant to the contract and may be
required to seek DPUC approval to flow through any such costs to customers.
Management believes that recovery of these costs, should they be incurred,
would be permitted under the provisions of Connecticut's electric utility
restructuring legislation and with the DPUC's prior decisions. On February 21,
2003, Fitch Ratings lowered its rating outlook on CL&P to negative as a
result of its concern over timely recovery of purchased-power costs if NRG-PM
were to default on its CL&P standard offer obligations and CL&P needs to
acquire replacement supply service at significantly higher prices.
On September 27, 2001, CL&P filed its application with the DPUC for approval
of the disposition of the proceeds in the amount of approximately $1.2
billion from the sale of the Millstone units. The DPUC's final decision
regarding this application was issued on February 27, 2003, and decreased the
amount of net proceeds used to reduce stranded costs to $26.9 million from
the $40.1 million reduction of stranded costs in its draft decision. The
earnings impact in the first quarter of 2003 of the final decision resulted
in an increase in net income of $2.6 million.
CL&P continues to be subject to the earnings sharing mechanism implemented by
the DPUC, under which CL&P's earnings in excess of a 10.3 percent return on
equity will be shared equally by shareholders and ratepayers. The next
earnings sharing calculation will be based on CL&P's earnings for the twelve
months ended June 30, 2003.
On April 3, 2003, CL&P filed its annual CTA and Systems Benefit Charge (SBC)
reconciliation with the DPUC. For the year ended December 31, 2002, total
CTA revenues and excess Generation Services Charge (GSC) revenues exceeded
the CTA revenue requirement by approximately $93.5 million. CL&P has
proposed that a portion of the CTA/GSC overrecovery be utilized to reduce
nuclear stranded costs and the remaining amount be carried forward to 2003.
For the same period, SBC revenues exceeded the SBC revenue requirement by
approximately $21.4 million. After allocating a portion of the SBC
overrecovery as ordered by the DPUC in a prior decision, CL&P has proposed
that the remaining overrecovery of $18.6 million be applied to the CTA.
Management expects a decision from the DPUC in this docket by the end of
2003.
CL&P expects to file a distribution rate case with the DPUC in mid-2003 that
would be effective January 1, 2004. Also in the second half of 2003, CL&P
will need to secure bids for power supply contracts for 2004 to meet the
needs of its customers. Management has not yet identified what level of
rates it will request for 2004, but believes that several factors could
combine to result in a significant increase in supply costs in 2004. The
first is the expiration of current standard offer supply contracts. Another
factor is the impact of LMP. CL&P's reliability improvements and transmission
construction program will also impact the level of rates CL&P will request in
2004.
The Connecticut state legislature is considering revisions to its 1998
electric utility industry restructuring statutes. Senate Bill 733 passed the
Energy and Public Utilities and Environment committees in early 2003. Among
other actions, the bill would 1) extend the offering of standard offer
service rates for an additional three years to January 1, 2007; 2) allow base
rates to return to 1996 levels, which are above existing levels; and 3) allow
electric distribution companies, such as CL&P, to earn a transaction
management fee for buying standard offer service for retail customers. The
legislation, if passed and signed by the Connecticut Governor, would likely
impact the aforementioned CL&P distribution rate case.
Various Connecticut state budget proposals would direct approximately $100
million of electric utility revenues to the state's general fund, rather than
toward energy conservation programs. In 2002, CL&P earned approximately $3.3
million in incentive payments on its energy conservation programs, and future
earnings from conservation programs would be reduced if one of these budget
proposals passes unchanged.
Connecticut - Yankee Gas: In December 2002, the DPUC opened a new docket
concerning Yankee Gas overearnings. Yankee Gas received a draft decision
related to this docket on May 2, 2003. In the draft decision, the DPUC
indicated that Yankee Gas' rates do not need to be adjusted. A final
decision is expected on May 14, 2003.
On May 7, 2003, the DPUC issued a draft decision in the Infrastructure
Expansion Rate Mechanism (IERM) docket. The draft decision concludes that
the basic concept of IERM is valid, appropriate and beneficial. In the draft
decision, the DPUC estimated 2003 IERM overrecoveries of $3.6 million and
proposed refund of overrecoveries to customers from December 2003 through
February 2004. The final decision is scheduled for May 21, 2003. If the
final decision is consisent with the draft decision, management does not
expect that the decision will have a material impact on results of operations.
New Hampshire: On February 1, 2003, in accordance with the "Agreement to
Settle PSNH Restructuring" (Restructuring Settlement) and state law, PSNH
raised the transition service (TS) rate for residential and small commercial
customers to $0.0460 per kilowatt-hour (kWh) from $0.0440 per kWh. On the
same date, PSNH also raised its TS rate for large commercial and industrial
customers to $0.0467 per kWh from $0.0440 per kWh. Given recent changes in
the energy markets, PSNH is unable to determine if these rates will be
adequate to currently recover its generation and purchased-power costs,
including the recovery of carrying costs on PSNH's generation investment. If
actual costs exceed those recoveries, PSNH will defer those costs for future
recovery from customers through its Stranded Cost Recovery Charge (SCRC). If
recoveries exceed PSNH's costs, those overrecoveries will be credited against
PSNH's Part 3 stranded cost balance.
PSNH's delivery rates are fixed by the Restructuring Settlement until
February 1, 2004. Under the Restructuring Settlement, PSNH must file a rate
case by December 31, 2003, for the purpose of commencing a review of PSNH's
delivery rates.
In April 2003, the New Hampshire state legislature approved legislation that
would require PSNH to retain ownership of its fossil and hydroelectric
generation assets until April 30, 2006. Subsequent to that time, PSNH may
sell the assets if the NHPUC finds such sale to be in the best economic
interest of customers. On April 23, 2003, the Governor of New Hampshire
signed the bill into law. This legislation effectively extends the time
period in which PSNH is required to supply TS and default service to its
retail customers until the sale of its fossil and hydroelectric generation
assets. The NHPUC will continue its regulatory oversight of TS and default
service rates.
On May 1, 2003, PSNH made a SCRC reconciliation filing with the NHPUC for the
period January 1, 2002, through December 31, 2002. This filing reconciles
stranded cost revenues against actual stranded costs with any difference
being credited against Part 3 stranded costs or deferred for future recovery.
Included in this stranded cost reconciliation filing are 1) a calculation of
the generation costs for the filing period, 2) the Seabrook sale net proceeds
calculation and 3) a request to recover, as a non-securitized stranded cost,
certain deferred costs associated with PSNH's initial efforts to sell its
fossil and hydroelectric generation assets as was previously required by the
Restructuring Settlement. Management does not expect that the outcome of
this docket will have a material adverse impact on PSNH's earnings or its
financial position.
Under New Hampshire law, PSNH is encouraged to enter into negotiations with
independent power producers (IPPs) to terminate or renegotiate over-market
power purchase obligations. In May 2003, the NHPUC is expected to issue an
order approving a stipulation and settlement between PSNH, the NHPUC staff,
the Office of Consumer Advocate, owners of fourteen small hydroelectric IPPs,
and the Town of Goffstown, New Hampshire. Under the terms of this
settlement, PSNH will make a lump sum payment totaling $20.4 million to the
fourteen IPPs on May 31, 2003, in exchange for the termination of the
existing power purchase obligations between PSNH and these IPPs. The buy out
costs will be deferred as a regulatory asset, and recovered, including a
return, over the remaining term of the initial contractual arrangements as a
Part 2 stranded cost.
Massachusetts: In December 2002, the DTE approved an overall increase of
approximately 1.8 percent in WMECO's non-contract retail delivery rates,
primarily reflecting slightly increased standard offer costs as well as other
inflationary factors. WMECO's standard offer service is supplied by Select
Energy at a rate for 2003 of approximately $0.0500 per kWh. An unaffiliated
company won the bid to serve WMECO's default service for the period of
January 1, 2003, through June 30, 2003, at an average price of $0.0510 per
kWh.
On March 31, 2003, WMECO filed its 2002 annual transition cost reconciliation
with the DTE. This filing reconciled the recovery of stranded generation
costs for calendar year 2002 and included the renegotiated purchased power
contract related to the Vermont Yankee nuclear unit. Proceedings in this
docket are expected to begin in the second half of 2003.
On April 24, 2003, the DTE issued an order addressing three issues dealing
with the future procurement of default service: 1) the cost components to be
included in the calculation of default service rates, 2) default service
pricing options and procurement strategies and 3) the appropriate role of
distribution companies in moving their customers toward competitive supply.
While making changes in the way WMECO procures default service supply for its
customers, the order will not have an impact on WMECO's earnings.
Critical Accounting Policies and Estimates
- ------------------------------------------
Funded Status of Pension Plan: At December 31, 2002, the assets of the NU
noncontributory defined benefit plan (Plan) exceeded the accumulated benefit
obligation (ABO) by approximately $78 million. The ABO is the obligation for
employee service provided to date and does not assume future compensation
increases. At April 30, 2003, the estimated fair value of Plan assets
exceeded the December 31, 2002 ABO by approximately $101 million. If the
ABO, when remeasured next on December 31, 2003, exceeds the fair value of
Plan assets at that time, then NU would be required to record an additional
minimum liability.
Other Matters
- -------------
Other Commitments and Contingencies: For further information regarding other
commitments and contingencies, see Note 4, "Commitments and Contingencies,"
to the consolidated financial statements.
Forward Looking Statements: This discussion and analysis includes forward
looking statements, which are statements of future expectations and not facts
including, but not limited to, statements regarding future earnings,
refinancings, regulatory proceedings, the use of proceeds from restructuring,
and the recovery of operating costs. Words such as estimates, expects,
anticipates, intends, plans, and similar expressions identify forward looking
statements. Actual results or outcomes could differ materially as a result
of further actions by state and federal regulatory bodies, competition and
industry restructuring, changes in economic conditions, changes in weather
patterns, changes in laws, developments in legal or public policy doctrines,
technological developments, volatility in electric and natural gas commodity
markets, and other presently unknown or unforeseen factors.
RESULTS OF OPERATIONS
The components of significant income statement variances for the first
quarter of 2003 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2003 over/(under) 2002
----------------------
Amount Percent
------ -------
Operating Revenues $404 31%
Operating Expenses:
Fuel, purchased and
net interchange power 343 47
Other operation (9) (4)
Maintenance (6) (12)
Depreciation (3) (5)
Amortization 37 (a)
Amortization of rate reduction bonds (7) (15)
Taxes other than income taxes (1) (1)
---- ----
Total operating expenses 354 30
---- ----
Operating income 50 44
---- ----
Interest expense, net (3) (5)
Other income/(loss), net 15 (a)
---- ----
Income before income tax expense 68 (a)
Income tax expense 26 (a)
---- ----
Income before preferred
dividends of subsidiaries 42 (a)
---- ----
Preferred dividends of subsidiaries - -
---- ----
Net income $ 42 (a)%
==== ====
(a) Percent greater than 100.
Comparison of the First Quarter of 2003 to the First Quarter of 2002
Operating Revenues
Total revenues increased by $404 million or 31 percent in the first quarter
of 2003, compared with the same period in 2002, due to higher revenues from
NU Enterprises ($231 million after intercompany eliminations) and higher
Utility Group revenues ($173 million after intercompany eliminations).
