EXHIBIT 13.3 1995 Annual Report Western Massachusetts Electric Company Index Contents Page - -------- ---- Balance Sheets....................................................... 2-3 Statements of Income................................................. 4 Statements of Cash Flows............................................. 5 Statements of Common Stockholder's Equity............................ 6 Notes to Financial Statements........................................ 7 Report of Independent Public Accountants............................. 26 Management's Discussion and Analysis of Financial Condition and Results of Operations................................ 27 Selected Financial Data.............................................. 33 Statements of Quarterly Financial Data............................... 33 Statistics........................................................... 34 Preferred Stockholder and Bondholder Information..................... Back Cover WESTERN MASSACHUSETTS ELECTRIC COMPANY BALANCE SHEETS - ------------------------------------------------------------------------------------ At December 31, 1995 1994 - ------------------------------------------------------------------------------------ (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric................................................ $1,234,738 $1,214,326 Less: Accumulated provision for depreciation......... 462,872 425,019 ----------- ----------- 771,866 789,307 Construction work in progress........................... 18,957 19,187 Nuclear fuel, net....................................... 31,574 38,000 ----------- ----------- Total net utility plant............................. 822,397 846,494 ----------- ----------- Other Property and Investments: Nuclear decommissioning trusts, at market............... 69,903 56,123 Investments in regional nuclear generating companies, at equity................................... 14,820 14,927 Other, at cost.......................................... 3,979 3,941 ----------- ----------- 88,702 74,991 ----------- ----------- Current Assets: Cash.................................................... 241 105 Notes receivable from affiliated companies.............. - 8,750 Receivables, less accumulated provision for uncollectible accounts of $2,230,000 in 1995 and $2,032,000 in 1994................................ 42,164 35,427 Accounts receivable from affiliated companies........... 951 1,108 Accrued utility revenues................................ 11,119 15,766 Fuel, materials, and supplies, at average cost.......... 5,114 4,829 Prepayments and other................................... 9,176 9,215 ----------- ----------- 68,765 75,200 ----------- ----------- Deferred Charges: Regulatory assets (Note 1G)<F1G>........................ 160,986 184,226 Unamortized debt expense................................ 1,496 1,733 Other................................................... - 974 ----------- ----------- 162,482 186,933 ----------- ----------- Total Assets........................................ $1,142,346 $1,183,618 =========== =========== The accompanying notes are an integral part of these financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY BALANCE SHEETS - ------------------------------------------------------------------------------------ At December 31, 1995 1994 - ------------------------------------------------------------------------------------ (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock,$25 par value--authorized and outstanding 1,072,471 shares in 1995 and 1994........ $ 26,812 $ 26,812 Capital surplus, paid in................................ 150,182 149,683 Retained earnings....................................... 115,296 111,586 ----------- ----------- Total common stockholder's equity.............. 292,290 288,081 Cumulative preferred stock-- $100 par value--authorized 1,000,000 shares; outstanding 200,000 shares in 1995 and 1994; $25 par value--authorized 3,600,000 shares; outstanding 2,300,000 shares in 1995 2,927,000 shares in 1994 Preferred stock not subject to mandatory redemption..... 53,500 68,500 Preferred stock subject to mandatory redemption......... 22,500 24,000 Long-term debt.......................................... 347,470 345,669 ----------- ----------- Total capitalization........................... 715,760 726,250 ----------- ----------- Obligations Under Capital Leases.......................... 20,855 23,852 ----------- ----------- Current Liabilities: Notes payable to affiliated company..................... 24,050 - Long-term debt and preferred stock--current portion................................................ 1,500 34,975 Obligations under capital leases--current portion................................................ 15,156 12,945 Accounts payable........................................ 14,475 20,396 Accounts payable to affiliated companies................ 11,604 17,352 Accrued taxes........................................... 1,686 5,160 Accrued interest........................................ 5,670 6,702 Other................................................... 7,768 7,584 ----------- ----------- 81,909 105,114 < 1995 Annual Report Western Massachusetts Electric Company Index Contents Page - -------- ---- Balance Sheets....................................................... 2-3 Statements of Income................................................. 4 Statements of Cash Flows............................................. 5 Statements of Common Stockholder's Equity............................ 6 Notes to Financial Statements........................................ 7 Report of Independent Public Accountants............................. 26 Management's Discussion and Analysis of Financial Condition and Results of Operations................................ 27 Selected Financial Data.............................................. 33 Statements of Quarterly Financial Data............................... 33 Statistics........................................................... 34 Preferred Stockholder and Bondholder Information..................... Back Cover WESTERN MASSACHUSETTS ELECTRIC COMPANY BALANCE SHEETS - ------------------------------------------------------------------------------------ At December 31, 1995 1994 - ------------------------------------------------------------------------------------ (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric................................................ $1,234,738 $1,214,326 Less: Accumulated provision for depreciation......... 462,872 425,019 ----------- ----------- 771,866 789,307 Construction work in progress........................... 18,957 19,187 Nuclear fuel, net....................................... 31,574 38,000 ----------- ----------- Total net utility plant............................. 822,397 846,494 ----------- ----------- Other Property and Investments: Nuclear decommissioning trusts, at market............... 69,903 56,123 Investments in regional nuclear generating companies, at equity................................... 14,820 14,927 Other, at cost.......................................... 3,979 3,941 ----------- ----------- 88,702 74,991 ----------- ----------- Current Assets: Cash.................................................... 241 105 Notes receivable from affiliated companies.............. - 8,750 Receivables, less accumulated provision for uncollectible accounts of $2,230,000 in 1995 and $2,032,000 in 1994................................ 42,164 35,427 Accounts receivable from affiliated companies........... 951 1,108 Accrued utility revenues................................ 11,119 15,766 Fuel, materials, and supplies, at average cost.......... 5,114 4,829 Prepayments and other................................... 9,176 9,215 ----------- ----------- 68,765 75,200 ----------- ----------- Deferred Charges: Regulatory assets (Note 1G)<F1G>........................ 160,986 184,226 Unamortized debt expense................................ 1,496 1,733 Other................................................... - 974 ----------- ----------- 162,482 186,933 ----------- ----------- Total Assets........................................ $1,142,346 $1,183,618 =========== =========== The accompanying notes are an integral part of these financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY BALANCE SHEETS - ------------------------------------------------------------------------------------ At December 31, 1995 1994 - ------------------------------------------------------------------------------------ (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock,$25 par value--authorized and outstanding 1,072,471 shares in 1995 and 1994........ $ 26,812 $ 26,812 Capital surplus, paid in................................ 150,182 149,683 Retained earnings....................................... 115,296 111,586 ----------- ----------- Total common stockholder's equity.............. 292,290 288,081 Cumulative preferred stock-- $100 par value--authorized 1,000,000 shares; outstanding 200,000 shares in 1995 and 1994; $25 par value--authorized 3,600,000 shares; outstanding 2,300,000 shares in 1995 2,927,000 shares in 1994 Preferred stock not subject to mandatory redemption..... 53,500 68,500 Preferred stock subject to mandatory redemption......... 22,500 24,000 Long-term debt.......................................... 347,470 345,669 ----------- ----------- Total capitalization........................... 715,760 726,250 ----------- ----------- Obligations Under Capital Leases.......................... 20,855 23,852 ----------- ----------- Current Liabilities: Notes payable to affiliated company..................... 24,050 - Long-term debt and preferred stock--current portion................................................ 1,500 34,975 Obligations under capital leases--current portion................................................ 15,156 12,945 Accounts payable........................................ 14,475 20,396 Accounts payable to affiliated companies................ 11,604 17,352 Accrued taxes........................................... 1,686 5,160 Accrued interest........................................ 5,670 6,702 Other................................................... 7,768 7,584 ----------- ----------- 81,909 105,114 ----------- ----------- Deferred Credits: Accumulated deferred income taxes (Note 1H)<F1H>........ 259,595 253,821 Accumulated deferred investment tax credits............. 26,302 27,822 Deferred contractual obligation......................... 18,814 28,572 Other................................................... 19,111 18,187 ----------- ----------- 323,822 328,402 ----------- ----------- Commitments and Contingencies (Note 10)<F10> Total Capitalization and Liabilities........... $1,142,346 $1,183,618 =========== =========== The accompanying notes are an integral part of these financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY STATEMENTS OF INCOME - ------------------------------------------------------------------------------ For the Years Ended December 31, 1995 1994 1993 - ------------------------------------------------------------------------------ (Thousands of Dollars) Operating Revenues.............................. $420,208 $421,477 $415,055 --------- --------- --------- Operating Expenses: Operation -- Fuel, purchased and net interchange power.. 86,738 67,365 67,781 Other...................................... 142,774 130,683 142,273 Maintenance................................... 37,447 35,430 34,259 Depreciation.................................. 37,924 36,885 35,751 Amortization of regulatory assets............. 19,562 29,118 29,700 Federal and state income taxes (Note 8)<F8>... 14,060 32,653 27,892 Taxes other than income taxes................. 18,639 18,403 17,051 --------- --------- --------- Total operating expenses................ 357,144 350,537 354,707 --------- --------- --------- Operating Income................................ 63,064 70,940 60,348 --------- --------- --------- Other Income: Equity in earnings of regional nuclear generating companies........................ 1,771 2,031 1,680 Other, net.................................... 1,232 3,687 4,405 Income taxes.................................. 262 (71) 23 --------- --------- --------- Other income, net....................... 3,265 5,647 6,108 --------- --------- --------- Income before interest charges.......... 66,329 76,587 66,456 --------- --------- --------- Interest Charges: Interest on long-term debt.................... 26,840 27,678 29,979 Other interest................................ 356 (548) (195) --------- --------- --------- Interest charges, net................... 27,196 27,130 29,784 --------- --------- --------- Income before cumulative effect of accounting change............................. 39,133 49,457 36,672 Cumulative effect of accounting change (Note 1A)<F1A>................................ - - 3,922 --------- --------- --------- Net Income...................................... $ 39,133 $ 49,457 $ 40,594 ========= ========= ========= The accompanying notes are an integral part of these financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------------------------- For the Years Ended December 31, 1995 1994 1993 - -------------------------------------------------------------------------------------------------- (Thousands of Dollars) Operating Activities: Net Income.................................................. $ 39,133 $ 49,457 $ 40,594 Adjustments to reconcile to net cash from operating activities: Depreciation.............................................. 