NU Enterprises' revenue increase is primarily due to higher wholesale
revenues for Select Energy resulting from the New Jersey basic generation
service. The Utility Group revenue increase is primarily due to higher
retail revenue ($119 million) and higher wholesale revenue ($54 million).
The regulated retail revenue increase is primarily due to higher retail
electric sales ($73 million) and higher Yankee revenue resulting from higher
purchased gas adjustment clause revenue ($27 million) and higher sales
volumes ($21 million). Regulated retail electric kWh sales increased by 8.9
percent and firm natural gas sales increased by 18.3 percent in the first
quarter of 2003. The regulated wholesale revenue increase is primarily due
to higher prices in 2003.
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased by $343 million
or 47 percent in the first quarter of 2003, primarily due to higher wholesale
activity at NU Enterprises ($257 million after intercompany eliminations) and
higher purchased-power costs for the Utility Group primarily as a result of
power purchased to serve higher retail sales ($90 million after intercompany
eliminations).
Other Operation and Maintenance
Other operation and maintenance (O&M) expenses decreased $15 million in the
first quarter of 2003, primarily due to lower nuclear expenses as a result of
the sale of Seabrook in the last quarter of 2002 ($18 million), partially
offset by higher distribution costs ($3 million).
Depreciation
Depreciation decreased in 2003 due to lower decommissioning expenses
resulting from the sale of Seabrook in the last quarter of 2002 ($2 million),
lower NU Enterprises' depreciation resulting from the study to lengthen the
useful lives of certain generation assets ($3 million), partially offset by
higher Utility Group depreciation resulting from higher plant balances.
Amortization
Amortization increased in 2003, primarily due to higher amortization related
to the Utility Group's recovery of stranded costs in part resulting from
higher wholesale revenue from the sale of IPP related energy ($37 million),
partially offset by the decrease in amortization of rate reduction bonds ($7
million).
Interest Expense, Net
Interest expense, net decreased in the first quarter of 2003, primarily due
to lower rate reduction bond interest ($2 million) and the retirement of
NAEC's debt in November of 2002 ($1 million).
Other Income/(Loss), Net
Other income/(loss), net increased primarily due to a 2002 charge in the
first quarter reflecting a write-down of NU's investments in NEON and
Acumentrics ($15 million).
Income Tax Expense
Income tax expense increased due to higher taxable income.
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Trustees and Shareholders
of Northeast Utilities
We have reviewed the accompanying condensed consolidated balance sheet of
Northeast Utilities and subsidiaries ("the Company") as of March 31, 2003,
and the related condensed consolidated statements of income and cash flows
for the three-month periods ended March 31, 2003 and 2002. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and of making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally accepted in
the United States of America, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we
do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them
to be in conformity with accounting principles generally accepted in the
United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet and
consolidated statement of capitalization of Northeast Utilities and
subsidiaries as of December 31, 2002, and the related consolidated statements
of income, comprehensive income, shareholders' equity, cash flows, and income
taxes for the year then ended (not presented herein); and in our report dated
January 28, 2003 (February 27, 2003 as to Note 8A), we expressed an
unqualified opinion (which includes explanatory paragraphs with respect to
the Company's adoption in 2001 of Statement of Financial Accounting Standards
(SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities" as amended and its adoption in 2002 of Emerging Issues Task Force
Issue 02-3, "Accounting for Contracts Involved in Energy Trading and Risk
Management Activities" and SFAS No, 142 "Goodwill and Other Intangible
Assets") on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 2002 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Hartford, Connecticut
May 9, 2003
Northeast Utilities and Subsidiaries
The Connecticut Light and Power Company and Subsidiaries
Public Service Company of New Hampshire and Subsidiaries
Western Massachusetts Electric Company and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (All Companies)
A. Presentation
The accompanying unaudited financial statements should be read in
conjunction with this complete Form 10-Q and the Annual Reports of
Northeast Utilities (NU or the company), The Connecticut Light and
Power Company (CL&P), Public Service Company of New Hampshire
(PSNH), and Western Massachusetts Electric Company (WMECO), which
were filed as part of the NU 2002 Form 10-K, and the current report
on Form 8-K dated January 28, 2003. The accompanying financial
statements contain, in the opinion of management, all adjustments
necessary to present fairly NU's and each NU company's financial
position at March 31, 2003, the results of operations and
statements of cash flows for the three-month periods ended
March 31, 2003 and 2002. All adjustments are of a normal,
recurring nature except those described in Note 4A. Due primarily
to the seasonality of NU's business, the results of operations and
statements of cash flows for the three-month periods ended
March 31, 2003 and 2002, are not indicative of the results expected
for a full year.
The consolidated financial statements of NU and of its
subsidiaries, as applicable, include the accounts of all their
respective subsidiaries. Intercompany transactions have been
eliminated in consolidation.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
Certain reclassifications of prior period data have been made to
conform with the current period presentation.
B. Regulatory Accounting and Assets
The accounting policies of NU's Utility Group conforms to
accounting principles generally accepted in the United States of
America applicable to rate-regulated enterprises and historically
reflect the effects of the rate-making process in accordance with
Statement of Financial Accounting Standards (SFAS) No. 71,
"Accounting for the Effects of Certain Types of Regulation."
The transmission and distribution businesses of CL&P, PSNH and
WMECO, along with PSNH's generation business and Yankee Gas
Services Company's (Yankee Gas) distribution business continue to
be cost-of-service rate regulated, and management believes the
application of SFAS No. 71 to that portion of those businesses
continues to be appropriate. Management also believes it is
probable that NU's operating companies will recover their
investments in long-lived assets, including regulatory assets. In
addition, all material regulatory assets are earning an equity
return, except for securitized regulatory assets which are not
supported by equity. The components of NU's regulatory assets are
as follows:
---------------------------------------------------------------------
March 31, December 31,
(Millions of Dollars) 2003 2002
---------------------------------------------------------------------
Recoverable nuclear costs $ 138.5 $ 85.4
Securitized regulatory assets 1,848.0 1,891.8
Income taxes, net 294.8 331.9
Unrecovered contractual obligations 237.1 239.3
Recoverable energy costs, net 293.3 299.6
Other 21.5 61.9
---------------------------------------------------------------------
Totals $2,833.2 $2,909.9
---------------------------------------------------------------------
C. New Accounting Standards
Energy Trading and Risk Management Activities: In October 2002, the
Emerging Issues Task Force (EITF) of the Financial Accounting
Standards Board (FASB) reached consensuses on EITF Issue No. 02-3,
"Accounting for Contracts Involved in Energy Trading and Risk
Management Activities."
One consensus rescinded EITF Issue No. 98-10, "Accounting for
Contracts Involved in Energy Trading and Risk Management Activities
for Energy Trading Activities," under which Select Energy, Inc.
(Select Energy) previously accounted for energy trading activities.
This consensus requires companies engaged in energy trading
activities to discontinue fair value accounting effective January
1, 2003, for contracts that do not meet the definition of a
derivative in SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended. NU adopted this consensus
effective October 1, 2002.
The second consensus requires that companies engaged in energy
trading activities classify revenues and expenses associated with
energy trading contracts on a net basis in revenues effective
January 1, 2003. NU adopted net reporting effective July 1, 2002,
before this consensus was reached by the EITF.
The three months ended March 31, 2002, reflect net reporting. The
effects of this reporting for the three months ended March 31,
2002, which have been previously reported, are as follows:
---------------------------------------------------------------------
Operating Fuel, Purchased and
Revenues Net Interchange Power
---------------------------------------------------------------------
(Millions of Dollars)
---------------------------------------------------------------------
Operating Revenues:
As previously
reported $1,910.7 $1,352.8
Impact of
reclassification (626.2) (626.2)
---------------------------------------------------------------------
As currently
reported $1,284.5 $ 726.6
---------------------------------------------------------------------
The EITF continues to consider guidance on accounting for energy
trading activities. The EITF has proposed Issue No. 02-L,
"Reporting Gains and Losses on Derivative Instruments That Are
Subject to FASB Statement No. 133, and Not Held for Trading
Purposes." EITF Issue No. 02-L is expected to address whether or
not gains or losses on non-trading derivatives should be presented
gross as revenues and expenses or on a net basis in revenues.
Management will determine the impact, if any, that EITF Issue No.
02-L will have on the classification of revenues and expenses if
and when the EITF reaches a consensus.
Derivative Accounting: Effective January 1, 2001, NU adopted SFAS
No. 133, as amended. In April 2003, the FASB issued SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging
Activities," which amends SFAS No. 133. This new statement
incorporates interpretations that were included in FASB Derivative
Implementation Group guidance, clarifies certain conditions, and
amends other existing pronouncements. Management is evaluating the
impact of SFAS No. 149 on the consolidated financial statements,
but does not believe that there will be a significant impact as a
result of the issuance of this new statement.
Asset Retirement Obligations: In June 2001, the FASB issued SFAS
No. 143, "Accounting for Asset Retirement Obligations." This
statement requires that legal obligations associated with the
retirement of property, plant and equipment be recognized as a
liability at fair value when incurred and when a reasonable
estimate of the fair value of the liability can be made. NU
adopted SFAS No. 143 on January 1, 2003. For the adoption of SFAS
No. 143, management completed a review for potential asset
retirement obligations (AROs), and did not identify any material
AROs that have been incurred. However, management has identified
certain removal obligations which arise in the ordinary course of
business that either have a low probability of occurring or are not
material in nature. These types of obligations would be recorded
as they are incurred and relate to transmission and distribution
lines and poles, telecommunication towers, transmission cables and
certain Federal Energy Regulatory Commission or state regulatory
agency re-licensing issues.
Guarantees: In November 2002, the FASB issued FASB Interpretation
No. (FIN) 45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." FIN 45 requires that disclosures be made by a guarantor
in its interim and annual financial statements about its
obligations under certain guarantees that it has issued and
clarifies that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. FIN 45 does not
apply to certain guarantee contracts, such as residual value
guarantees provided by lessees in capital leases, guarantees that
are accounted for as derivatives, guarantees that represent
contingent consideration in a business combination, guarantees
issued between either parents and their subsidiaries or
corporations under common control, a parent's guarantee of a
subsidiary's debt to a third party, and a subsidiary's guarantee of
the debt owed to a third party by either its parent or another
subsidiary of that parent. The initial recognition and initial
measurement provisions of FIN 45 are applicable to NU on a
prospective basis to guarantees issued or modified after January 1,
2003. The adoption of the initial recognition and initial
measurement provisions of FIN 45 had no impact on NU's consolidated
financial statements.
NU provides credit assurance in the form of guarantees and letters
of credit in the normal course of business primarily for the
financial performance obligations of NU Enterprises. NU would be
required to perform under these guarantees in the event of non-
performance under these obligations by NU Enterprises. NU
currently has authorization from the Securities and Exchange
Commission to provide up to $500 million of guarantees through
September 30, 2003, and has applied for authority to increase this
amount to $750 million. At March 31, 2003, payments guaranteed by
NU, primarily on behalf of NU Enterprises, totaled $236.8 million.