37,924 36,885 35,751 Deferred income taxes and investment tax credits, net..... 3,418 10,256 918 Deferred Millstone 3 return............................... (190) (1,331) (2,516) Amortization of deferred Millstone 3 return............... 7,336 14,758 14,768 Recoverable energy costs, net of amortization............. (4,715) (8,622) 7,316 Other sources of cash..................................... 29,409 27,553 26,765 Other uses of cash........................................ (8,039) (23,701) (2,698) Changes in working capital: Receivables and accrued utility revenues.................. (1,933) 6,470 (3,728) Fuel, materials, and supplies............................. (285) 2,228 1,944 Accounts payable.......................................... (11,669) 8,239 (2,078) Accrued taxes............................................. (3,474) (1,862) (3,248) Other working capital (excludes cash)..................... 1,256 (2,991) 2,433 ----------- ----------- ----------- Net cash flows from operating activities...................... 88,171 117,339 116,221 ----------- ----------- ----------- Financing Activities: Issuance of long-term debt.................................. - 90,000 113,800 Net increase (decrease) in short-term debt.................. 24,050 (6,000) (35,500) Reacquisitions and retirements of long-term debt............ (34,550) (104,169) (114,270) Reacquisitions and retirements of preferred stock........... (15,675) (7,325) (1,500) Cash dividends on preferred stock........................... (4,944) (5,897) (5,259) Cash dividends on common stock.............................. (30,223) (29,514) (28,785) ----------- ----------- ----------- Net cash flows used for financing activities.................. (61,342) (62,905) (71,514) ----------- ----------- ----------- Investment Activities: Investment in plant: Electric utility plant.................................... (27,084) (32,680) (34,592) Nuclear fuel.............................................. 75 (4,928) (2,926) ----------- ----------- ----------- Net cash flows used for investments in plant................ (27,009) (37,608) (37,518) NU System Money Pool........................................ 8,750 (8,750) - Other investment activities, net............................ (8,434) (8,156) (7,169) ----------- ----------- ----------- Net cash flows used for investments........................... (26,693) (54,514) (44,687) ----------- ----------- ----------- Net Increase (Decrease) In Cash For The Period................ 136 (80) 20 Cash - beginning of period.................................... 105 185 165 ----------- ----------- ----------- Cash - end of period.......................................... $ 241 $ 105 $ 185 =========== =========== =========== Supplemental Cash Flow Information: Cash paid during the year for: Interest, net of amounts capitalized........................ $ 25,551 $ 25,174 $ 27,277 =========== =========== =========== Income taxes................................................ $ 14,385 $ 30,040 $ 21,200 =========== =========== =========== Increase in obligations: Niantic Bay Fuel Trust...................................... $ 7,851 $ 12,237 $ 9,369 =========== =========== =========== /Table> The accompanying notes are an integral part of these financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY STATEMENTS OF COMMON STOCKHOLDER'S EQUITY - --------------------------------------------------------------------------------------- Capital Retained Common Surplus, Earnings Stock Paid In (a) Total - --------------------------------------------------------------------------------------- (Thousands of Dollars) Balance at January 1, 1993............... $26,812 $149,026 $ 91,077 $266,915 Net income for 1993.................. 40,594 40,594 Cash dividends on preferred stock.............................. (5,259) (5,259) Cash dividends on common stock....... (28,785) (28,785) Capital stock expenses, net.......... 293 293 -------- --------- --------- --------- Balance at December 31, 1993............. 26,812 149,319 97,627 273,758 Net income for 1994.................. 49,457 49,457 Cash dividends on preferred stock.............................. (5,897) (5,897) Cash dividends on common stock....... (29,514) (29,514) Loss on the retirement of preferred stock.............................. (87) (87) Capital stock expenses, net.......... 364 364 -------- --------- --------- --------- Balance at December 31, 1994............. 26,812 149,683 111,586 288,081 Net income for 1995.................. 39,133 39,133 Cash dividends on preferred stock.............................. (4,944) (4,944) Cash dividends on common stock....... (30,223) (30,223) Loss on retirement of preferred stock.............................. (256) (256) Capital stock expenses, net.......... 499 499 -------- --------- --------- --------- Balance at December 31, 1995............. $26,812 $150,182 $115,296 $292,290 ======== ========= ========= ========= (a) The company has dividend restrictions imposed by its long-term debt agreements. At December 31, 1995, these restrictions totaled approximately $21.5 million. The accompanying notes are an integral part of these financial statements. Western Massachusetts Electric Company NOTES TO FINANCIAL STATEMENTS - ---------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. PRESENTATION Western Massachusetts Electric Company (WMECO or the company), The Connecticut Light and Power Company (CL&P), Holyoke Water Power Company (HWP), Public Service Company of New Hampshire (PSNH), and North Atlantic Energy Corporation (NAEC) are the operating subsidiaries comprising the Northeast Utilities system (the system) and are wholly owned by Northeast Utilities (NU). The system furnishes retail electric service in Connecticut, New Hampshire, and western Massachusetts through CL&P, PSNH, WMECO, and HWP. A fifth subsidiary, NAEC, sells all of its capacity to PSNH. In addition to its retail service, the system furnishes firm and other wholesale electric services to various municipalities and other utilities. The system serves about 30 percent of New England's electric needs and is one of the 20 largest electric utility systems in the country as measured by revenues. Other wholly owned subsidiaries of NU provide substantial support services to the system. Northeast Utilities Service Company (NUSCO) supplies centralized accounting, administrative, data processing, engineering, financial, legal, operational, planning, purchasing, and other services to the system companies. Northeast Nuclear Energy Company (NNECO) acts as agent for system companies in operating the Millstone nuclear generating facilities. All transactions among affiliated companies are on a recovery of cost basis which may include amounts representing a return on equity, and are subject to approval by various federal and state regulatory agencies. The preparation of financial statements in conformity with generally accepted accounting principles 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 years' data have been made to conform with the current year's presentation. Property Taxes: WMECO changed its method of accounting for municipal property tax expense for its respective Connecticut properties during 1993. This one-time change increased 1993 net income by approximately $3.9 million. B. FUTURE ACCOUNTING STANDARD The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, in March 1995. SFAS 121 became effective January 1, 1996, and establishes accounting standards for evaluating and recording asset impairment. SFAS 121 requires the evaluation of long-lived assets for impairment when certain events occur or conditions exist that indicate the carrying amounts of assets may not be recoverable. Refer to Note 1G, "Regulatory Accounting," for further information on the regulatory impacts of the company's adoption of SFAS 121. C. INVESTMENTS AND JOINTLY OWNED ELECTRIC UTILITY PLANT Regional Nuclear Generating Companies: WMECO owns common stock of four regional nuclear generating companies (Yankee companies). The Yankee companies, with the company's ownership interests, are: Connecticut Yankee Atomic Power Company (CY) ........ 9.5% Yankee Atomic Electric Company (YAEC) ............... 7.0 Maine Yankee Atomic Power Company (MY) .............. 3.0 Vermont Yankee Nuclear Power Corporation (VY) ....... 2.5 WMECO's investments in the Yankee companies are accounted for on the equity basis due to the company's ability to exercise significant influence over their operating and financial policies. The electricity produced by the facilities that are operating is committed substantially on the basis of ownership interests and is billed pursuant to contractual agreements. Under ownership agreements with the Yankee companies, WMECO may be asked to provide direct or indirect financial support for one or more of the companies. For more information on these agreements, see Note 10E, "Commitments and Contingencies - Long-Term Contractual Arrangements." YAEC's nuclear power plant was shut down permanently on February 26, 1992. For more information on the Yankee companies, see Note 3, "Nuclear Decommissioning." Millstone 1: WMECO has a 19 percent joint-ownership interest in Millstone 1, a 660-megawatt (MW) nuclear generating unit. As of December 31, 1995 and 1994, plant-in-service included approximately $87.4 million and $87.0 million, respectively, and the accumulated provision for depreciation included approximately $34.5 million and $31.4 million, respectively, for WMECO's share of Millstone 1. WMECO's share of Millstone 1 expenses is included in the corresponding operating expenses on the accompanying Statements of Income. Millstone 2: WMECO has a 19 percent joint-ownership interest in Millstone 2, an 870-MW nuclear generating unit. As of December 31, 1995 and 1994, plant-in-service included approximately $160.0 million and $159.2 million, respectively, and the accumulated provision for depreciation included approximately $45.8 million and $40.4 million, respectively, for WMECO's share of Millstone 2. WMECO's share of Millstone 2 expenses is included in the corresponding operating expenses on the accompanying Statements of Income. Millstone 3: WMECO has a 12.24 percent joint-ownership interest in Millstone 3, a 1,154-MW nuclear generating unit. As of December 31, 1995 and 1994, plant-in-service included approximately $377.7 million and $376.1 million, respectively, and the accumulated provision for depreciation included approximately $90.6 million and $83.2 million, respectively, for WMECO's share of Millstone 3. WMECO's share of Millstone 3 expenses is included in the corresponding operating expenses on the accompanying Statements of Income. D. DEPRECIATION The provision for depreciation is calculated using the straight-line method based on estimated remaining lives of depreciable utility plant-in-service, adjusted for salvage value and removal costs, as approved by the appropriate regulatory agency. Except for major facilities, depreciation factors are applied to the average plant-in-service during the period. Major facilities are depreciated from the time they are placed in service. When plant is retired from service, the original cost of plant, including costs of removal, less salvage, is charged to the accumulated provision for depreciation. The depreciation rates for the several classes of electric plant-in-service are equivalent to a composite rate of 3.1 percent in 1995, 1994, and 1993. See Note 3, "Nuclear Decommissioning," for information on nuclear plant decommissioning. E. PUBLIC UTILITY REGULATION NU is registered with the Securities and Exchange Commission (SEC) as a holding company under the Public Utility Holding Company Act of 1935 (1935 Act), and it and its subsidiaries, including the company, are subject to the provisions of the 1935 Act. Arrangements among the system companies, outside agencies, and other utilities covering inter- connections, interchange of electric power, and sales of utility property are subject to regulation by the Federal Energy Regulatory Commission (FERC) and/or the SEC. The company is subject to further regulation for rates, accounting, and other matters by the FERC and/or the Massachusetts Department of Public Utilities (DPU). F. REVENUES Other than revenues under fixed-rate agreements negotiated with certain wholesale, industrial, and commercial customers, utility revenues are based on authorized rates applied to each customer's use of electricity. In general, rates can be changed only through a formal proceeding before the appropriate regulatory commission. At the end of each accounting period, WMECO accrues an estimate for the amount of energy delivered but unbilled. G. REGULATORY ACCOUNTING The accounting policies of WMECO and the accompanying financial statements conform to generally accepted accounting principles applicable to rate-regulated enterprises and reflect the effects of the ratemaking process in accordance with SFAS 71, Accounting for the Effects of Certain Types of Regulation. Assuming a cost-of-service based regulatory structure, regulators may permit incurred costs, normally treated as expenses, to be deferred and recovered in future revenues. Through their actions, regulators may also reduce or eliminate the value of an asset, or create a liability. If any portion of the company's operations were no longer subject to the provisions of SFAS 71, as a result of a change in the cost-of-service based regulatory structure or the effects of competition, the company would be required to write off related regulatory assets and liabilities. The company would also be required to determine any impairment to other assets and write down these assets to fair value. Based on current regulation and recent regulatory decisions, and initiatives relating to competition in the system's market, the company believes that its use of regulatory accounting remains appropriate. SFAS 121 requires that any assets, including regulatory assets, which are no longer probable of recovery through future revenues, be revalued based on estimated future cash flows. If the revaluation is less than the book value of the asset, an impairment loss would be charged to earnings. As noted above, based on the current regulatory environment in the company's service area, it is not expected that SFAS 121 will have a material impact on the company's financial position or results of operations upon adoption. This conclusion may change in the future as competitive factors influence wholesale and retail pricing in the electric utility industry, or if the cost-of-service based regulatory structure were to change. For further information on the company's regulatory environment, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). The components of regulatory assets are as follows: At December 31, 1995 1994 ----------------------------------------------------------------------- (Thousands of Dollars) Income taxes, net (Note 1H) ..................... $ 87,829 $ 86,357 Unrecovered contractual obligation (Note 3) ... 18,814 28,572 Amortizable property investment - Millstone 3 ... 5,600 16,800 Recoverable energy costs (Note 1I) .............. 10,974 8,324 Deferred costs - Millstone 3 .................... - 7,836 Other ........................................... 37,769 36,337 --------- --------- $ 160,986 $ 184,226 ========= ========= H. INCOME TAXES The tax effect of temporary differences (differences between the periods in which transactions affect income in the financial statements and the periods in which they affect the determination of income subject to tax) is accounted for in accordance with the ratemaking treatment of the applicable regulatory commissions. The adoption of SFAS 109, Accounting for Income Taxes, in 1993 increased the company's net deferred tax obligation. As it is probable that the increase in deferred tax liabilities will be recovered from customers through rates, WMECO established a regulatory asset. See Note 8, "Income Tax Expense" for the components of income tax expense. The tax effect of temporary differences, including timing differences accrued under previously approved accounting standards, which give rise to the accumulated deferred tax obligation are as follows: At December 31, 1995 1994 -------------------------------------------------------------------- (Thousands of Dollars) Accelerated depreciation and other plant-related differences ........... $222,520 $214,485 Regulatory assets - income tax gross up 34,540 34,084 Other ................................. 2,535 5,252 ---------- ---------- $259,595 $253,821 ======== ======== I. RECOVERABLE ENERGY COSTS Under the Energy Policy Act of 1992 (Energy Act), WMECO is assessed for its proportionate share of the costs of decontaminating and decommissioning uranium enrichment plants owned by the United States Department of Energy (D&D assessment). The Energy Act requires that regulators treat D&D assessments as a reasonable and necessary current cost of fuel, to be fully recovered in rates, like any other fuel cost. WMECO is currently recovering these costs through rates. As of December 31, 1995, the company's total D&D deferrals were approximately $11.0 million. J. SPENT NUCLEAR FUEL DISPOSAL COSTS Under the Nuclear Waste Policy Act of 1982, WMECO must pay the United States Department of Energy (DOE) for the disposal of spent nuclear fuel and high-level radioactive waste. Fees for nuclear fuel burned on or after April 7, 1983 are billed currently to customers and paid to the DOE on a quarterly basis. For nuclear fuel used to generate electricity prior to April 7, 1983 (prior-period fuel), payment may be made anytime prior to the first delivery of spent fuel to the DOE, which may be as early as 1998. Until such payment is made, the outstanding balance will continue to accrue interest at the three-month Treasury Bill Yield Rate. At December 31, 1995, fees due to the DOE for the disposal of prior- period fuel were approximately $35.2 million, including interest costs of $19.6 million. As of December 31, 1995, all fees have been collected through rates. K. DERIVATIVE FINANCIAL INSTRUMENTS The company utilizes an interest-rate cap to manage well-defined interest-rate risk. Premiums paid for purchased interest-rate cap agreements are amortized to interest expense over the terms of the cap. Unamortized premiums are included in deferred charges. Amounts receivable under cap agreements are accrued and offset against interest expense. Any material unrealized gains or losses on interest-rate caps will be deferred until realized. For further information on derivatives, see Note 11, "Derivative Financial Instruments." 2. LEASES WMECO and CL&P finance up to $475 million of nuclear fuel for Millstone 1 and 2 and their respective shares of the nuclear fuel for Millstone 3 under the Niantic Bay Fuel Trust (NBFT) capital lease agreement. WMECO and CL&P make quarterly lease payments for the cost of nuclear fuel consumed in the reactors (based on a units-of-production method at rates which reflect estimated kilowatt-hours of energy provided) plus financing costs associated with the fuel in the reactors. Upon permanent discharge from the reactors, ownership of the nuclear fuel transfers to WMECO and CL&P. WMECO has also entered into lease agreements for the use of data processing and office equipment, vehicles, nuclear control room simulators, and office space. The provisions of these lease agreements generally provide for renewal options. The following rental payments have been charged to operating expense: Year Capital Leases Operating Leases ---- -------------- ---------------- 1995...................... $12,553,000 $6,398,000 1994...................... 13,594,000 6,485,000 1993...................... 17,280,000 6,367,000 Interest included in capital lease rental payments was $1,954,000 in 1995, $1,845,000 in 1994, and $2,090,000 in 1993. Substantially all of the capital lease rental payments were made pursuant to the nuclear fuel lease agreement. Future minimum lease payments under the nuclear fuel capital lease cannot be reasonably estimated on an annual basis due to variations in the usage of nuclear fuel. Future minimum rental payments, excluding annual nuclear fuel lease payments and executory costs, such as property taxes, state use taxes, insurance, and maintenance, under long-term noncancelable leases, as of December 31, 1995 are: Year Operating Leases ---- ---------------- (Thousands of Dollars) 1996 ............................ $ 4,600 1997 ............................ 4,300 1998 ............................ 3,300 1999 ............................ 3,100 2000 ............................ 2,900 After 2000 ...................... 12,200 ------- Future minimum lease payments ... $30,400 ======= 3. NUCLEAR DECOMMISSIONING WMECO's nuclear power plants have service lives that are expected to end during the years 2010 through 2025. Upon retirement, these units must be decommissioned. The company's 1992 decommissioning study concluded that complete and immediate dismantlement at retirement continues to be the most viable and economic method of decommissioning the three Millstone units. Decommissioning studies are reviewed and updated periodically to reflect changes in decommissioning requirements, costs, technology, and inflation. The estimated cost of decommissioning WMECO's ownership share of Millstone 1, 2, and 3, in year-end 1995 dollars, is $70.4 million, $62.3 million, and $53.7 million, respectively. These estimated costs assumed levelized collections and after-tax earnings on the Millstone decommissioning funds of 6.5 percent. The Millstone units decommissioning costs will be increased annually by escalation rates. Nuclear decommissioning costs are accrued over the expected service life of the units and are included in depreciation expense on the Statements of Income. Nuclear decommissioning costs amounted to $5.0 million in 1995, $4.8 million in 1994, and $4.6 million in 1993. Nuclear decommissioning, as a cost of removal, is included in the accumulated provision for depreciation on the Balance Sheets. At December 31, 1995, the balance in the accumulated reserve for decommissioning amounted to $69.9 million. See "Nuclear Decommissioning" in the MD&A for a discussion of changes being considered by the FASB relating to accounting for closure and removal of long-lived assets (including nuclear decommissioning). WMECO has established external decommissioning trusts through a trustee for its portion of the costs of decommissioning Millstone 1, 2, and 3. As of December 31, 1995, WMECO has collected, through rates, $47.4 million toward the future decommissioning costs of its share of the Millstone units, all of which has been transferred to external decommissioning trusts. Earnings on the decommissioning trusts increase the decommissioning trust balance and the accumulated reserve for decommissioning. Unrealized gains and losses associated with the decommissioning trusts also impact the balance of the trusts and the accumulated reserve for decommissioning. Changes in requirements or technology, the timing of funding or dismantling, or adoption of a decommissioning method other than immediate dismantlement would change decommissioning cost estimates and the amounts required to be recovered. WMECO attempts to recover sufficient amounts through its allowed rates to cover its expected decommissioning costs. Only the portion of currently estimated total decommissioning costs that has been accepted by regulatory agencies is reflected in rates of the company. Based on present estimates and assuming its nuclear units operate to the end of their respective license periods, the company expects that the decommissioning trusts will be substantially funded when the units are retired from service. WMECO, along with other New England utilities, has equity investments in the four Yankee companies. Each Yankee company owns a single nuclear generating unit with service lives that are expected to end during the years 2007 through 2012. The estimated cost, in year-end 1995 dollars, of decommissioning WMECO's ownership share of units owned and operated by CY, MY, and VY is $36.6 million, $10.6 million, and $8.7 million, respectively. Under the terms of the contracts with the Yankee companies, the shareholders-sponsors are responsible for their proportionate share of the operating costs of each unit, including decommissioning. The nuclear decommissioning costs of the Yankee companies are included as part of the cost of power purchased by WMECO. YAEC is in the process of dismantling its nuclear facility. Accelerated decommissioning of that unit has been delayed because of litigation over the Nuclear Regulatory Commission's (NRC) approval of YAEC's decommissioning plan. Effective November 1995, YAEC began billing its sponsors, including WMECO, amounts based on a revised estimate approved by the FERC that assumes decommissioning of the plant by the year 2000. This revised decommissioning estimate was based on access to the Barnwell, South Carolina low-level radioactive waste facility, changes in assumptions about earnings in decommissioning trust investments, and changes in other decommissioning cost assumptions. At December 31, 1995, the estimated remaining costs, including decommissioning, amounted to $268.8 million of which WMECO's share was approximately $18.8 million. Management expects that WMECO will continue to be allowed to recover such FERC-approved costs from its customers. Accordingly, WMECO has recognized these costs as regulatory assets, with corresponding obligations, on its Balance Sheets. 4. SHORT-TERM DEBT NU, CL&P, WMECO, HWP, NNECO, and The Rocky River Realty Company (RRR) have established a revolving-credit facility with a group of 15 banks. Under this facility, the participating companies may borrow up to an aggregate of $343 million. Individual borrowing limits as of January 1, 1996 were $150 million for NU parent, $325 million for CL&P, $60 million for WMECO, $5 million for HWP, $50 million for NNECO, and $22 million for RRR. The system companies may borrow funds on a short-term revolving basis using either fixed-rate loans or standby loans. Fixed rates are set using competitive bidding. Standby-loan rates are based upon several alternative variable rates. The system companies are obligated to pay a facility fee of 0.15 percent per annum of each bank's total commitment under the three-year portion of the facility, representing 75 percent of the total facility, plus 0.10 percent per annum of each bank's total commitment under the 364-day portion of the facility, representing 25 percent of the total facility. At December 31, 1995 and 1994, there were $42.5 million and $30 million of borrowings, respectively, under the facility, all of which had been borrowed by other system companies. Certain subsidiaries of NU, including WMECO, are members of the Northeast Utilities System Money Pool (Pool). The Pool provides a more efficient use of the cash resources of the system, and reduces outside short-term borrowings. NUSCO administers the Pool as agent for the member companies. Short-term borrowing needs of the member companies are first met with available funds of other member companies, including funds borrowed by NU parent. NU parent may lend to the Pool but may not borrow. Funds may be withdrawn from or repaid to the Pool at any time without prior notice. Investing and borrowing subsidiaries receive or pay interest based on the average daily Federal Funds rate. However, borrowings based on loans from NU parent bear interest at NU parent's cost and must be repaid based upon the terms of NU parent's original borrowing. At December 31, 1995, WMECO had $24.1 million of borrowings outstanding from the Pool. At December 31, 1994, WMECO had no borrowings from the Pool. The interest rate on borrowings from the Pool at December 31, 1995 was 4.7 percent. Maturities of WMECO's short-term debt obligations are for periods of three months or less. The amount of short-term borrowings that may be incurred by WMECO is subject to periodic approval by the SEC under the 1935 Act. In addition, the charter of WMECO contains provisions restricting the amount of short-term borrowings. Under the SEC and/or charter restrictions, the company was authorized, as of January 1, 1995, to incur short-term borrowings up to a maximum of $60 million. 5. PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION Details of preferred stock not subject to mandatory redemptions are: December 31, Shares 1995 Outstanding Redemption December 31, December 31, ------------------------- Description Price 1995 1995 1994 1993 ------------------------------------------------------------------------ (Thousands of Dollars) 7.72% Series B of 1971 $103.51 200,000 $20,000 $20,000 $20,000 1988 Adjustable Rate DARTS .... 25.00 1,340,000 33,500 48,500 53,500 ------- ------- ------- Total preferred stock not subject to mandatory redemption .... $53,500 $68,500 $73,500 ======= ======= ======= All or any part of each outstanding series of preferred stock may be redeemed by the company at any time at established redemption prices plus accrued dividends to the date of redemption. 6. PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION Details of preferred stock subject to mandatory redemption are: December 31 Shares 1995 Outstanding Redemption December 31, December 31, ------------------------- Description Price* 1995 1995 1994 1993 ------------------------------------------------------------------------ (Thousands of Dollars) 7.60% Series of 1987 $25.89 960,000 $24,000 $24,675 $27,000 Less preferred stock to be redeemed within one year, net of reacquired stock .......... 60,000 1,500 675 1,500 ------- ------- ------ Total preferred stock subject to mandatory redemption ..... $22,500 $24,000 $25,500 ======= ======= ======= *Redemption price reduces in future years. The minimum sinking-fund provisions of the 1987 Series subject to mandatory redemption at December 31, 1995, for the years 1996 through 2000, are $1.5 million per year. In case of default on sinking-fund payments, no payments may be made on any junior stock by way of dividends or otherwise (other than in shares of junior stock) so long as the default continues. If the company is in arrears in the payment of dividends on any outstanding shares of preferred stock, the company would be prohibited from redemption or purchase of less than all of the preferred stock outstanding. All or part of the 7.60% Series of 1987 may be redeemed by the company at any time at an established redemption price plus accrued dividends to the date of redemption subject to certain refunding limitations. 7. LONG-TERM DEBT Details of long-term debt outstanding are: December 31, -------------------- 1995 1994 ----------------------------------------------------------------- (Thousands of Dollars) First Mortgage Bonds: 9 1/4% Series U, due 1995 $ - $ 34,300 5 3/4% Series F, due 1997 14,700 14,850 6 3/4% Series G, due 1998 9,800 9,900 6 1/4% Series X, due 1999 40,000 40,000 6 7/8% Series W, due 2000 60,000 60,000 7 3/4% Series V, due 2002 85,000 85,000 7 3/4% Series Y, due 2024 50,000 50,000 ------ ------ Total First Mortgage Bonds 259,500 294,050 Pollution Control Notes: Tax Exempt Series A, due 2028 53,800 53,800 Fees and interest due for spent fuel disposal costs (Note 1J) 35,180 33,239 Less: Amounts due within one year - 34,300 Unamortized premium and discount, net (1,010) (1,120) -------- ---------- Long-term debt, net $347,470 $345,669 ======== ======== Long-term debt maturities and cash sinking-fund requirements on debt outstanding at December 31, 1995 for the years 1996 through 2000 are approximately $0.0, $14.7 million, $9.8 million, $40.0 million and $60.0 million, respectively. In addition, there are annual one-percent sinking- and improvement-fund requirements, currently amounting to $2.6 million for 1996 and 1997, $2.4 million for 1998 and 1999, and $2.0 million for 2000. Such sinking- and improvement-fund requirements may be satisfied by the deposit of cash or bonds by certification of property additions. All or any part of each outstanding series of first mortgage bonds may be redeemed by the company at any time at established redemption prices plus accrued interest to the date of redemption, except certain series which are subject to certain refunding limitations during their respective initial five-year redemption periods. Essentially all of the company's utility plant is subject to the lien of its first mortgage bond indenture. As of December 31, 1995 and 1994, the company has secured $53.8 million of pollution control notes with second mortgage liens on Millstone 1, junior to the liens of its first mortgage bond indenture. The average effective interest rate on the variable-rate pollution control notes was 3.7 percent for 1995 and 2.7 percent for 1994. 8. INCOME TAX EXPENSE The components of the federal and state income tax provisions are: For the Years Ended December 31, 1995 1994 1993 --------------------------------------------------------------- (Thousands of Dollars) Current income taxes: Federal..................... $ 7,419 $18,358 $22,239 State....................... 2,961 4,110 4,712 -------- ------- -------- Total current............. 10,380 22,468 26,951 ------- ------- ------- Deferred income taxes, net: Federal..................... 4,130 9,697 1,683 State...................... 1,003 2,267 664 -------- --------- --------- Total deferred............ 5,133 11,964 2,347 -------- ------- -------- Investment tax credits, net... (1,715) (1,708) (1,429) -------- -------- -------- Total income tax expense...... $13,798 $32,724 $27,869 ======= ======= ======= The components of total income tax expense are classified as follows: Income taxes charged to operating expenses......... $14,060 $32,653 $27,892 Other income taxes ........... (262) 71 (23) ------- ------- ------- Total income tax expense...... $13,798 $32,724 $27,869 ======= ======= ======= Deferred income taxes are comprised of the tax effects of temporary differences as follows: For the Years Ended December 31, 1995 1994 1993 - -------------------------------------------------------------------- (Thousands of Dollars) Depreciation, leased nuclear fuel, settlement credits and disposal costs $9,066 $7,016 $6,852 Energy adjustment clause............. (1,549) 3,598 (2,627) Nuclear plant deferrals.............. 2,468 (1,802) (1,778) Bond redemptions..................... (572) 1,535 1,200 Other................................ (4,280) 1,617 (1,300) ------ ------ -------- Deferred income taxes, net........... $5,133 $11,964 $ 2,347 ====== ======= ======= A reconciliation between income tax expense and the expected tax expense at the applicable statutory rate is as follows: For the Years Ended December 31, 1995 1994 1993 - -------------------------------------------------------------------- (Thousands of Dollars) Expected federal income tax at 35 percent of pretaxincome for................. $18,526 $28,763 $23,962 Tax effect of differences: Depreciation....................... 2,173 1,740 1,784 Amortization of deferred Millstone 3 return............... 1,665 3,347 3,341 Investment tax credit amortization. (1,715) (1,708) (1,429) State income taxes, net of federal benefit.................. 2,577 4,144 3,494 Adjustment for prior years' taxes.. (7,702) (825) - Other, net......................... (1,726) (2,737) (3,283) -------- -------- ------- Total income tax expense............. $13,798 $32,724 $27,869 ======= ======= ======= 9. EMPLOYEE BENEFITS A. PENSION BENEFITS The company participates in a uniform noncontributory-defined benefit retirement plan covering all regular system employees. Benefits are based on years of service and employees' highest eligible compensation during five consecutive years of employment. The company's direct portion of the system's pension (income)/cost, part of which was charged to utility plant, approximated $(2.7) million in 1995, $(1.0) million in 1994, and $1.2 million in 1993. The company's pension costs for 1994 and 1993 included approximately $0.8 million and $2.7 million, respectively, related to workforce-reduction programs. Currently, the company funds annually an amount at least equal to that which will satisfy the requirements of the Employee Retirement Income Security Act and the Internal Revenue Code. Pension costs are determined using market-related values of pension assets. Pension assets are invested primarily in domestic and international equity securities and bonds. The components of net pension cost for WMECO are: For the Years Ended December 31, 1995 1994 1993 ----------------------------------------------------------- (Thousand of Dollars) Service cost................... $ 1,645 $ 2,720 $ 4,702 Interest cost.................. 7,757 7,655 7,527 Return on plan assets.......... (29,798) 221 (17,272) Net amortization............... 17,669 (11,635) 6,246 ------ -------- --------- Net pension (income)/cost...... $(2,727)$ (1,039) $ 1,203 ======= ======== ======== ----------------------------------------------------------- For calculating pension cost, the following assumptions were used: For the Years Ended December 31, 1995 1994 1993 ------------------------------------------------------------------ Discount rate.................. 8.25% 7.75% 8.00% Expected long-term rate of return 8.50 8.50 8.50 Compensation/progression rate.. 5.00 4.75 5.00 The following table represents the plan's funded status reconciled to the Balance Sheets: At December 31, 1995 1994 ----------------------------------------------------------------- (Thousands of Dollars) Accumulated benefit obligation, including vested benefits at December 31, 1995 and 1994 of $84,943,000 and $80,159,000, respectively................... $ 90,154 $ 85,193 ======== ======== Projected benefit obligation..... $107,527 $ 99,667 Market value of plan assets...... 143,632 122,813 -------- -------- Market value in excess of projected benefit obligation............. 36,105 23,146 Unrecognized transition amount... (2,198) (2,433) Unrecognized prior service costs. (525) (560) Unrecognized net gain............ (32,570) (22,068) -------- --------- Prepaid/(Accrued) pension liability $ 812 $ (1,915) ========== ====== The following actuarial assumptions were used in calculating the plan's year-end funded status: At December 31, 1995 1994 ----------------------------------------------------------------- Discount rate............................ 7.50% 8.25% Compensation/progression rate............ 4.75 5.00 B. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The company provides certain health care benefits, primarily medical and dental, and life insurance benefits through a benefit plan to retired employees (referred to as SFAS 106 benefits). These benefits are available for employees retiring from the company who have met specified service requirements. For current employees and certain retirees, the total SFAS 106 benefit is limited to two times the 1993 per-retiree health care costs. The SFAS 106 obligation has been calculated based on this assumption. WMECO's direct portion of health care and life insurance costs, part of which were deferred or charged to utility plant, approximated $4.4 million in 1995 and $5.0 million in both 1994 and 1993. During 1994, the company began funding SFAS 106 postretirement costs through external trusts. The company, is funding on an annual basis, amounts that have been rate recovered and which also are tax- deductible under the Internal Revenue Code. The trust assets are invested primarily in equity securities and bonds. The components of health care and life insurance costs are: For the Years Ended December 31, 1995 1994 1993 -------------------------------------------------------------- (Thousands of Dollars) Service cost................... $ 490 $ 519 $ 659 Interest cost.................. 2,544 2,703 2,676 Return on plan assets.......... (718) 19 - Amortization of unrecognized transition obligation........ 1,641 1,641 1,703 Other amortization, net........ 473 76 - ------ ------- ------- Net health care and life insurance costs.............. $4,430 $4,958 $5,038 ====== ====== ====== ------------------------------------------------------------ For calculating WMECO's SFAS 106 benefits cost, the following assumptions were used: For the Years Ended December 31, 1995 1994 1993 ------------------------------------------------------------ Discount rate.................. 8.00% 7.75% 7.75% Long-term rate of return - Health assets, net of tax.... 5.00 5.00 5.00 Life assets.................. 8.50 8.50 8.50 The following table represents the plan's funded status reconciled to the Balance Sheets: At December 31, 1995 1994 ------------------------------------------------------------ (Thousands of Dollars) Accumulated postretirement benefit obligation of: Retirees................................