Additionally, NU had $28.2 million of letters of credit outstanding
at March 31, 2003, and in conjunction with its investment in R.M.
Services, Inc., NU guarantees a $3 million line of credit through
2005. Also, in conjunction with its wholly owned subsidiary Select
Energy Services, Inc. (SESI), NU provides guarantees of
approximately $2 million in connection with SESI's issuance of debt
under arrangements with a third party financing of long-term
receivables.
D. Stock-Based Compensation
NU maintains an Employee Stock Purchase Plan and other long-term,
stock-based incentive plans under the Northeast Utilities Incentive
Plan (Incentive Plan). NU accounts for these plans under the
recognition and measurement principles of Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations. No stock-based employee compensation
cost for stock options is reflected in net income, as all options
granted under those plans had an exercise price equal to or above
the market value of the underlying common stock on the date of
grant. At this time, NU has not elected to transition to expensing
stock options under the fair value-based method of accounting for
stock-based employee compensation. The following table illustrates
the effect on net income and earnings per share (EPS) if NU had
applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee
compensation related to stock options.
---------------------------------------------------------------------
For the Three Months Ended
---------------------------------------------------------------------
(Millions of Dollars, March 31, March 31,
except per share amounts) 2003 2002
---------------------------------------------------------------------
Net income, as reported $60.2 $18.6
Total stock-based employee
compensation expense
determined under
fair value-based method for
all awards, net of related
tax effects (0.6) (1.1)
---------------------------------------------------------------------
Pro forma net income $59.6 $17.5
---------------------------------------------------------------------
Earnings per share:
Basic and fully
diluted - as reported $ 0.47 $ 0.14
Basic and fully
diluted - pro forma $ 0.47 $ 0.14
---------------------------------------------------------------------
During the first quarter of 2003, NU granted approximately 375,000
shares of restricted stock under the Incentive Plan. For the three
months ended March 31, 2003, approximately $0.1 million was
expensed related to the restricted stock. No stock options were
awarded.
E. Other Income/(Loss), Net
The pre-tax components of NU's other income/(loss), net items are
as follows:
---------------------------------------------------------------------
For the Three Months Ended
---------------------------------------------------------------------
March 31, March 31,
(Millions of Dollars) 2003 2002
---------------------------------------------------------------------
Investment write-downs $ - $(17.1)
Investment income 3.9 5.0
Other, net (3.3) (1.9)
---------------------------------------------------------------------
Totals $ 0.6 $(14.0)
---------------------------------------------------------------------
F. Sale of Customer Receivables
CL&P has an arrangement with a subsidiary of Citigroup, Inc.
(Citigroup) under which CL&P can sell up to $100 million of
accounts receivable. At March 31, 2003, CL&P had sold accounts
receivable of $60 million to Citigroup with limited recourse
through CL&P Receivables Corporation (CRC), a wholly owned
subsidiary of CL&P. Additionally, at March 31, 2003, $6.1 million
of assets were designated as collateral and restricted under the
agreement with CRC. Concentrations of credit risk to the purchaser
under this agreement with respect to the receivables are limited
due to CL&P's diverse customer base within its service territory.
At March 31, 2003, amounts sold to CRC from CL&P but not sold to
the Citigroup subsidiary totaling $155.8 million are included in
investments in securitizable assets on the consolidated balance
sheets. At March 31, 2003 and December 31, 2002, $60 million and
$40 million of accounts receivable were sold, respectively.
2. DERIVATIVE INSTRUMENTS, MARKET RISK AND RISK MANAGEMENT (NU, Select
Energy, Yankee Gas)
A. Derivative Instruments
Effective January 1, 2001, NU adopted SFAS No. 133, as amended.
Derivatives that are utilized for trading purposes are recorded at
fair value with changes in fair value included in earnings. Other
contracts that are derivatives but do not meet the definition of a
cash flow hedge and cannot be designated as being used for normal
purchases or normal sales are also recorded at fair value with
changes in fair value included in earnings. For those contracts
that meet the definition of a derivative and meet the cash flow
hedge requirements, the changes in the fair value of the effective
portion of those contracts are generally recognized in accumulated
other comprehensive income until the underlying transactions occur.
For those contracts that meet the definition of a derivative and
meet the fair value hedge requirements, the changes in fair value
of the effective portion of those contracts are generally
recognized on the balance sheet as both the hedge and the hedged
item are recorded at fair value. For contracts that meet the
definition of a derivative but do not meet the hedging
requirements, and for the ineffective portion of contracts that
meet the cash flow hedge requirements, the changes in fair value of
those contracts are recognized currently in earnings. Derivative
contracts that are entered into as a normal purchase or sale and
will result in physical delivery, and are documented as such, are
recorded under accrual accounting. For information regarding
recent accounting changes related to trading activities, see Note
1C, "New Accounting Standards," to the consolidated financial
statements.
During the first quarter of 2003, a negative $5.1 million, net of
tax, was reclassified from other comprehensive income in connection
with the consummation of the underlying hedged transactions and
recognized in earnings. A negative $0.2 million, net of tax, was
recognized in earnings for those derivatives that were determined
to be ineffective and for the ineffective portion of cash flow
hedges. Also during the first quarter of 2003, new cash flow hedge
transactions were entered into which hedge cash flows through 2005.
As a result of these new transactions and market value changes
since January 1, 2003, other comprehensive income decreased by $3.7
million, net of tax. Accumulated other comprehensive income at
March 31, 2003, was a positive $11.8 million, net of tax (increase
to equity), relating to hedged transactions, and it is estimated
that $7.2 million of this balance, net of tax, will be reclassified
as an increase to earnings within the next twelve months. Cash
flows from the hedge contracts are reported in the same category as
cash flows from the underlying hedged transaction.
The tables below summarize the derivative assets and liabilities at
March 31, 2003 and December 31, 2002. These amounts do not include
premiums paid, which are recorded as prepayments and amounted to
$20.2 million and $26.7 million at March 31, 2003 and December 31,
2002, respectively. These amounts also do not include premiums
received, which are recorded as other current liabilities and
amounted to $24.1 million and $33.9 million at March 31, 2003 and
December 31, 2002, respectively. The premium amounts relate
primarily to energy trading activities.
---------------------------------------------------------------------
At March 31, 2003
---------------------------------------------------------------------
(Millions of Dollars) Assets Liabilities Total
---------------------------------------------------------------------
Select Energy:
Trading $162.8 $(117.0) $45.8
Nontrading 3.0 (0.8) 2.2
Hedging 24.7 (7.8) 16.9
---------------------------------------------------------------------
Yankee Gas:
Hedging 2.8 - 2.8
---------------------------------------------------------------------
NU Parent:
Hedging 5.1 - 5.1
---------------------------------------------------------------------
Total $198.4 $(125.6) $72.8
---------------------------------------------------------------------
---------------------------------------------------------------------
At December 31, 2002
---------------------------------------------------------------------
(Millions of Dollars) Assets Liabilities Total
---------------------------------------------------------------------
Select Energy:
Trading $102.9 $(61.9) $41.0
Nontrading 2.9 - 2.9
Hedging 22.8 (2.0) 20.8
---------------------------------------------------------------------
Yankee Gas:
Hedging 2.3 - 2.3
---------------------------------------------------------------------
Total $130.9 $(63.9) $67.0
---------------------------------------------------------------------
Select Energy Trading: To gather market intelligence and utilize
this information in risk management activities for the wholesale
marketing business, Select Energy conducts energy trading
activities in electricity, natural gas and oil, and therefore,
experiences net open positions. Select Energy manages these open
positions with strict policies that limit its exposure to market
risk and require daily reporting to management of potential
financial exposure. Derivatives used in trading activities are
recorded at fair value and included in the consolidated balance
sheets as derivative assets or liabilities. Changes in fair value
are recognized in operating revenues in the consolidated statements
of income in the period of change. The net fair value positions of
the trading portfolio at March 31, 2003 and at December 31, 2002
were assets of $45.8 million and $41.0 million, respectively.
Select Energy's trading portfolio includes New York Mercantile
Exchange (NYMEX) futures and options, the fair value of which is
based on closing exchange prices; over-the-counter forwards and
options, the fair value of which is based on the mid-point of bid
and ask quotes; and bilateral contracts for the purchase or sale of
electricity or natural gas, the fair value of which is modeled
using available information from external sources based on recent
transactions and validated with a gas forward curve and an
estimated heat rate conversion. Select Energy's trading portfolio
also includes transmission congestion contracts. The fair value of
certain transmission congestion contracts is based on market
inputs. Market information for other transmission congestion
contracts is not available, and those contracts cannot be reliably
valued. Management believes the amounts paid for these contracts
are equal to their fair value.
Select Energy Nontrading: Nontrading derivative contracts are used
for delivery of energy related to Select Energy's retail and
wholesale marketing activities. These contracts are not entered
into for trading purposes, but are subject to fair value accounting
because these contracts are derivatives that cannot be designated
as normal purchases or sales, as defined by SFAS No. 133. These
contracts cannot be designated as normal purchases or sales either
because they are included in the New York energy market that
settles financially or because the normal purchase and sale
designation was not elected by management. The net fair values of
nontrading derivatives at March 31, 2003 and at December 31, 2002
were assets of $2.2 million and $2.9 million, respectively.
Select Energy Hedging: Select Energy utilizes derivative financial
and commodity instruments, including futures and forward contracts,
to reduce market risk associated with fluctuations in the price of
electricity and natural gas purchased to meet firm sales
commitments to certain customers. Select Energy also utilizes
derivatives, including price swap agreements, call and put option
contracts, and futures and forward contracts, to manage the market
risk associated with a portion of its anticipated retail supply
requirements. These derivatives have been designated as cash flow
hedging instruments and are used to reduce the market risk
associated with fluctuations in the price of electricity, natural
gas, or oil. A derivative that hedges exposure to the variable
cash flows of a forecasted transaction (a cash flow hedge) is
initially recorded at fair value with changes in fair value
recorded in other comprehensive income. Hedges impact earnings
when the forecasted transaction being hedged occurs, when hedge
ineffectiveness is measured and recorded, when the forecasted
transaction being hedged is no longer probable of occurring, or
when there is accumulated other comprehensive loss and the hedge
and the forecasted transaction being hedged are in a loss position
on a combined basis.
Select Energy maintains natural gas service agreements with certain
customers to supply gas at fixed prices for terms extending through
2004. Select Energy has hedged its gas supply risk under these
agreements through NYMEX futures contracts. Under these contracts,
which also extend through 2004, the purchase price of a specified
quantity of gas is effectively fixed over the term of the gas
service agreements. At March 31, 2003, the NYMEX futures contracts
had notional values of $19.6 million and were recorded at fair
value as a derivative asset of $5.4 million, net of tax, at March 31,
2003. In the first quarter of 2003 Select Energy designated
new gas futures and financial gas swaps in New England to hedge
cash flows throughout 2003 with a derivative liability value of
$1.9 million, net of tax, at March 31, 2003.
Yankee Gas Hedging: Yankee Gas maintains a master swap agreement
with a financial counterparty to purchase gas at fixed prices.
Under this master swap agreement, the purchase price of a specified
quantity of gas for two unaffiliated customers is effectively fixed
over the term of the gas service agreements with those customers
for a period of time not extending beyond 2005. At March 31, 2003,
the commodity swap agreement had a notional value of $9.1 million
and was recorded at fair value as a derivative asset of $2.8
million with an offsetting fair value of the firm commitment
recorded in current liabilities in the accompanying consolidated
balance sheets.
NU Parent Hedging: In March of 2003, NU parent entered into a
fixed to floating interest rate swap on its $263 million, 7.25
percent fixed-rate note that matures on April 1, 2012. As a
perfectly matched fair value hedge the changes in fair value of the
swap and the hedged debt instrument are recorded on the consolidated
balance sheets but are equal and offset in the consolidated
statements of income. The change in the fair value of the hedged
debt of $5.1 million, including accrued interest, is included as
long-term debt on the consolidated balance sheets. Additionally, the
resulting changes in interest payments made are recorded as
adjustments to interest expense.
B. Market Risk Information
Select Energy utilizes the sensitivity analysis methodology to
disclose quantitative information for its commodity price risks.
Sensitivity analysis provides a presentation of the potential loss
of future earnings, fair values or cash flows from market risk-
sensitive instruments over a selected time period due to one or
more hypothetical changes in commodity prices, or other similar
price changes. Under sensitivity analysis, the fair value of the
portfolio is a function of the underlying commodity, contract
prices and market prices represented by each derivative commodity
contract. For swaps, forward contracts and options, fair value
reflects management's best estimates considering over-the-counter
quotations, time value and volatility factors of the underlying
commitments. Exchange-traded futures and options are recorded at
fair value based on closing exchange prices.
Select Energy Trading Portfolio: At March 31, 2003, Select Energy
has calculated the market price resulting from a 10 percent change
in forward market prices. That 10 percent change would result in
approximately a positive or negative $0.8 million increase or
decrease in the fair value of the Select Energy trading portfolio.
In the normal course of business, Select Energy also faces risks
that are either nonfinancial or nonquantifiable. Such risks
principally include credit risk, which is not reflected in this
sensitivity analysis.
Select Energy Retail and Wholesale Marketing Portfolio: When
conducting sensitivity analyses of the change in the fair value of
Select Energy's electricity, natural gas and oil nontrading
derivatives portfolio, which would result from a hypothetical
change in the future market price of electricity, natural gas and
oil, the fair values of the contracts are determined from models
that take into account estimated future market prices of
electricity, natural gas and oil, the volatility of the market
prices in each period, as well as the time value factors of the
underlying commitments. In most instances, market prices and
volatility are determined from quoted prices on the futures
exchange.
Select Energy has determined a hypothetical change in the fair
value for its retail and wholesale marketing portfolio, which
includes cash flow hedges and electricity, natural gas and oil
contracts, assuming a 10 percent change in forward market prices.
At March 31, 2003, a 10 percent change in market price would have
resulted in an increase or decrease in fair value of approximately
$10.8 million.
The impact of a change in electricity, natural gas and oil prices
on Select Energy's retail and wholesale marketing portfolio at
March 31, 2003, is not necessarily representative of the results
that will be realized when the commodities provided for in these
contracts are physically delivered.
C. Other Risk Management Activities
Interest Rate Risk Management: NU manages its interest rate risk
exposure by maintaining a mix of fixed and variable rate debt. At
March 31, 2003, approximately 79 percent (67 percent including the
debt subject to the fixed to floating interest rate swap in
variable rate debt) of NU's long-term debt, including the current
portion and fees and interest due for spent nuclear fuel disposal
costs, is at a fixed interest rate. The remaining long-term debt
is variable-rate and is subject to interest rate risk that could
result in earnings volatility. Assuming a one percentage point
increase in NU's variable interest rates, annual interest expense
would have increased by $4.9 million. At March 31, 2003, NU parent
maintained a fixed to floating interest rate swap to manage the
risk associated with its $263 million of fixed-rate debt.
Credit Risk Management: Credit risk relates to the risk of loss
that NU would incur as a result of non-performance by
counterparties pursuant to the terms of their contractual
obligations. NU serves a wide variety of customers and suppliers
that include independent power producers, industrial companies, gas
and electric utilities, oil and gas producers, financial
institutions, and other energy marketers. Margin accounts exist
within this diverse group, and NU realizes interest receipts and
payments related to balances outstanding in these margin accounts.
This wide customer and supplier mix generates a need for a variety
of contractual structures, products and terms which, in turn,
requires NU to manage the portfolio of market risk inherent in
those transactions in a manner consistent with the parameters
established by NU's risk management process.
NU's Utility Group has a lower level of credit risk related to
providing electric and gas distribution service than NU
Enterprises.
Credit risks and market risks at NU Enterprises are monitored
regularly by a Risk Oversight Council operating outside of the
business units that create or actively manage these risk exposures
to ensure compliance with NU's stated risk management policies.
NU tracks and re-balances the risk in its portfolio in accordance
with fair value and other risk management methodologies that
utilize forward price curves in the energy markets to estimate the
size and probability of future potential exposure.
NYMEX traded futures and option contracts are guaranteed by the
NYMEX and have a lower credit risk. Select Energy has established
written credit policies with regard to its counterparties to
minimize overall credit risk on all types of transactions. These
policies require an evaluation of potential counterparties'
financial conditions (including credit ratings), collateral
requirements under certain circumstances (including cash in
advance, letters of credit, and parent guarantees), and the use of
standardized agreements, which allow for the netting of positive
and negative exposures associated with a single counterparty. This
evaluation results in establishing credit limits prior to NU
entering into trading activities. The appropriateness of these
limits is subject to continuing review. Concentrations among these
counterparties may impact NU's overall exposure to credit risk,
either positively or negatively, in that the counterparties may be
similarly affected by changes to economic, regulatory or other
conditions.
3. GOODWILL AND OTHER INTANGIBLE ASSETS
Effective January 1, 2002, NU adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," which ceased amortization of goodwill and certain
intangible assets with indefinite useful lives. SFAS No. 142 also
required that goodwill and intangible assets deemed to have indefinite
useful lives be reviewed for impairment upon adoption of SFAS No. 142
and at least annually thereafter by applying a fair value-based test.
Under SFAS No. 142, goodwill impairment is deemed to exist if the net
book value of a reporting unit exceeds its estimated fair value and if
the implied fair value of goodwill based on the estimated fair value of
the reporting unit is less than the carrying amount of the goodwill.
There were no impairments or adjustments to the goodwill balances during
the three-month periods ended March 31, 2003 and 2002.
NU's reporting units that maintain goodwill are generally consistent
with the operating segments underlying the reportable segments
identified in Note 7, "Segment Information," to the consolidated
financial statements. Consistent with the current way management
reviews the operating results of its reporting units, NU's reporting
units under the NU Enterprises reportable segment include: 1) the
wholesale marketing reporting unit, 2) the retail marketing reporting
unit, and 3) the services reporting unit. The wholesale marketing and
retail marketing reporting units are comprised of the operations of
Select Energy, Northeast Generation Company (NGC) and Holyoke Water
Power Company (HWP), and the services reporting unit is comprised of the
operations of SESI, Northeast Generation Services Company (NGS), Woods
Network Services, Inc. (Woods Network), and the nonenergy related
subsidiaries of Yankee Energy System, Inc. (Yankee). As a result, NU's
revised reporting units that maintain goodwill are as follows: Yankee
Gas, classified under the Utility Group - gas reportable segment, the
wholesale and retail marketing reporting unit and the services reporting
unit which are both classified under the NU Enterprises reportable
segment. The goodwill balances of these reporting units are included in
the table herein.
At March 31, 2003, NU maintained $321 million of goodwill that is no
longer being amortized, $17.2 million of identifiable intangible assets
and $6.8 million of intangible assets not subject to amortization,
totaling $345 million. At December 31, 2002, NU maintained $321 million
of goodwill that is no longer being amortized, $18.1 million of
identifiable intangible assets and $6.8 million of intangible assets not
subject to amortization, totaling $345.9 million. These amounts are
included on the consolidated balance sheets as goodwill and other
purchased intangible assets, net. A summary of NU's goodwill balances
at March 31, 2003 and December 31, 2002, by reportable segment and
reporting unit is as follows:
--------------------------------------------------------------------------
(Millions of Dollars) March 31, 2003 December 31, 2002
--------------------------------------------------------------------------
Utility Group - Gas:
Yankee Gas $287.6 $287.6
NU Enterprises:
Services 30.2 30.2
Wholesale and Retail Marketing 3.2 3.2
--------------------------------------------------------------------------
Totals $321.0 $321.0
--------------------------------------------------------------------------
At March 31, 2003 and December 31, 2002, NU's intangible assets and
related accumulated amortization consisted of the following:
--------------------------------------------------------------------------
At March 31, 2003
--------------------------------------------------------------------------
Gross Accumulated Net
(Millions of Dollars) Balance Amortization Balance
--------------------------------------------------------------------------
Intangible assets subject
to amortization:
Exclusivity agreement $17.7 $5.3 $12.4
Customer list 6.6 1.9 4.7
Customer backlog and
employment related
agreements 0.1 - 0.1
--------------------------------------------------------------------------
Totals $24.4 $7.2 $17.2
--------------------------------------------------------------------------
Intangible assets not subject
to amortization:
Customer relationships $ 3.8
Tradenames 3.0
--------------------------------------------
Totals $ 6.8
--------------------------------------------
--------------------------------------------------------------------------
At December 31, 2002
--------------------------------------------------------------------------
Gross Accumulated Net
(Millions of Dollars) Balance Amortization Balance
--------------------------------------------------------------------------
Intangible assets subject
to amortization:
Exclusivity agreement $17.7 $4.6 $13.1
Customer list 6.6 1.7 4.9
Customer backlog and
employment related
agreements 0.1 - 0.1
--------------------------------------------------------------------------
Totals $24.4 $6.3 $18.1
--------------------------------------------------------------------------
Intangible assets not subject
to amortization:
Customer relationships $ 3.8
Tradenames 3.0
--------------------------------------------
Totals $ 6.8
--------------------------------------------
NU recorded amortization expense of $0.9 million and $0.4 million for
the three months ended March 31, 2003 and 2002, respectively, related to
these intangible assets. Based on the current amount of intangible
assets subject to amortization, the estimated annual amortization
expense for each of the succeeding 5 years from 2004 through 2008 is
$3.6 million in 2004 through 2007 and no amortization expense in 2008.
These amounts may vary as purchase price allocations are finalized or as
acquisitions and dispositions occur in the future.