$28,787 $29,619 Fully eligible active employees......... 28 28 Active employees not eligible to retire. 5,847 4,823 ------- ------- Total accumulated postretirement benefit obligation..................... 34,662 34,470 ======= ======= Market value of plan assets.............. 5,339 2,026 -------- ------- Accumulated postretirement benefit obligation in excess of plan assets... (29,323) (32,444) Unrecognized transition amount........... 27,901 29,542 Unrecognized net gain.................... (1,399) (477) ------- ------- Accrued postretirement benefit liability.$(2,821) $(3,379) ======= ======= The following actuarial assumptions were used in calculating the plan's year-end funded status: At December 31, 1995 1994 ----------------------------------------------------------------- Discount rate............................ 7.50% 8.00% Health care cost trend rate (a).......... 8.40 10.20 (a)The annual growth in per capita cost of covered health care benefits was assumed to decrease to 5.4 percent by 2001. The effect of increasing the assumed health-care-cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1995 by $2.0 million and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for the year then ended by $0.2 million. The trust holding the plan assets is subject to federal income taxes at a 35 percent tax rate. WMECO is currently recovering SFAS 106 costs, including amounts previously deferred. 10. COMMITMENTS AND CONTINGENCIES A. CONSTRUCTION PROGRAM The construction program is subject to periodic review and revision. WMECO currently forecasts construction expenditures of approximately $184.7 million for the years 1996-2000, including $30.4 million for 1996. In addition, the company estimates that nuclear fuel requirements, including nuclear fuel financed through the NBFT, will be approximately $54.9 million for the years 1996-2000, including $8.1 million for 1996. See Note 2, "Leases" for additional information about the financing of nuclear fuel. B. NUCLEAR PERFORMANCE In October 1994, Millstone 2 began a planned refueling and maintenance outage that was originally scheduled for 63 days. The outage encountered several unexpected difficulties which extended the duration of the outage until August 4, 1995. Total replacement power costs attributable to the extension of the outage for WMECO were approximately $16 million. Operation and maintenance (O&M) costs incurred during the outage were approximately $13 million, an increase of $5 million as a result of the outage extension. O&M costs associated with the refueling outage are deferred and amortized through rates for WMECO. The recovery of replacement power and O&M costs is subject to refund pending a prudence review in Massachusetts. Management does not believe the outcome of the prudence review will have a material adverse impact on the company's financial position and results of operations. In November 1995, Millstone 1 began a planned refueling and maintenance outage that was originally scheduled for 49 days. The outage has encountered several unexpected difficulties which has lengthened the duration of the outage. The impact of the outage extension is currently under review, but the unit is not expected to return to service until the mid to late part of the second quarter of 1996. The estimated costs attributable to this outage extension are replacement-power costs of $1.3 million per month and O&M costs of approximately $3.8 million. Recovery of the costs related to this outage is subject to prudence reviews by the DPU. On January 31, 1996, the NRC announced that the three Millstone nuclear power plants operated by NNECO had been placed on its "watch list" because of long-standing performance concerns. The NRC cited a number of operational problems which have arisen since 1990 at the Millstone plants. The NRC recognized that there are significant current variations in the performance of the three units. The performance concerns cited by the NRC, combined with NU's failure to maintain previous performance improvements, have resulted in the NRC requiring close monitoring of Millstone unit operations and the implementation of a corrective action program. While the NRC has not specifically restricted operations at the Millstone site, the company expects that there will be costs associated with the NRC's actions that cannot accurately be estimated at this time. C. ENVIRONMENTAL MATTERS WMECO is subject to regulation by federal, state, and local authorities with respect to air and water quality, handling the disposal of toxic substances and hazardous and solid wastes, and the handling and use of chemical products. WMECO has an active environmental auditing and training program and believes that it is in substantial compliance with current environmental laws and regulations. Environmental requirements could hinder the construction of new generating units, transmission and distribution lines, substations, and other facilities. The cumulative long-term cost impact of increasingly stringent environmental requirements cannot accurately be estimated. Changing environmental requirements could also require extensive and costly modifications to WMECO's existing generating units, and transmission and distribution systems, and could raise operating costs significantly. As a result, WMECO may incur significant additional environmental costs, greater than amounts included in cost of removal and other reserves, in connection with the generation and transmission of electricity and the storage, transportation, and disposal of by-products and wastes. WMECO may also encounter significantly increased costs to remedy the environmental effects of prior waste handling activities. WMECO has recorded a liability for what it believes, based upon information currently available, are its estimated environmental remediation costs for waste disposal sites. In most cases, additional future environmental cleanup costs are not reasonably estimable due to a number of factors, including the unknown magnitude of possible contamination, the appropriate remediation methods, the possible effects of future legislation or regulation, and the possible effects of technological changes. At December 31, 1995, the liability recorded by WMECO for its estimated environmental remediation costs, excluding any possible insurance recoveries or recoveries from third parties, amounted to approximately $1.1 million, which management has determined to be the most probable amount within the range of $1.1 million to $2.9 million. WMECO cannot estimate the potential liability for future claims, including environmental remediation costs, that may be brought against it. However, considering known facts, existing laws, and regulatory practices, management does not believe the matters disclosed above will have a material effect on WMECO's financial position or future results of operations. D. NUCLEAR INSURANCE CONTINGENCIES Under certain circumstances, in the event of a nuclear incident at one of the nuclear facilities covered by the federal government's third- party liability indemnification program, the company could be assessed in proportion to its ownership interest in each nuclear unit up to $75.5 million not to exceed $10 million per nuclear unit in any one year. The maximum assessment is to be adjusted at least every five years for inflationary changes. Based on the ownership interest in Millstone 1, 2, and 3, WMECO's maximum liability, including any additional potential assessments, would be $39.8 million per incident. In addition, through power purchase contracts with the three operating Yankee regional nuclear generating companies, WMECO would be responsible for up to an additional $11.9 million per incident. Payments for WMECO's ownership interest in nuclear generating facilities would be limited to a maximum of $6.5 million per incident per year. Insurance has been purchased to cover the primary cost of repair, replacement, or decontamination of utility property resulting from insured occurrences. WMECO is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessment against WMECO with respect to losses arising during the current policy year is approximately $2.9 million under the primary property insurance program. Insurance has been purchased to cover certain extra costs incurred in obtaining replacement power during prolonged accidental outages and the excess cost of repair, replacement, or decontamination or premature decommissioning of utility property resulting from insured occurrences. WMECO is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessments against the system with respect to losses arising during current policy years are approximately $2.0 million under the replacement power policies and $7.6 million under the excess property damage, decontamination, and decommissioning policies. The cost of a nuclear incident could exceed available insurance proceeds. Insurance has been purchased aggregating $200 million on a industry basis for coverage of worker claims. All participating reactor operators insured under this coverage are subject to retrospective assessments of $3.0 million per reactor. The maximum potential assessment against WMECO with respect to losses arising during the current policy period is approximately $2.2 million. E. LONG-TERM CONTRACTUAL ARRANGEMENTS Yankee Companies: WMECO, along with CL&P and PSNH, purchased approximately 6.7 percent of their electricity requirements pursuant to long-term contracts with the Yankee companies. Under the terms of their agreements, the companies pay their ownership (or entitlement) shares of generating costs, which include depreciation, O&M expenses, taxes, the estimated cost of decommissioning, and a return on invested capital. These costs are recorded as purchased-power expense and recovered through the companies' rates. WMECO's total cost of purchases under these contracts for the units that are operating amounted to $28.9 million in 1995, $28.8 million in 1994, and $30.2 million in 1993. See Note 1C, "Summary of Significant Accounting Policies-Investments and Jointly Owned Electric Utility Plant," and Note 3, "Nuclear Decommissioning," for more information on the Yankee companies. Nonutility Generators: WMECO has entered into two arrangements for the purchase of capacity and energy from nonutility generators. These arrangements have terms of 15 and 25 years, currently expiring in the years 2008 and 2013, and require WMECO to purchase the energy at specified prices or formula rates. For the twelve months ended December 31, 1995, approximately 13 percent of system electricity requirements was met by nonutility generators. WMECO's total cost of purchases under these arrangements amounted to $28.6 million in 1995, $27.5 million in 1994, and $13.6 million in 1993. These costs are eventually recovered through the company's rates. For additional information, see Note 1I, "Summary of Significant Accounting Policies-Recoverable Energy Costs." Hydro-Quebec: Along with other New England utilities, WMECO, CL&P, PSNH, and HWP entered into agreements to support transmission and terminal facilities to import electricity from the Hydro-Quebec system in Canada. WMECO is obligated to pay, over a 30-year period ending in 2020, its proportionate share of the annual O&M and capital costs of these facilities. The estimated annual costs of the WMECO's significant long-term contractual arrangements are as follows: 1996 1997 1998 1999 2000 ------------------------------------------------------------ (Millions of Dollars) Yankee companies..... $28.8 $27.9 $30.2 $30.7 $32.8 Nonutility generators 30.9 32.5 34.1 35.8 38.5 Hydro-Quebec......... 4.1 3.9 3.8 3.7 3.7 11. DERIVATIVE FINANCIAL INSTRUMENTS The company utilizes derivative financial instruments to manage well- defined interest-rate risk. The company does not use them for trading purposes. WMECO has entered into an interest-rate cap contract with a financial institution in order to reduce a portion of the interest-rate risk associated with its variable-rate tax-exempt pollution control revenue bond. During 1995, there was one outstanding contract held by WMECO, covering $52 million of its pollution control bond, which expired in January 1996. The contract entitled WMECO to receive from its counterparty the amount, if any by which the interest payments on a portion of its variable-rate tax-exempt pollution control revenue bond exceeds the J. J. Kenny High Grade Index. Due to its upcoming expiration, as of December 31, 1995, the total fair market value of this cap was zero. 12. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each of the following financial instruments: Cash and nuclear decommissioning trusts: The carrying amounts approximate fair value. SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, requires investments in debt and equity securities to be presented at fair value and was adopted by the company on a prospective basis as of January 1, 1994. During 1995, the investments held in the company's nuclear decommissioning trusts increased by $4.5 million as of December 31, 1995 and decreased by approximately $0.8 million as of December 31, 1994, with a corresponding offset to the accumulated provision for depreciation. The $4.5 million increase in 1995 represents cumulative gross unrealized holding gains. The cumulative gross unrealized holding losses were immaterial for 1995. The $0.8 million decrease for 1994 represents cumulative gross unrealized holding gains of $0.3 million, offset by cumulative gross unrealized holding losses of $1.1 million. There was no change in funding requirements of the trusts nor any impact on earnings as a result of the adoption of SFAS 115. Preferred stock and long-term debt: The fair value of WMECO's fixed-rate securities is based upon the quoted market price for those issues or similar issues. WMECO's adjustable rate preferred stock is assumed to have a fair value equal to its carrying value. The carrying amount of WMECO's financial instruments and the estimated fair values are as follows: Carrying Fair At December 31, 1995 Amount Value -------------------------------------------------------------- (Thousands of Dollars) Preferred stock not subject to mandatory redemption.................. $ 53,500 $ 53,700 Preferred stock subject to mandatory redemption............................ 