4. COMMITMENTS AND CONTINGENCIES
A. Restructuring and Rate Matters (CL&P, PSNH, WMECO)
Connecticut: Standard market design (SMD) was implemented in New
England on March 1, 2003. As part of SMD, locational marginal
pricing (LMP) is utilized to assign value and causation to
transmission congestion and line losses. Management has recorded
$15.5 million of incremental LMP costs incurred in March 2003 as
recoverable energy costs, which are regulatory assets. Management
believes that these incremental LMP costs are unavoidable, are part
of the prudent cost of providing regulated electric service in
Connecticut and that these costs are probable of recovery from its
customers. The Department of Public Utility Control (DPUC) has
directed CL&P to pursue legal remedies against its standard offer
suppliers in an effort to assign liability for incremental LMP
costs to the suppliers. The DPUC indicated that it will support
CL&P's efforts and that CL&P's failure to aggressively pursue legal
remedies may result in ultimate disallowance of recovery of LMP-
related costs. Recovery of incremental LMP costs will be allowed
through the Energy Adjustment Clause but will be subject to refund
and posting of a surety bond.
On September 27, 2001, CL&P filed its application with the DPUC
for approval of the disposition of the proceeds in the amount of
approximately $1.2 billion from the sale of the Millstone units.
The DPUC's final decision regarding this application was issued on
February 27, 2003, and decreased the amount of net proceeds used to
reduce stranded costs to $26.9 million from the $40.1 million
reduction of stranded costs included in the DPUC's draft decision.
The earnings impact of the final decision resulted in an increase
in first quarter 2003 net income of $2.6 million.
New Hampshire: On May 1, 2003, PSNH made a Stranded Cost Recovery
Charge reconciliation filing with the New Hampshire Public
Utilities Commission for the period January 1, 2002, through
December 31, 2002. This filing reconciles stranded cost revenues
against actual stranded costs with any difference being credited
against Part 3 stranded costs or deferred for future recovery.
Included in this stranded cost reconciliation filing are 1) a
calculation of the generation costs for the filing period, 2) the
Seabrook sale net proceeds calculation and 3) a request to recover,
as a non-securitized stranded cost, certain deferred costs
associated with PSNH's initial efforts to sell its fossil and
hydroelectric generation assets as was previously required by the
"Agreement to Settle PSNH Restructuring." Management does not
expect that the outcome of this docket will have a material adverse
impact on PSNH's earnings or its financial position.
Massachusetts: On March 31, 2003, WMECO filed its 2002 annual
transition cost reconciliation with the Massachusetts Department of
Telecommunications and Energy (DTE). This filing reconciled the
recovery of stranded generation costs for calendar year 2002 and
included the renegotiated purchased power contract related to the
Vermont Yankee nuclear unit. Proceedings in this docket are
expected to begin in the second half of 2003.
B. Long-Term Contractual Arrangements (Select Energy)
Select Energy maintains long-term agreements to purchase energy in
the normal course of business as part of its portfolio of resources
to meet its actual or expected sales commitments. The aggregate
amount of these purchase contracts was $5.3 billion at March 31,
2003 as follows (millions of dollars):
---------------------------------------------------------------------
Year
---------------------------------------------------------------------
2003 $3,121.0
2004 1,227.2
2005 505.5
2006 250.7
2007 210.1
---------------------------------------------------------------------
Total $5,314.5
---------------------------------------------------------------------
Select Energy's purchase contract amounts can exceed the amount
expected to be reported in fuel, purchased and net interchange
power because energy trading purchases are classified net in
revenues.
5. COMPREHENSIVE INCOME (NU, CL&P, PSNH, WMECO)
Total comprehensive income, which includes all comprehensive income
items, for NU is as follows:
--------------------------------------------------------------------------
Three Months Ended March 31,
--------------------------------------------------------------------------
(Millions of Dollars) 2003 2002
--------------------------------------------------------------------------
NU consolidated $56.4 $47.7
CL&P 25.8 20.4
PSNH 11.5 11.2
WMECO 6.2 6.9
--------------------------------------------------------------------------
Accumulated other comprehensive income fair value adjustments of NU's
qualified cash flow hedging instruments are as follows:
--------------------------------------------------------------------------
March 31, December 31,
(Millions of Dollars, Net of Tax) 2003 2002
--------------------------------------------------------------------------
Balance at beginning of period $15.5 $(36.9)
--------------------------------------------------------------------------
Hedged transactions recognized
into earnings (5.1) 17.0
Change in fair value 4.3 29.2
Cash flow transactions entered
into for the period (2.9) 6.2
--------------------------------------------------------------------------
Net change associated with the
current period hedging transactions (3.7) 52.4
--------------------------------------------------------------------------
Total fair value adjustments included
in accumulated other
comprehensive income $11.8 $ 15.5
--------------------------------------------------------------------------
Accumulated other comprehensive income items unrelated to NU's qualified
cash flow hedging instruments totaled $0.7 million in losses and $0.6
million in losses at March 31, 2003 and December 31, 2002, respectively.
These amounts relate to unrealized losses on investments in marketable
debt and equity instruments.
6. EARNINGS PER SHARE (NU)
EPS is computed based upon the weighted average number of common shares
outstanding during each period. Diluted EPS is computed on the basis of
the weighted average number of common shares outstanding plus the
potential dilutive effect if certain securities are converted into
common stock.
The following table sets forth the components of basic and fully diluted
EPS:
--------------------------------------------------------------------------
(Millions of Dollars, Three Months Ended March 31,
except share information) 2003 2002
--------------------------------------------------------------------------
Income before preferred
dividends of subsidiaries $61.6 $20.0
Preferred dividends
of subsidiaries 1.4 1.4
--------------------------------------------------------------------------
Net income $60.2 $18.6
--------------------------------------------------------------------------
Basic EPS common shares
outstanding (average) 127,013,678 129,504,005
Dilutive effect of employee
stock options 97,594 250,941
--------------------------------------------------------------------------
Fully diluted EPS common shares
outstanding (average) 127,111,272 129,754,946
--------------------------------------------------------------------------
Basic and fully diluted EPS $0.47 $0.14
--------------------------------------------------------------------------
7. SEGMENT INFORMATION (NU)
NU is organized between the Utility Group and NU Enterprises based on
the regulatory environment of each segment. The Utility Group segment,
including both electric and gas utilities, represents approximately 72
percent and 81 percent of NU's total revenues for the three months ended
March 31, 2003 and 2002, respectively, and primarily includes the
operations of the electric utilities, CL&P, PSNH and WMECO, whose
complete financial statements are included in NU's combined report on
Form 10-Q. The Utility Group - gas segment includes the operations of
Yankee Gas. Utility Group revenues from the sale of electricity and
natural gas primarily are derived from residential, commercial and
industrial customers and are not dependent on any single customer.
On January 1, 2000, Select Energy began serving one half of CL&P's
standard offer load for a four-year period ending December 31, 2003, at
fixed prices. Total Select Energy revenues from CL&P for CL&P's
standard offer load and for other transactions with CL&P, represented
approximately $177 million or 26 percent in the first quarter of 2003
and approximately $158 million or 39 percent in the first quarter of
2002, of total NU Enterprises' revenues. Total CL&P purchases from NU
Enterprises are eliminated in consolidation. Select Energy also
provides basic generation service in the New Jersey market. Select
Energy revenues related to these contracts represented $110.3 million or
16 percent of total NU Enterprises' revenues for the first quarter of
2003. Additionally, WMECO's purchases from Select Energy represented
approximately $39 million and $1 million of total NU Enterprises'
revenues in the first quarters of 2003 and 2002, respectively. No other
individual customer represented in excess of 10 percent of NU
Enterprises' revenues for the first quarter of 2003 or 2002.
The NU Enterprises segment includes the operations of Select Energy, a
corporation engaged in the trading, marketing, transportation, storage,
and sale of energy commodities, in both wholesale and retail markets, in
designated geographical areas; NGC, a corporation that acquires and
manages generation facilities; SESI, a provider of energy management,
demand-side management and related consulting services for commercial,
industrial and institutional electric companies and electric utility
companies; NGS, a corporation that maintains and services fossil or
hydroelectric facilities and provides third-party electrical,
mechanical, and engineering contracting services; HWP, a company engaged
in the production of electric power and Woods Network.
Eliminations and other in the following table includes the results for
Mode 1 Communications, Inc., an investor in a fiber-optic communications
network, the results of the nonenergy-related subsidiaries of Yankee and
the company's investment in Acumentrics Corporation. Interest expense
included in eliminations and other primarily relates to the debt of NU
parent. Inter-segment eliminations of revenues and expenses are also
included in eliminations and other.
- -------------------------------------------------------------------------------
For the Three Months Ended March 31, 2003
- -------------------------------------------------------------------------------
Utility Group Eliminations
(Millions of --------------- NU and
Dollars) Electric Gas Enterprises Other Total
- -------------------------------------------------------------------------------
Operating
revenues $1,065.4 $152.2 $ 689.8 $(219.0) $ 1,688.4
Depreciation and
amortization (134.9) (5.7) (4.8) (0.6) (146.0)
Other operating
expenses (815.3) (116.2) (664.9) 218.0 (1,378.4)
- -------------------------------------------------------------------------------
Operating
income/(loss) 115.2 30.3 20.1 (1.6) 164.0
Interest
expense, net (43.6) (3.2) (11.2) (5.5) (63.5)
Other (loss)/
income, net (0.3) (0.5) 0.6 0.8 0.6
Income tax
(expense)/
benefit (27.4) (10.9) (4.3) 3.1 (39.5)
Preferred
dividends (1.4) - - - (1.4)
- -------------------------------------------------------------------------------
Net income/
(loss) $ 42.5 $ 15.7 $ 5.2 $ (3.2) $ 60.2
- -------------------------------------------------------------------------------
Total assets $7,369.9 $965.7 $2,056.0 $(118.4) $10,273.2
- -------------------------------------------------------------------------------
Total
investments
in plant $ 83.0 $ 9.1 $ 5.3 $ 0.6 $ 98.0
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
For the Three Months Ended March 31, 2002
- -------------------------------------------------------------------------------
Utility Group Eliminations
(Millions of --------------- NU and
Dollars) Electric Gas Enterprises Other Total
- -------------------------------------------------------------------------------
Operating
revenues $ 940.6 $104.3 $ 401.9 $(162.3) $ 1,284.5
Depreciation and
amortization (104.7) (6.6) (6.8) (0.5) (118.6)
Other operating
expenses (722.4) (72.6) (415.2) 158.6 (1,051.6)
- -------------------------------------------------------------------------------
Operating
income/(loss) 113.5 25.1 (20.1) (4.2) 114.3
Interest
expense, net (47.8) (3.8) (11.1) (4.2) (66.9)
Other income/
(loss), net 3.0 (0.5) (0.9) (15.6) (14.0)
Income tax
(expense)/
benefit (27.7) (8.3) 12.0 10.6 (13.4)
Preferred
dividends (1.4) - - - (1.4)
- -------------------------------------------------------------------------------
Net income/
(loss) $ 39.6 $ 12.5 $ (20.1) $ (13.4) $ 18.6
- -------------------------------------------------------------------------------
Total
investments
in plant $ 78.7 $ 8.4 $ 6.6 $ 3.7 $ 97.4
- -------------------------------------------------------------------------------
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
March 31, December 31,
2003 2002
---------- ------------
(Thousands of Dollars)
ASSETS
- ------
Current Assets:
Cash.................................................... $ 7,214 $ 159
Investments in securitizable assets..................... 155,759 178,908
Receivables, net........................................ 83,728 88,001
Accounts receivable from affiliated companies........... 72,276 51,060
Unbilled revenues....................................... 4,267 5,801
Notes receivable from affiliated companies.............. 30,200 1,900
Fuel, materials and supplies, at average cost........... 32,519 32,379
Prepayments and other................................... 24,681 19,407
---------- ----------
410,644 377,615
---------- ----------
Property, Plant and Equipment:
Electric utility........................................ 3,191,844 3,139,128
Less: Accumulated depreciation....................... 1,130,343 1,113,991
---------- ----------
2,061,501 2,025,137
Construction work in progress........................... 151,526 153,556
---------- ----------
2,213,027 2,178,693
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets....................................... 1,674,132 1,702,677
Prepaid pension......................................... 283,023 276,173
Other .................................................. 90,896 96,925
---------- ----------
2,048,051 2,075,775
---------- ----------
Total Assets.............................................. $4,671,722 $4,632,083
========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
March 31, December 31,
2003 2002
---------- ------------
(Thousands of Dollars)
LIABILITIES AND CAPITALIZATION
- ------------------------------
Current Liabilities:
Accounts payable....................................... $ 152,571 $ 174,890
Accounts payable to affiliated companies............... 142,493 117,904
Accrued taxes.......................................... 55,619 34,350
Accrued interest....................................... 10,008 10,077
Other.................................................. 40,578 48,495
---------- ----------
401,269 385,716
---------- ----------
Rate Reduction Bonds..................................... 1,213,541 1,245,728
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes...................... 741,845 756,461
Accumulated deferred investment tax credits............ 92,777 93,408
Deferred contractual obligations....................... 229,456 234,537
Other.................................................. 336,760 276,325
---------- ----------
1,400,838 1,360,731
---------- ----------
Capitalization:
Long-Term Debt......................................... 828,518 827,866
---------- ----------
Preferred Stock - Nonredeemable........................ 116,200 116,200
---------- ----------
Common Stockholder's Equity:
Common stock, $10 par value - authorized
24,500,000 shares; 6,035,205 shares outstanding
in 2003 and 2002.................................... 60,352 60,352
Capital surplus, paid in............................. 327,062 327,299
Retained earnings.................................... 323,868 308,554
Accumulated other comprehensive income/(loss)........ 74 (363)
---------- ----------
Common Stockholder's Equity............................ 711,356 695,842
---------- ----------
Total Capitalization..................................... 1,656,074 1,639,908
---------- ----------
Commitments and Contingencies (Note 4)
Total Liabilities and Capitalization..................... $4,671,722 $4,632,083
========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
----------------------------
2003 2002
-------------- -------------
(Thousands of Dollars)
Operating Revenues........................................... $705,916 $604,420
-------- --------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power............... 420,205 358,700
Other................................................... 75,839 70,212
Maintenance................................................ 11,178 14,524
Depreciation............................................... 25,416 23,296
Amortization of regulatory assets, net..................... 27,343 (3,031)
Amortization of rate reduction bonds....................... 27,486 28,070
Taxes other than income taxes.............................. 49,362 48,538
-------- --------
Total operating expenses................................. 636,829 540,309
-------- --------
Operating Income............................................. 69,087 64,111
Interest Expense:
Interest on long-term debt................................. 10,112 10,751
Interest on rate reduction bonds........................... 18,144 19,411
Other interest............................................. 403 247
-------- --------
Interest expense, net.................................... 28,659 30,409
-------- --------
Other Income, Net............................................ 744 3,479
-------- --------
Income Before Income Tax Expense............................. 41,172 37,181
Income Tax Expense........................................... 14,450 15,497
-------- --------
Net Income................................................... $ 26,722 $ 21,684
======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
------------------------------
2003 2002
------------- -------------
(Thousands of Dollars)
Operating Activities:
Net income................................................................ $ 26,722 $ 21,684
Adjustments to reconcile to net cash flows
provided by operating activities:
Depreciation............................................................ 25,416 23,296
Deferred income taxes and investment tax credits, net................... (21,708) (11,196)
Net (deferral)/amortization of recoverable energy costs................. (6,116) 7,558
Amortization of regulatory assets, net.................................. 54,829 25,039
Prepaid pension......................................................... (6,850) (13,225)
Net other sources of cash............................................... 46,386 29,013
Changes in working capital:
Receivables and unbilled revenues, net.................................. (15,409) 3,347
Fuel, materials and supplies............................................ (140) (1,278)
Accounts payable........................................................ 2,270 (16,731)
Accrued taxes........................................................... 21,269 1,896
Investments in securitizable assets..................................... 23,149 (3,967)
Other working capital (excludes cash)................................... (12,844) 16,501
---------- ----------
Net cash flows provided by operating activities............................. 136,974 81,937
---------- ----------
Investing Activities:
Investments in plant...................................................... (56,976) (45,935)
NU system Money Pool (lending)/borrowing.................................. (28,300) 35,850
Other investment activities, net.......................................... (900) (53,842)
---------- ----------
Net cash flows used in investing activities................................. (86,176) (63,927)
---------- ----------
Financing Activities:
Retirement of rate reduction bonds........................................ (32,187) -
Cash dividends on preferred stock......................................... (1,390) (1,390)
Cash dividends on common stock............................................ (10,018) (15,017)
Other financing activities, net........................................... (148) (130)
---------- ----------
Net cash flows used in financing activities................................. (43,743) (16,537)
---------- ----------
Net increase in cash........................................................ 7,055 1,473
Cash - beginning of period.................................................. 159 773
---------- ----------
Cash - end of period........................................................ $ 7,214 $ 2,246
========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
CL&P is a wholly owned subsidiary of NU. This discussion should be read in
conjunction with NU's management's discussion and analysis of financial
condition and results of operations, consolidated financial statements and
footnotes in this Form 10-Q and the NU 2002 Form 10-K.
RESULTS OF OPERATIONS
The components of significant income statement variances for the first
quarter of 2003 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2003 over/(under) 2002
----------------------
Amount Percent
------ -------
Operating Revenues $101 17%
Operating Expenses:
Fuel, purchased and
net interchange power 61 17
Other operation 5 8
Maintenance (3) (23)
Depreciation 2 9
Amortization of regulatory
assets, net 30 (a)
Amortization of rate reduction bonds - -
Taxes other than income taxes 1 2
---- ----
Total operating expenses 96 18
---- ----
Operating income 5 8
---- ----
Interest expense, net (2) (6)
Other income, net (3) (79)
---- ----
Income before income tax expense 4 11
Income tax expense (1) (7)
---- ----
Net income $ 5 23%
==== ====
(a) Percent greater than 100.
Operating Revenues
Operating revenues increased by $101 million or 17 percent in the first
quarter of 2003, primarily due to higher wholesale revenues ($54 million) and
higher retail revenues ($47 million). Wholesale revenues were higher
primarily due to higher market prices in 2003. Retail revenues increased
primarily due to higher retail sales. Retail kilowatt-hour sales increased
by 9.1 percent in 2003, of which 5.3 percent was related to weather.
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in the first
quarter of 2003, primarily due to higher standard offer purchases and
purchased-power costs required to meet the load requirements from the
increased retail sales.
Other Operation and Maintenance
Other O&M expenses increased by $2 million in the first quarter of 2003,
primarily due to higher administrative and general expenses resulting from a
lower pension income offset to expense ($5 million) and higher transmission
and distribution expenses ($5 million), partially offset by lower related
nuclear expenses ($8 million) as a result of the final DPUC order regarding
the CL&P Millstone use of proceeds docket.
Depreciation
Depreciation expense increased in the first quarter of 2003, primarily due to
higher utility plant balances in 2003 resulting from plant additions.
Amortization
Amortization increased in the first quarter of 2003, primarily due to higher
amortization related to the recovery of stranded costs ($43 million),
partially offset by lower amortization of the nuclear investment ($14
million).
Taxes Other Than Income Taxes
Taxes other than income taxes increased in the first quarter of 2003,
primarily due to higher gross earnings tax due to higher sales.
Interest Expense, Net
Interest expense, net decreased in the first quarter of 2003, primarily due
to lower interest on rate reduction bonds.
Other Income, Net
Other income, net decreased in the first quarter of 2003, primarily due to
lower miscellaneous non-operating income ($1 million), lower interest and
dividend income ($1 million), and higher charitable donations made in 2003
($1 million).
Income Tax Expense
Income tax expense decreased in the first quarter of 2003, primarily due to a
reduction in flow through depreciation, and an increase in state tax credits.
LIQUIDITY
In addition to its revolving credit arrangement, CL&P can access up to $100
million by selling certain of its accounts receivable. At March 31, 2003,
CL&P had $60 million of accounts receivable sold under this arrangement. At
December 31, 2002, $40 million of accounts receivable were sold. These
amounts are not reflected as obligations on the accompanying consolidated
balance sheets.
CL&P has withdrawn its application before the DPUC to fund approximately $200
million of spent nuclear fuel obligations.
CL&P's net cash flows provided by operating activities increased to $137
million in the first quarter of 2003, compared with $81.9 million during the
first quarter of 2002. Cash flows provided by operating activities increased
primarily due to the increase in the amortization of regulatory assets
related to the recovery of stranded costs and changes in working capital
items.