24,000 25,085 Long-term debt - First Mortgage Bonds... 259,500 265,280 Other long-term debt.................... 88,980 88,980 - ------------------------------------------------------------------- Carrying Fair At December 31, 1994 Amount Value -------------------------------------------------------------- (Thousands of Dollars) Preferred stock not subject to mandatory redemption.................. $ 68,500 $ 66,050 Preferred stock subject to mandatory redemption............................ 24,675 24,675 Long-term debt - First Mortgage Bonds... 294,050 274,469 Other long-term debt.................... 87,039 87,039 The fair values shown above have been reported to meet the disclosure requirements and do not purport to represent the amounts at which those obligations would be settled. To the Board of Directors of Western Massachusetts Electric Company We have audited the accompanying balance sheets of Western Massachusetts Electric Company (a Massachusetts corporation and a wholly owned subsidiary of Northeast Utilities) as of December 31, 1995 and 1994, and the related statements of income, common stockholder's equity, and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Western Massachusetts Electric Company as of December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note 1A to the Financial Statements, effective January 1, 1993, Western Massachusetts Electric Company changed its method of accounting for property taxes. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Hartford, Connecticut February 16, 1996 WESTERN MASSACHUSETTS ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ---------------------------------------------------------------------- This section contains management's assessment of WMECO's (the company) financial condition and the principal factors having an impact on the results of opera- tions. The company is a wholly owned subsidiary of Northeast Utilities (NU). This discussion should be read in conjunction with the company's financial statements and footnotes. FINANCIAL CONDITION OVERVIEW Net income was approximately $39 million in 1995, a decrease of approximately $10 million, from approximately $49 million in 1994. The 1995 net income was lower as a result of higher fuel and purchased power costs and higher operation expenses, partially offset by lower income tax expense and lower amortization of regulatory assets due to the completion of the Millstone 3 phase-in costs. Retail kilowatt-hour sales fell by 0.1 percent in 1995 as a result of a flat economy in New England and mild weather in the first quarter of 1995. With the New England economy not forecasted to grow substantially during 1996, sales levels are expected to remain flat. WMECO acts as both a buyer and a seller of electricity in the highly competitive wholesale electricity market in the Northeast. Increased competition has made the renegotiation of expiring wholesale contracts, as well as the signing of new contracts, financially challenging. In the last few years WMECO has entered into several smaller long-term sales contracts which will continue through approximately the year 2005. During 1995, the Federal Energy Regulatory Commission issued a proposal for restructuring the electric-power industry, which calls for open access to transmission facilities, a standard formula for calculating rates, and full recovery of stranded investments. The impact on WMECO of this proposal, which is expected to be finalized in 1996, is not known at this time. During 1995, a Massachusetts Senate Committee and the Coalition of Northeastern Governors released their reports addressing the restructuring of the electric- power industry and its resulting impact on customers and states. Both of these reports presented the future as one in which there would be some form of continued regulation for transmission and distribution with fully competitive generation. Also in 1995, the Massachusetts Department of Public Utilities (DPU) concluded that while increased competition is in the public interest, electric utilities should have the opportunity to recover "net, nonmitigatable stranded costs" during a transition period to full competition. While such a conclusion is encouraging, there is uncertainty with regard to the final regulatory and legislative definitions of terms such as "net, nonmitigatable" and "stranded costs." WMECO is taking a proactive role in the electric-power industry's movement toward competition. In its "Customers First" plan (the plan), which was filed with the DPU in February 1996, WMECO outlined a comprehensive approach to enhancing customer satisfaction and market efficiency while moving toward full competition in the electricity marketplace. The plan calls for several significant changes in electricity pricing, the ability to introduce new products and services, the method of rate-setting, and the operation of the New England Power Pool. The plan also calls for the phase-in of supplier choices through the use of pilot programs. Management believes that a fully competitive market for electricity should begin once all issues relating to the transition from traditional utility regulation have been thoroughly addressed. In addition to the formulation of this plan and ongoing meetings with legislators, regulators and others in the industry, WMECO is moving ahead in other areas, including revenue enhancement initiatives and cost reductions, to better position itself for an increasingly competitive environment. A comprehensive companywide effort, which started in 1994, to reengineer WMECO's business and operating processes continued throughout 1995. WMECO expects that this effort will have significant positive effects on operating costs and customer service. Many of the organizational changes in the operating and service functions announced in 1995 and early 1996 are consistent with the initial recommendations of the reengineering teams. While WMECO's reengineering efforts will be reduced in 1996, implementation costs relating to the previous reengineering efforts are expected to increase. With retail electric revenues accounting for approximately 90 percent of its 1995 revenues, WMECO has continued to develop a number of initiatives to retain and serve its existing customers and to expand its retail customer base. The most visible result of these efforts is the expansion of the Retail Marketing organization. Retail Marketing's mission is to better understand the needs and concerns of WMECO's retail customer and to develop innovative approaches to addressing these issues. These initiatives include providing discounts to certain customers for signing economic development and competitive generation- based contracts, offering demand-side-management services, and providing additional products and services. WORKFORCE REDUCTIONS In January 1996, NU completed its nuclear workforce reduction plan. Approximately 220 positions were eliminated through a combination of early retirements, attrition, and layoffs. The total pretax cost of the workforce reduction to the NU system, which was recognized in 1995, was approximately $9 million. RATE MATTERS WMECO follows accounting principles in accordance with Statement of Financial Accounting Standards (SFAS) 71, "Accounting for the Effects of Certain Types of Regulation" that allows the economic effects of rate regulation to be reflected. Under these principles, regulators may permit incurred costs for certain events or transactions, which would be treated as expenses by nonregulated enterprises, to be deferred as regulatory assets and recovered in revenues at a later date. The creation of these regulatory assets has kept down electric rates in past years, at the expense of having higher rates in the future. At December 31, 1995, WMECO's regulatory assets totaled approximately $161 million. The largest regulatory assets are related to the future recovery of income taxes, nearly $88 million, and payments to the United States Department of Energy for fuel disposal, approximately $35 million. The substantial costs of amortizing these regulatory assets would hinder WMECO from competing effectively in an openly competitive electric market if customers are not required to pay such costs. Given the increasingly competitive nature of the industry and increased activity in the regulatory environment, WMECO has made the recovery of regulatory assets one of its central financial strategies, while balancing the customer's pricing needs with NU's shareholder's earnings requirements. Under its proposed settlement with the DPU (see discussion below), WMECO will be allowed to recover a significant portion of its regulatory assets during the next five years. In March 1995, the Financial Accounting Standards Board (FASB) issued SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS 121, which was effective January 1, 1996, requires assets, including regulatory assets, that are no longer probable of recovery through future revenues be charged to earnings. If future competition or regulatory actions cause any portion of its operations to no longer be subject to SFAS 71, WMECO would be required to determine the fair value of the related regulatory assets and liabilities and record any necessary write-downs. Additionally, if events create uncertainty about the recoverability of any of WMECO's remaining long-lived assets, a similar analysis would be required for those assets in accordance with SFAS 121. Under its current regulatory environment, WMECO believes that its use of SFAS 71 remains appropriate and that the adoption of SFAS 121 will not have a material impact on its financial position or results of operations. See the "Notes to Financial Statements," Note 1G, for further details on regulatory accounting. In February 1996, WMECO and the Massachusetts Attorney General proposed a settlement with the DPU, which, if approved, would continue the 2.4-percent rate reduction instituted in June 1994. The reduction would remain in effect through February 1998. Additionally, the settlement would terminate WMECO's pending reviews of its generating plant performance, any potential reviews associated with Millstone 2's 1994-1995 extended outage, and accelerate its recovery of generation assets by approximately $6 million and $10 million in 1996 and 1997, respectively. The settlement does not address the issues discussed above related to the restructuring of the electric-power industry. NUCLEAR PERFORMANCE On January 31, 1996, the Nuclear Regulatory Commission (NRC) placed Millstone 1, 2, and 3 (Millstone) on its "watch list." The NRC's action was in response to a number of performance concerns which have arisen since 1990 and a failure to resolve employee safety concerns. The NRC's action will result in close monitoring of programs and performance at Millstone to assure the development and implementation of effective corrective actions. NU's management plans to continue its extensive efforts already under way to address these concerns. Concurrent with the NRC's action, NU provided the NRC with the results of a comprehensive self-assessment review of the employee concern program at Millstone. Additionally, in January 1996, NU announced a reorganization of its nuclear operations which included the creation of a new office of Nuclear Safety and Oversight. Although the start-up of Millstone 1, which is currently in outage, will be affected by its placement on the NRC's "watch list," operations at Millstone 2 and 3 have not been restricted. NU's management expects that the increased NRC attention will inevitably have effects and costs that are not known at this time. In November 1995, Millstone 1 began a planned refueling and maintenance outage. The outage has been extended to allow NU to complete reviews required by the NRC. In response to a request by the NRC, NU is conducting a detailed review of Millstone 1's Final Safety Analysis Report and an assessment of the plant's readiness to ensure that the future operation of the plant will be conducted in accordance with the terms and conditions of its operating license and the NRC's regulations. The outage schedule is currently under review, but the unit is not expected to return to service before the mid-to-late part of the second quarter of 1996. Total replacement-power costs attributable to the Millstone 1 outage extension for WMECO are expected to be approximately $1 million per month. In addition, operation and maintenance (O&M) costs to be incurred as a result of the extension are estimated to be approximately $4 million. Replacement-power costs are recovered currently through rates. Nuclear outage O&M costs are deferred and amortized through rates. The recovery, or refund, of outage costs is subject to prudence reviews. The composite capacity factor of the five nuclear generating units that NU operates-including the Connecticut Yankee nuclear unit-was 69.9 