Financing activities decreased with the level of common dividends totaling
$10 million in the first quarter of 2003 compared to $15 million in the first
quarter of 2002.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
March 31, December 31,
2003 2002
---------- -------------
(Thousands of Dollars)
ASSETS
- ------
Current Assets:
Cash...................................................... $ 4,425 $ 5,319
Receivables, net.......................................... 70,167 68,204
Accounts receivable from affiliated companies............. 13,326 9,667
Unbilled revenues......................................... 29,821 32,004
Notes receivable from affiliated companies................ 3,300 23,000
Fuel, materials and supplies, at average cost............. 53,098 49,182
Prepayments and other..................................... 4,035 10,032
---------- ----------
178,172 197,408
---------- ----------
Property, Plant and Equipment:
Electric utility.......................................... 1,445,749 1,431,774
Other..................................................... 6,194 6,195
---------- ----------
1,451,943 1,437,969
Less: Accumulated depreciation......................... 722,747 715,800
---------- ----------
729,196 722,169
Construction work in progress............................. 55,074 50,547
---------- ----------
784,270 772,716
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets......................................... 832,361 859,871
Other .................................................... 83,218 92,280
---------- ----------
915,579 952,151
---------- ----------
Total Assets................................................ $1,878,021 $1,922,275
========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
March 31, December 31,
2003 2002
---------- -------------
(Thousands of Dollars)
LIABILITIES AND CAPITALIZATION
- ------------------------------
Current Liabilities:
Notes payable to banks................................... $ 15,000 $ -
Obligations under capital leases - current portion....... 215 206
Accounts payable......................................... 47,208 54,588
Accounts payable to affiliated companies................. 8,235 4,008
Accrued taxes............................................ 15,145 65,317
Accrued interest......................................... 14,571 11,333
Unremitted rate reduction bond collections............... 20,742 25,555
Other.................................................... 14,809 12,468
---------- -----------
135,925 173,475
---------- -----------
Rate Reduction Bonds....................................... 502,650 510,841
---------- -----------
Obligations Under Capital Leases........................... 929 986
---------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes........................ 351,413 359,910
Accumulated deferred investment tax credits.............. 2,534 2,680
Deferred contractual obligations......................... 54,958 56,165
Accrued pension.......................................... 39,708 37,933
Other.................................................... 49,458 51,170
---------- -----------
498,071 507,858
---------- -----------
Capitalization:
Long-Term Debt........................................... 407,285 407,285
---------- -----------
Common Stockholder's Equity:
Common stock, $1 par value - authorized
100,000,000 shares; 301 shares outstanding
in 2003 and 2002...................................... - -
Capital surplus, paid in............................... 126,811 126,937
Retained earnings...................................... 205,825 194,998
Accumulated other comprehensive income/(loss).......... 525 (105)
---------- -----------
Common Stockholder's Equity.............................. 333,161 321,830
---------- -----------
Total Capitalization....................................... 740,446 729,115
---------- -----------
Commitments and Contingencies (Note 4)
Total Liabilities and Capitalization....................... $1,878,021 $ 1,922,275
========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
---------------------------
2003 2002
---------------------------
(Thousands of Dollars)
Operating Revenues.......................................... $256,895 $242,381
-------- --------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power.............. 137,065 119,339
Other.................................................. 28,906 29,992
Maintenance............................................... 13,445 12,901
Depreciation.............................................. 10,607 10,069
Amortization of regulatory assets, net.................... 17,570 14,592
Amortization of rate reduction bonds...................... 9,246 15,495
Taxes other than income taxes............................. 8,673 9,243
-------- --------
Total operating expenses................................ 225,512 211,631
-------- --------
Operating Income............................................ 31,383 30,750
Interest Expense:
Interest on long-term debt................................ 3,847 4,847
Interest on rate reduction bonds.......................... 7,410 7,702
Other interest............................................ 247 182
-------- --------
Interest expense, net................................... 11,504 12,731
-------- --------
Other (Loss)/Income, Net.................................... (1,211) 97
-------- --------
Income Before Income Tax Expense............................ 18,668 18,116
Income Tax Expense.......................................... 7,841 6,387
-------- --------
Net Income.................................................. $ 10,827 $ 11,729
======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
------------------------------
2003 2002
------------- -------------
(Thousands of Dollars)
Operating activities:
Net Income.......................................................... $ 10,827 $ 11,729
Adjustments to reconcile to net cash flows
(used in)/provided by operating activities:
Depreciation...................................................... 10,607 10,069
Deferred income taxes and investment tax credits, net............. (8,256) (11,119)
Net amortization of recoverable energy costs...................... 5,847 5,548
Amortization of regulatory assets, net............................ 26,816 30,087
Net other uses of cash............................................ (1,783) (14,700)
Changes in working capital:
Receivables and unbilled revenues, net............................ (3,439) (2,121)
Fuel, materials and supplies...................................... (3,916) 1,411
Accounts payable.................................................. (3,152) 20,719
Accrued taxes..................................................... (50,172) 18,616
Other working capital (excludes cash)............................. 7,394 14,828
-------- --------
Net cash flows (used in)/provided by operating activities............. (9,227) 85,067
-------- --------
Investing Activities:
Investments in plant................................................ (21,621) (27,150)
NU system Money Pool borrowing/(lending)............................ 19,700 (30,400)
Other investment activities, net.................................... 3,493 (4,002)
-------- --------
Net cash flows provided by/(used in) investing activities............. 1,572 (61,552)
-------- --------
Financing Activities:
Issuance of rate reduction bonds.................................... - 50,000
Retirement of rate reduction bonds.................................. (8,191) (13,795)
Net increase/(decrease) in short-term debt.......................... 15,000 (45,500)
Cash dividends on common stock...................................... - (16,750)
Other financing activities, net..................................... (48) 3,354
-------- --------
Net cash flows provided by/(used in) financing activities............. 6,761 (22,691)
-------- --------
Net (decrease)/increase in cash....................................... (894) 824
Cash - beginning of period............................................ 5,319 1,479
-------- --------
Cash - end of period.................................................. $ 4,425 $ 2,303
======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
PSNH is a wholly owned subsidiary of NU. This discussion should be read in
conjunction with NU's management's discussion and analysis of financial
condition and results of operations, consolidated financial statements and
footnotes in this Form 10-Q and the NU 2002 Form 10-K.
RESULTS OF OPERATIONS
The components of significant income statement variances for the first
quarter of 2003 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2003 over/(under) 2002
----------------------
Amount Percent
------ -------
Operating Revenues $ 15 6%
Operating Expenses:
Fuel, purchased and
net interchange power 18 15
Other operation (1) (4)
Maintenance 1 4
Depreciation - -
Amortization of regulatory
assets, net 3 20
Amortization of rate reduction bonds (6) (40)
Taxes other than income taxes (1) (6)
---- ----
Total operating expenses 14 7
---- ----
Operating income 1 2
---- ----
Interest expense, net (1) (10)
Other income, net (1) (a)
---- ----
Income before income tax expense 1 3
Income tax expense 2 23
---- ----
Net income $ (1) (8)%
==== ====
(a) Percent greater than 100.
Operating Revenues
Total revenues increased by $15 million or 6 percent in the first quarter of
2003, as compared to the same period of 2002, primarily due to higher retail
revenue ($19 million), partially offset by lower wholesale revenue ($5
million). Retail revenue increased primarily due to higher retail sales.
Retail kilowatt-hour sales increased by 8.1 percent in 2003, of which 4.7
percent was related to the weather.
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power increased primarily as result of
the increase in retail sales due to the colder weather and increased fuel
prices in 2003.
Amortization
Amortization decreased primarily due to the scheduled amortization of
principle for the rate reduction bonds, partially offset by the increased
recovery of stranded costs.
Taxes Other Than Income Taxes
Taxes other than income taxes decreased primarily due to lower property tax.
Interest Expense, Net
Interest expense, net decreased in 2003 primarily due to lower interest costs
associated with the refinancing of the pollution control revenue bonds.
Other Income, Net
Other income, net is lower primarily due to lower income associated with the
sale of property.
Income Tax Expense
Income tax expense increased primarily due to higher book taxable income.
LIQUIDITY
PSNH's net cash flows used in operating activities totaled $9.2 million in
the first quarter of 2003, compared with net cash flows provided by operating
activities of $85 million during the first quarter of 2002. Cash flows used
in operating activities decreased primarily due to the changes in working
capital items, primarily the payment of taxes on the gain on the sale of
Seabrook.
There was a lower level of investing activities in the first quarter of 2003,
as compared with the first quarter of 2002, primarily due to borrowings from
the NU system Money Pool and a reduction in investments in plant for the
first quarter of 2003. There was also a lower level of financing activities
in the first quarter of 2003 primarily due to an increase in short-term debt.
At March 31, 2003, PSNH had $15 million borrowed under the Utility Group's
$300 million revolving credit agreement. This credit line matures in
November 2003.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
March 31, December 31,
2003 2002
------------- -------------
(Thousands of Dollars)
ASSETS
- ------
Current Assets:
Cash........................................................ $ 1 $ 123
Receivables, net............................................ 41,998 42,203
Accounts receivable from affiliated companies............... 27 6,369
Unbilled revenues........................................... 11,233 8,944
Fuel, materials and supplies, at average cost............... 2,360 1,821
Prepayments and other....................................... 1,308 1,470
----------- -----------
56,927 60,930
----------- -----------
Property, Plant and Equipment:
Electric utility............................................ 593,193 590,153
Less: Accumulated depreciation........................... 197,980 195,804
----------- -----------
395,213 394,349
Construction work in progress............................... 11,816 11,860
----------- -----------
407,029 406,209
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets........................................... 269,656 283,702
Prepaid pension............................................. 69,191 67,516
Other ...................................................... 19,578 18,304
----------- -----------
358,425 369,522
----------- -----------
Total Assets.................................................. $ 822,381 $ 836,661
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
March 31, December 31,
2003 2002
----------- ------------
(Thousands of Dollars)
LIABILITIES AND CAPITALIZATION
- ------------------------------
Current Liabilities:
Notes payable to banks................................... $ 10,000 $ 7,000
Notes payable to affiliated companies.................... 69,200 85,900
Accounts payable......................................... 16,050 17,730
Accounts payable to affiliated companies................. 11,275 6,233
Accrued taxes............................................ 7,110 4,334
Accrued interest......................................... 1,234 2,059
Other.................................................... 9,318 8,005
---------- ----------
124,187 131,261
---------- ----------
Rate Reduction Bonds....................................... 140,220 142,742
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes........................ 217,190 222,065
Accumulated deferred investment tax credits.............. 3,578 3,662
Deferred contractual obligations......................... 62,416 63,767
Other.................................................... 12,561 13,213
---------- ----------
295,745 302,707
---------- ----------
Capitalization:
Long-Term Debt........................................... 102,143 101,991
---------- ----------
Common Stockholder's Equity:
Common stock, $25 par value - authorized
1,072,471 shares; 434,653 shares outstanding
in 2003 and 2002...................................... 10,866 10,866
Capital surplus, paid in............................... 69,656 69,712
Retained earnings...................................... 79,541 77,476
Accumulated other comprehensive income/(loss).......... 23 (94)
---------- ----------
Common Stockholder's Equity.............................. 160,086 157,960
---------- ----------
Total Capitalization....................................... 262,229 259,951
---------- ----------
Commitments and Contingencies (Note 4)
Total Liabilities and Capitalization....................... $ 822,381 $ 836,661
========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
-------------------------
2003 2002
-------------------------
(Thousands of Dollars)
Operating Revenues......................................... $104,786 $ 96,005
-------- --------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power............. 53,003 50,200
Other................................................. 13,770 10,564
Maintenance.............................................. 3,134 2,918
Depreciation............................................. 3,471 3,189
Amortization of regulatory assets, net................... 11,273 7,904
Amortization of rate reduction bonds..................... 2,469 2,595
Taxes other than income taxes............................ 2,972 2,940
-------- --------
Total operating expenses........................... 90,092 80,310
-------- --------
Operating Income........................................... 14,694 15,695
Interest Expense:
Interest on long-term debt............................... 792 765
Interest on rate reduction bonds......................... 2,308 2,449
Other interest........................................... 376 358
-------- --------
Interest expense, net................................. 3,476 3,572
-------- --------
Other Loss, Net............................................ (5) (556)
-------- --------
Income Before Income Tax Expense........................... 11,213 11,567
Income Tax Expense......................................... 5,145 4,677
-------- --------
Net Income................................................. $ 6,068 $ 6,890
======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
-------------------------------
2003 2002
------------- ------------
(Thousands of Dollars)
Operating Activities:
Net income.......................................................... $ 6,068 $ 6,890
Adjustments to reconcile to net cash flows
provided by operating activities:
Depreciation...................................................... 3,471 3,189
Deferred income taxes and investment tax credits, net............. (3,795) (3,153)
Net amortization of recoverable energy costs...................... 149 722
Amortization of regulatory assets, net............................ 13,742 10,499
Prepaid pension................................................... (1,675) (3,025)
Net other uses of cash............................................ (3,596) (1,953)
Changes in working capital:
Receivables and unbilled revenues, net............................ 4,258 6,505
Fuel, materials and supplies...................................... (538) (36)
Accounts payable.................................................. 3,362 (22,644)
Accrued taxes..................................................... 2,776 9,212
Other working capital (excludes cash)............................. 765 1,087
---------- ----------
Net cash flows provided by operating activities....................... 24,987 7,293
---------- ----------
Investing Activities:
Investments in plant................................................ (4,395) (4,702)
NU system Money Pool (lending)/borrowing............................ (16,700) 18,700
Other investment activities, net.................................... (482) 620
---------- ----------
Net cash flows (used in)/provided by investing activities............. (21,577) 14,618
---------- ----------
Financing Activities:
Retirement of rate reduction bonds.................................. (2,522) (2,748)
Net increase/(decrease) in short-term debt.......................... 3,000 (15,000)
Cash dividends on common stock...................................... (4,003) (4,001)
Other financing activities, net..................................... (7) (6)
---------- ----------
Net cash flows used in financing activities........................... (3,532) (21,755)
---------- ----------
Net (decrease)/increase in cash....................................... (122) 156
Cash - beginning of period............................................ 123 599
---------- ----------
Cash - end of period.................................................. $ 1 $ 755
========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</Table>
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
WMECO is a wholly owned subsidiary of NU. This discussion should be read in
conjunction with NU's management's discussion and analysis of financial
condition and results of operations, consolidated financial statements and
footnotes in this Form 10-Q and the NU 2002 Form 10-K.
RESULTS OF OPERATIONS
The components of significant income statement variances for the first
quarter of 2003 are provided in the table below.
Income Statement Variances
(Millions of Dollars)
2003 over/(under) 2002
----------------------
Amount Percent
------ -------
Operating Revenues $ 9 9%
Operating Expenses:
Fuel, purchased and
net interchange power 3 6
Other operation 3 30
Maintenance - -
Depreciation - -
Amortization of regulatory
assets, net 4 43
Amortization of rate reduction bonds - -
Taxes other than income taxes - -
---- ----
Total operating expenses 10 12
---- ----
Operating income (1) (6)
---- ----
Interest expense, net - -
Other income, net - -
---- ----
Income before income tax expense - -
Income tax expense - -
---- ----
Net income $ (1) (12)%
==== ====
Operating Revenues
Total revenues increased by $9 million or 9 percent in the first quarter of
2003, compared with the same period in 2002, due to higher wholesale revenues
($5 million), and higher retail revenues ($4 million). Wholesale revenues
were higher primarily due to higher market prices in 2003. Retail revenues
were higher primarily due to higher retail sales. Retail sales increased by
9.2 percent, of which 4.9 percent was related to the colder weather.
Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased by $3 million or
6 percent in the first quarter of 2003, primarily due to higher standard
offer purchases as a result of the retail sales increases.
Other Operation
Other operation expenses increased $3 million in the first quarter of 2003,
due to higher administration and general expenses primarily resulting from
lower pension income ($2 million) and higher transmission expense ($1
million).
Amortization
Amortization increased in 2003, primarily due to higher amortization related
to the recovery of stranded costs.
LIQUIDITY
WMECO's net cash flows provided by operating activities increased to $25
million in the first quarter of 2003, compared with $7.3 million during the
first quarter of 2002. Cash flows provided by operating activities increased
primarily due to changes in accounts payable, offset by changes in accrued
taxes.
Financing activities decreased with the level of common dividends totaling $4
million in the first quarters of 2003 and 2002.
At March 31, 2003, WMECO had $10 million borrowed under the Utility Group's
$300 million revolving credit agreement. This credit line matures in
November 2003.
WMECO has an application pending with the DTE to issue $100 million of
unsecured long-term debt to fund its spent nuclear fuel obligations and to
reduce short-term borrowings.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The quantitative and qualitative disclosures about market risk are set forth
in "Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations," Note 2B, "Derivative Instruments, Market Risk and
Risk Management - Market Risk Information," and Note 2C, "Derivative
Instruments, Market Risk and Risk Management - Other Risk Management
Activities," to the consolidated financial statements herein.
ITEM 4. CONTROLS AND PROCEDURES
NU, CL&P, PSNH and WMECO (collectively, the companies) evaluated the design
and operation of their disclosure controls and procedures to determine
whether they are effective in ensuring that the disclosure of required
information is timely made in accordance with the Exchange Act and the rules
and forms of the Securities and Exchange Commission (SEC). These evaluations
were made under the supervision and with the participation of management,
including the companies' principal executive officer and principal financial
officer, within the 90-day period prior to the filing of this Quarterly
Report on Form 10-Q. The principal executive officer and principal financial
officer have concluded, based on their review, that the companies' disclosure
controls and procedures, as defined by Exchange Act Rules 13a-14(c) and 15(d)-
14(c), are effective to ensure that information required to be disclosed by
the companies in reports that it files under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in SEC
rules and forms. No significant changes were made to the companies' internal
controls or other factors that could significantly affect these controls
subsequent to the date of their evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
1. NRG Energy, Inc. (NRG) - Credit Rating Status
Recent changes in the credit status of NRG have impacted the contractual
relationships between NRG and CL&P, Yankee Gas and Select Energy. On July 26
and 29, 2002, the three major ratings agencies lowered the ratings of NRG to
below investment grade. Concurrently, the potential, but now postponed,
deactivation of NRG owned generating units in the state of Connecticut
further called into question NRG's financial viability and the long term
availability of power to serve CL&P's standard offer customers. On
September 16, 2002, NRG announced its failure to meet a September 13, 2002
deadline by which it was to post collateral in excess of $1 billion and that
it had not made payments on certain debt issues due on September 16, 2002.
On November 22, 2002, an involuntary bankruptcy case was filed against NRG
by seven former NRG executives. A settlement has been reached between NRG and
the former executives and was scheduled for hearing on March 27, 2003. On
March 20, 2003, CL&P filed an objection to dismissal of the involuntary case,
which objection has subsequently been withdrawn. On April 10, 2003, the
hearing originally scheduled for March 20, 2003 was held. The case is still
pending.
For further information on NRG related matters, see "Part I, Item 1 -
Business - Rates and Electric Industry Restructuring - Connecticut," and
Part I, Item 3 - Legal Proceedings," in NU's 2002 annual report on Form 10-K.
CL&P - Station Service Matter
CL&P has filed a petition for declaratory ruling with the DPUC seeking
confirmation that under State law and regulation, station service has
properly been billed to NRG and remains due and owing. In exchange for
withdrawal of CL&P's objection to the dismissal of NRG's involuntary
bankruptcy case, NRG has placed $4.2 million in an escrow account pending
resolution of the station service issue. NRG has moved for dismissal of the
DPUC petition. CL&P will be opposing NRG's motion.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Listing of Exhibits (NU)
Exhibit No. Description
----------- -----------
10.42.6 Amendment to Forsgren Employee Agreement, dated as of
April 1, 2003
10.45.6 Amendment to Grise Employment Agreement, dated as of
April 1, 2003
15 Deloitte & Touche LLP Letter Regarding Unaudited
Financial Information
99.1 Certification of Michael G. Morris, Chairman, President
and Chief Executive Officer of Northeast Utilities and
John H. Forsgren, Vice Chairman, Executive Vice President
and Chief Financial Officer of Northeast Utilities,
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, dated
May 9, 2003
(a) Listing of Exhibits (CL&P)
99.1 Certification of Cheryl W. Grise, Chief Executive Officer
of The Connecticut Light and Power Company (the
registrant) and John H. Forsgren, Executive Vice
President and Chief Financial Officer of the registrant,
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, dated
May 9, 2003
(a) Listing of Exhibits (PSNH)
99.1 Certification of Cheryl W. Grise, Chief Executive Officer
of Public Service Company of New Hampshire (the registrant)
and John H. Forsgren, Executive Vice President and Chief
Financial Officer of the registrant, pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, dated May 9, 2003
(a) Listing of Exhibits (WMECO)
99.1 Certification of Cheryl W. Grise, Chief Executive Officer
of Western Massachusetts Electric Company (the registrant)
and John H. Forsgren, Executive Vice President and Chief
Financial Officer of the registrant, pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, dated May 9, 2003
(b) Reports on Form 8-K:
NU filed a current report on Form 8-K dated January 28, 2003, disclosing:
o NU's earnings press release for the fourth quarter and full year 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHEAST UTILITIES
-------------------
Registrant
Date: May 9, 2003 By /s/ John H. Forsgren
----------- ----------------------------------
John H. Forsgren
Vice Chairman,
Executive Vice President
and Chief Financial Officer
(for the Registrant and as
Principal Financial Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael G. Morris, Chairman, President and Chief Executive Officer of
Northeast Utilities (the registrant), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ Michael G. Morris
(Signature)
Michael G. Morris
Chairman, President and Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Forsgren, Vice Chairman, Executive Vice President and Chief
Financial Officer of Northeast Utilities (the registrant), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ John H. Forsgren
(Signature)
John H. Forsgren
Vice Chairman, Executive Vice President and
Chief Financial Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CONNECTICUT LIGHT AND POWER COMPANY
---------------------------------------
Registrant
Date: May 9, 2003 By /s/ John H. Forsgren
----------- ----------------------------------
John H. Forsgren
Vice Chairman,
Executive Vice President
and Chief Financial Officer
(for the Registrant and as
Principal Financial Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cheryl W. Grise, Chief Executive Officer of The Connecticut Light and
Power Company (the registrant), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ Cheryl W. Grise
(Signature)
Cheryl W. Grise
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Forsgren, Executive Vice President and Chief Financial Officer of
The Connecticut Light and Power Company (the registrant), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ John H. Forsgren
(Signature)
John H. Forsgren
Executive Vice President and
Chief Financial Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
---------------------------------------
Registrant
Date: May 9, 2003 By /s/ John H. Forsgren
----------- ------------------------------
John H. Forsgren
Executive Vice President
and Chief Financial Officer
(for the Registrant and as
Principal Financial Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cheryl W. Grise, Chief Executive Officer of Public Service Company of New
Hampshire (the registrant), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ Cheryl W. Grise
(Signature)
Cheryl W. Grise
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Forsgren, Executive Vice President and Chief Financial Officer of
Public Service Company of New Hampshire (the registrant), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ John H. Forsgren
(Signature)
John H. Forsgren
Executive Vice President and
Chief Financial Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
--------------------------------------
Registrant
Date: May 9, 2003 By /s/ John H. Forsgren
----------- ----------------------------------
John H. Forsgren
Vice Chairman,
Executive Vice President
and Chief Financial Officer
(for the Registrant and as
Principal Financial Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cheryl W. Grise, Chief Executive Officer of Western Massachusetts Electric
Company (the registrant), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ Cheryl W. Grise
(Signature)
Cheryl W. Grise
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Forsgren, Executive Vice President and Chief Financial Officer of
Western Massachusetts Electric Company (the registrant), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ John H. Forsgren
(Signature)
John H. Forsgren
Executive Vice President and
Chief Financial Officer