percent in 1995, compared with 67.5 percent for 1994, and a 1995 national average of 77.6 percent. The 1995 capacity factor was impacted by an extended refueling and maintenance outage for Millstone 2. See the "Notes to Financial Statements," Note 10B, for further information on outage deferrals and recoveries. ENVIRONMENTAL MATTERS NU devotes substantial resources to identify and comply with the multitude of environmental requirements it faces. NU has active auditing programs addressing a variety of regulatory requirements, including an environmental auditing program to detect and remedy noncompliance with environmental laws or regulations. WMECO is potentially liable for environmental cleanup costs at a number of sites both inside and outside its service territory. To date, the future estimated environmental remediation liability has not been material with respect to the earnings or financial position of WMECO. At December 31, 1995, WMECO had recorded an environmental reserve amounting to approximately $1 million, the minimum amount required under SFAS 5, "Accounting for Contingencies." These costs could be significantly higher if alternative remedies become necessary. NUCLEAR DECOMMISSIONING WMECO's estimated cost to decommission its shares of Millstone 1, 2, and 3 is approximately $186 million in year-end 1995 dollars. These costs are being recognized over the lives of the respective units and a portion is being recovered through rates. The FASB is currently reviewing the accounting for closure and removal costs, including decommissioning and similar costs, for long-lived assets. If current electric-power industry accounting practices for such decommissioning costs were changed, annual provisions for decommissioning would increase and the estimated costs for decommissioning would be recorded as a liability rather than as a component of accumulated depreciation. See the "Notes to Financial Statements," Note 3, for further information on nuclear decommissioning, including WMECO's share of costs to decommission the regional nuclear generating units. LIQUIDITY AND CAPITAL RESOURCES Cash provided from operations decreased approximately $29 million in 1995, from 1994, primarily due to higher cash payments for energy, operation, and maintenance costs, and lower working capital. Cash used for financing activities was relatively flat in 1995, from 1994. Cash used for investments decreased approximately $28 million in 1995, from 1994, primarily due to a decrease in loans to other system companies under the NU system Money Pool, lower construction expenditures, and lower nuclear fuel expenditures. WMECO has entered into interest-rate-cap contracts to reduce a portion of its interest-rate risk See the "Notes to Financial Statements," Note 11, for further information on derivative financial instruments and the "Notes to Financial Statements," Notes 6, 7 and 10A, for further information on construction and long-term debt funding requirements. RESULTS OF OPERATIONS OPERATING REVENUES The components of the change in operating revenues for the past two years are provided in the table below. Change In Operating Revenues Increase/(Decrease) 1995 vs. 1994 1994 vs. 1993 - -------------------------------------------------------------------- (Millions of Dollars) Regulatory decisions $(2) $(4) Fuel and purchased power cost recoveries 7 13 Sales volume (1) (2) Other revenues (5) (1) --- --- Total revenue change $(1) $6 ==== == Revenues related to regulatory decisions decreased, primarily due to the effects of the June 1994 retail-rate reduction, partially offset by higher recoveries for demand-side-management costs. Fuel and purchased-power cost recoveries increased primarily due to higher energy costs, partially offset by lower interchange revenues. Other includes higher price discounts to customers in 1995. Operating revenues increased approximately $6 million in 1994, from 1993. Revenues related to regulatory decisions decreased, primarily due to the effects of the June 1994 retail-rate reduction, and lower recoveries for demand-side management-costs, partially offset by the July 1993 retail-rate increase. Fuel and purchased-power cost recoveries increased primarily due to higher energy interchange revenues in 1994. FUEL, PURCHASED AND NET INTERCHANGE POWER Fuel, purchased and net interchange power expense increased approximately $19 million in 1995, from 1994, primarily due to a one-time benefit in May 1994 from a rate case settlement agreement and higher energy costs in 1995 as a result of the extended Millstone 2 outage. The change in 1994, from 1993, was not significant. OTHER OPERATION AND MAINTENANCE EXPENSES Other operation and maintenance expense increased approximately $14 million in 1995, from 1994, primarily due to higher capacity charges from the regional nuclear units primarily due to Maine Yankee which was in an extended refueling outage throughout 1995, higher benefit costs, higher demand-side-management costs, higher 1995 storm costs, higher costs associated with a work stoppage, and higher outside services employed, partially offset by lower reserves for excess/obsolete inventory in 1995, and lower maintenance costs at the company's fossil units. Other operation and maintenance expenses decreased approximately $10 million in 1994, from 1993, primarily due to higher costs in 1993 associated with early- retirement programs, lower 1994 payroll and benefit costs, lower fossil-unit costs, and lower capacity charges from the regional nuclear generating units, partially offset by higher 1994 costs associated with the operation and maintenance activities of the nuclear units, higher reserves for excess/obsolete inventory at the nuclear and fossil units in 1994, and higher outside services primarily related to companywide process reengineering. AMORTIZATION OF REGULATORY ASSETS, NET Amortization of regulatory assets, net decreased approximately $10 million in 1995, from 1994, primarily due to the completion of the company's amortization of Millstone 3 phase-in costs in 1995. The change in 1994, from 1993, was not significant. FEDERAL AND STATE INCOME TAXES Federal and state income taxes decreased approximately $19 million in 1995, from 1994, primarily due to tax benefits from a favorable tax ruling, the expiration of the federal statute of limitations for 1991, and lower taxable income. Federal and state income taxes increased approximately $5 million in 1994, from 1993, primarily due to higher taxable income. OTHER INCOME, NET Other income, net decreased by approximately $2 million in 1995, from 1994, primarily because additional Millstone 3 investments were phased into rates. The change in 1994, from 1993, was not significant. INTEREST CHARGES Although the change in 1995, from 1994, was not significant, interest on long- term debt decreased approximately $2 million in 1994, from 1993, primarily due to lower average interest rates as a result of refinancing activities and lower 1994 debt levels. CUMULATIVE EFFECT OF ACCOUNTING CHANGE The cumulative effect of the accounting change of approximately $4 million in 1993 represents the one-time change in the method of accounting for Connecticut municipal property tax expense recognized in the first quarter of 1993. WESTERN MASSACHUSETTS ELECTRIC COMPANY SELECTED FINANCIAL DATA (a) 1995 1994 1993 1992 1991 - ------------------------------------------------------------------------------- (Thousands of Dollars) Operating Revenues........ $ 420,208 $ 421,477 $ 415,055 $ 410,720 $ 409,840 Operating Income.......... 63,064 70,940 60,348 60,563 59,833 Net Income................ 39,133 49,457 40,594(b) 37,022 34,637 Cash Dividends on Common Stock............ 30,223 29,514 28,785 29,536 31,499 Total Assets.............. 1,142,346 1,183,618 1,204,642 1,130,684 1,119,593 Long-Term Debt*........... 347,470 379,969 393,232 392,976 401,095 Preferred Stock Not Subject to Mandatory Redemption.... 53,500 68,500 73,500 73,500 88,500 Preferred Stock Subject to Mandatory Redemption(c). 24,000 24,675 27,000 28,500 28,502 Obligations Under Capital Leases(c)............... 36,011 36,797 36,902 41,509 44,134 (a) Reclassifications of prior years' data have been made to conform with the current year's presentation. (b) Includes the cumulative effect of change in accounting for municipal property tax expense, which increased earnings for common shares by $3.9 million. (c)Includes portion due within one year. STATEMENTS OF QUARTERLY FINANCIAL DATA (Unaudited) - -------------------------------------------------- Quarter Ended (a) -------------------------------------------- 1995 March 31 June 30 September 30 December 31 - -------------------------------------------------------------------------- Operating Revenues........ $106,684 $100,593 $107,960 $104,971 ======== ======== ======== ======== Operating Income.......... $ 18,085 $ 8,977 $ 19,799 $ 16,203 ======== ======== ======== ======== Net Income................ $ 12,076 $ 3,289 $ 14,141 $ 9,627 ======== ======== ======== ======== 1994 - --------------------------------------------------------------------------- Operating Revenues........ $112,984 $101,188 $102,597 $104,708 ======== ======== ======== ======== Operating Income.......... $ 19,732 $ 21,466 $ 11,596 $ 18,146 ======== ======== ======== ======== Net Income................ $ 13,961 $ 16,035 $ 6,395 $ 13,066 ======== ======== ======== ======== (a)Reclassifications of prior period data have been made to conform with the current presentation. WESTERN MASSACHUSETTS ELECTRIC COMPANY STATISTICS - ------------------------------------------------------------------------- Gross Electric Average Utility Plant Annual December 31, Use Per Electric (Thousands of kWh Sales Residential Customers Employees Dollars) (Millions) Customer (kWh) (Average) (December 31) - ------------------------------------------------------------------------- 1995 $1,285,269 4,846 7,243 193,964 527 1994 1,271,513 4,978 7,433 193,187 617 1993 1,242,927 4,715 7,351 192,542 657 1992 1,214,386 4,155 7,433 191,920 739 1991 1,199,362 3,780 7,494 191,692 797 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-13.4 <SEQUENCE>19 <DESCRIPTION>ANNUAL REPORT OF PSNH <TEXT> EXHIBIT 13.4 1995 Annual Report Public Service Company of New Hampshire Index Contents Page - -------- ---- Balance Sheets.............................................. 2-3 Statements of Income........................................ 4 Statements of Cash Flows.................................... 5 Statements of Common Stockholder's Equity................... 6 Notes to Financial Statements............................... 7 Report of Independent Public Accountants.................... 25 Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 26 Selected Financial Data..................................... 32 Statistics.................................................. 34 Statements of Quarterly Financial Data...................... 34 Preferred Stockholder and Bondholder Information............ Back Cover PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE BALANCE SHEETS - ------------------------------------------------------------------------------------- At December 31, 1995 1994 - ------------------------------------------------------------------------------------- (Thousands of Dollars) ASSETS - ------ Utility Plant, at cost: Electric................................................ $2,109,590 $2,038,625 Less: Accumulated provision for depreciation......... 513,244 474,129 ----------- ----------- 1,596,346 1,564,496 Unamortized acquisition costs (Note 1H)<F1H>............ 588,910 678,974 Construction work in progress........................... 15,975 17,781 Nuclear fuel, net....................................... 1,585 2,248 ----------- ----------- Total net utility plant............................. 2,202,816 2,263,499 ----------- ----------- Other Property and Investments: Nuclear decommissioning trusts, at market............... 2,436 1,815 Investments in regional nuclear generating companies and subsidiary company, at equity............ 19,300 19,551 Other, at cost.......................................... 764 394 ----------- ----------- 22,500 21,760 ----------- ----------- Current Assets: Cash.................................................... 456 322 Notes receivable from affiliated companies.............. 19,100 35,000 Receivables, less accumulated provision for uncollectible accounts of $1,582,000 in 1995 and of $2,015,000 in 1994............................. 91,535 76,173 Accounts receivable from affiliated companies........... 1,486 3,779 Accrued utility revenues................................ 33,984 36,547 Fuel, materials, and supplies, at average cost.......... 41,717 37,453 Prepayments and other................................... 11,196 20,829 ----------- ----------- 199,474 210,103 ----------- ----------- Deferred Charges: Regulatory assets (Note 1G)<F1G>........................ 434,001 292,531 Deferred receivable from affiliated company............. 33,284 33,284 Unamortized debt expense................................ 14,165 17,064 Other................................................... 3,396 7,726 ----------- ----------- 484,846 350,605 ----------- ----------- Total Assets........................................ $2,909,636 $2,845,967 =========== =========== The accompanying notes are an integral part of these financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE BALANCE SHEETS - -------------------------------------------------------------------------------------- At December 31, 1995 1994 - -------------------------------------------------------------------------------------- (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock, $1 par value--authorized and outstanding 1,000 shares in 1995 and 1994........... $ 1 $ 1 Capital surplus, paid in................................. 422,385 421,784 Retained earnings........................................ 143,039 125,034 ----------- ----------- Total common stockholder's equity............... 565,425 546,819 Cumulative preferred stock subject to mandatory redemption-- $25 par value--authorized 25,000,000 shares; outstanding 5,000,000 shares in 1995 and 1994...... 125,000 125,000 Long-term debt........................................... 686,485 905,985 ----------- ----------- Total capitalization............................ 1,376,910 1,577,804 ----------- ----------- Obligations Under Seabrook Power Contracts and Other Capital Leases.................................. 874,292 849,776 ----------- ----------- Current Liabilities: Long-term debt--current portion.......................... 172,500 94,000 Obligations under Seabrook Power Contracts and other capital leases--current portion......................... 40,996 38,191 Accounts payable......................................... 39,012 45,984 Accounts payable to affiliated companies................. 26,656 17,309 Accrued taxes............................................ 798 4,304 Accrued interest......................................... 9,648 10,496 Accrued pension benefits................................. 38,606 36,269 Other.................................................... 19,077 20,350 ----------- ----------- 347,293 266,903 ----------- ----------- Deferred Credits: Accumulated deferred income taxes (Note 1J)<F1J>......... 229,057 62,080 Accumulated deferred investment tax credits.............. 5,060 5,614 Deferred contractual obligation.......................... 18,814 28,572 Deferred revenue from affiliated company................. 33,284 33,284 Other.................................................... 24,926 21,934 ----------- ----------- 311,141 151,484 ----------- ----------- Commitments and Contingencies (Note 10)<F10> Total Capitalization and Liabilities............ $2,909,636 $2,845,967 =========== =========== The accompanying notes are an integral part of these financial statements PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF INCOME - --------------------------------------------------------------------------------- For the Years Ended December 31, 1995 1994 1993 - --------------------------------------------------------------------------------- (Thousands of Dollars) Operating Revenues.............................. $ 979,590 $ 922,039 $ 864,415 ---------- ---------- ---------- Operating Expenses: Operation -- Fuel, purchased and net interchange power.. 257,008 222,801 208,023 Other...................................... 313,390 303,271 301,534 Maintenance................................... 42,244 43,725 35,427 Depreciation.................................. 44,337 38,703 38,580 Amortization of regulatory assets, net........ 55,547 55,319 67,379 Federal and state income taxes (Note 8)<F8>... 69,758 68,088 54,087 Taxes other than income taxes................. 41,786 38,046 34,675 ---------- ---------- ---------- Total operating expenses................ 824,070 769,953 739,705 ---------- ---------- ---------- Operating Income................................ 155,520 152,086 124,710 ---------- ---------- ---------- Other Income: Equity in earnings of regional nuclear generating companies and subsidiary company.. 1,645 2,079 1,777 Other, net.................................... 3,329 629 635 Income taxes.................................. (829) (546) 3,868 ---------- ---------- ---------- Other income, net....................... 4,145 2,162 6,280 ---------- ---------- ---------- Income before interest charges.......... 159,665 154,248 130,990 ---------- ---------- ---------- Interest Charges: Interest on long-term debt.................... 76,320 76,410 77,842 Other interest................................ 90 394 911 ---------- ---------- ---------- Interest charges, net................... 76,410 76,804 78,753 ---------- ---------- ---------- Net Income...................................... $ 83,255 $ 77,444 $ 52,237 ========== ========== ========== The accompanying notes are an integral part of these financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------------------------- For the Years Ended December 31, 1995 1994 1993 - -------------------------------------------------------------------------------------------------- (Thousands of Dollars) Operating Activities: Net Income.................................................. $ 83,255 $ 77,444 $ 52,237 Adjustments to reconcile to net cash from operating activities: Depreciation.............................................. 44,337 38,703 38,580 Deferred income taxes and investment tax credits, net..... 69,986 67,047 50,027 Recoverable energy costs, net of amortization............. (15,266) (81,206) (39,654) Amortization of acquisition costs......................... 55,547 55,319 67,379 Other sources of cash..................................... 15,973 3,213 30,001 Other uses of cash........................................ - (4,456) (4,394) Changes in working capital: Receivables and accrued utility revenues.................. (10,506) (3,205) (3,161) Fuel, materials, and supplies............................. (4,264) 3,734 3,936 Accounts payable.......................................... 2,375 18,598 (2,894) Accrued taxes............................................. (3,506) 4,182 (1,602) Other working capital (excludes cash)..................... 16 742 (2,224) ----------- ----------- ----------- Net cash flows from operating activities...................... 237,947 180,115 188,231 ----------- ----------- ----------- Financing Activities: Issuance of long-term debt.................................. - - 44,800 Net decrease in short-term debt............................. - (2,500) (41,000) Reacquisitions and retirements of long-term debt............ (141,000) (94,000) (138,800) Cash dividends on preferred stock........................... (13,250) (13,250) (13,250) Cash dividends on common stock.............................. (52,000) - - ----------- ----------- ----------- Net cash flows used for financing activities.................. (206,250) (109,750) (148,250) ----------- ----------- ----------- Investment Activities: Investment in plant: Electric utility plant.................................... (46,672) (39,721) (35,360) Nuclear fuel.............................................. (184) (1,249) (614) ----------- ----------- ----------- Net cash flows used for investments in plant................ (46,856) (40,970) (35,974) NU System Money Pool........................................ 15,900 (35,000) - Other investment activities, net............................ (607) (68) (340) ----------- ----------- ----------- Net cash flows used for investments........................... (31,563) (76,038) (36,314) ----------- ----------- ----------- Net Increase (Decrease) in Cash For The Period................ 134 (5,673) 3,667 Cash - beginning of period.................................... 322 5,995 2,328 ----------- ----------- ----------- Cash - end of period.......................................... $ 456 $ 322 $ 5,995 =========== =========== =========== Supplemental Cash Flow Information: Cash paid during the year for: Interest, net of amounts capitalized........................ $ 74,543 $ 74,507 $ 75,609 =========== =========== =========== Income taxes................................................ $ 1,369 $ 167 $ 2,390 =========== =========== =========== Increase in obligations: Seabrook Power Contracts and other capital leases........... $ 28,028 $ 53,266 $ 89,492 =========== =========== =========== The accompanying notes are an integral part of these financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF COMMON STOCKHOLDER'S EQUITY - --------------------------------------------------------------------------------------- Capital Common Surplus, Retained Stock Paid In Earnings Total - --------------------------------------------------------------------------------------- (Thousands of Dollars) Balance at January 1, 1993............... $ 1 $420,762 $ 21,853 $442,616 Net income for 1993.................. 52,237 52,237 Cash dividends on preferred stock.... (13,250) (13,250) Capital stock expenses, net.......... 483 483 -------- --------- --------- --------- Balance at December 31, 1993............. 1 421,245 60,840 482,086 Net income for 1994.................. 77,444 77,444 Cash dividends on preferred stock.... (13,250) (13,250) Capital stock expenses, net.......... 539 539 -------- --------- --------- --------- Balance at December 31, 1994............. 1 421,784 125,034 546,819 Net income for 1995.................. 83,255 83,255 Cash dividends on preferred stock.... (13,250) (13,250) Cash dividends on common stock....... (52,000) (52,000) Capital stock expenses, net.......... 601 601 -------- --------- --------- --------- Balance at December 31, 1995............. $ 1 $422,385 $143,039 $565,425 ======== ========= ========= ========= The accompanying notes are an integral part of these financial statements. Public Service Company of New Hampshire NOTES TO FINANCIAL STATEMENTS - ---------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. PRESENTATION Public Service Company of New Hampshire (PSNH or the company), The Connecticut Light and Power Company (CL&P), Western Massachusetts Electric Company (WMECO), North Atlantic Energy Corporation (NAEC), and Holyoke Water Power Company (HWP) are the operating subsidiaries comprising the Northeast Utilities (NU) system (the system) and are wholly owned by NU. The system furnishes retail electric service in Connecticut, New Hampshire, and western Massachusetts through CL&P, PSNH, WMECO, and HWP. A fifth subsidiary, NAEC, sells all of its capacity to PSNH. In addition to its retail service, the system furnishes firm and other wholesale electric services to various municipalities and other utilities. The system serves about 30 percent of New England's electric needs and is one of the 20 largest electric utility systems in the country as measured by revenues. Other wholly owned subsidiaries of NU provide substantial support services to the system. Northeast Utilities Service Company (NUSCO) supplies centralized accounting, administrative, data processing, engineering, financial, legal, operational, planning, purchasing, and other services to the system companies. North Atlantic Energy Service Corporation acts as agent for CL&P and NAEC in operating the Seabrook 1 nuclear facility. Northeast Nuclear Energy Company (NNECO) acts as agent for the system companies in operating the Millstone nuclear generating facilities. All transactions among affiliated companies are on a recovery of cost basis which may include amounts representing a return on equity, and are subject to approval by various federal and state regulatory agencies. The preparation of financial statements in conformity with generally accepted accounting principles 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 years' data have been made to conform with the current year's presentation. B. FUTURE ACCOUNTING STANDARD The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, in March 1995. SFAS 121 became effective January 1, 1996, and establishes accounting standards for evaluating and recording asset impairment. SFAS 121 requires the evaluation of long-lived assets for impairment when certain events occur or conditions exist that indicate the carrying amounts of assets may not be recoverable. Refer to Note 1G, "Regulatory Accounting," for further information on the regulatory impacts of the company's adoption of SFAS 121. C. INVESTMENTS AND JOINTLY OWNED ELECTRIC UTILITY PLANT Regional Nuclear Generating Companies: PSNH owns common stock of four regional nuclear generating companies (Yankee companies). The Yankee companies, with PSNH's ownership interests, are: Connecticut Yankee Atomic Power Company (CY) ........ 5.0% Yankee Atomic Electric Company (YAEC) ............... 7.0 Maine Yankee Atomic Power Company (MY) .............. 5.0 Vermont Yankee Nuclear Power Corporation (VY) ....... 4.0 PSNH's investments in the Yankee companies are accounted for on the equity basis due to the company's ability to exercise significant influence over their operating and financial policies. The electricity produced by the facilities that are operating is committed substantially on the basis of ownership interests and is billed pursuant to contractual agreements. Under ownership agreements with the Yankee companies, PSNH may be asked to provide direct or indirect financial support for one or more of the companies. For more information on these agreements, see Note 10E, "Commitments and Contingencies - Long-term Contractual Arrangements." YAEC's nuclear power plant was shut down permanently on February 26, 1992. For more information on the Yankee companies, see Note 4, "Nuclear Decommissioning." Millstone 3: PSNH has a 2.85 percent joint-ownership interest in Millstone 3, a 1,154-megawatt (MW) nuclear generating unit. As of December 31, 1995 and 1994, plant-in-service included approximately $118.6 million and $118.3 million, respectively, and the accumulated provision for depreciation included approximately $26.5 million and $24.2 million, respectively, for PSNH's share of Millstone 3. PSNH's share of Millstone 3 expenses is included in the corresponding operating expenses on the accompanying Statements of Income. Wyman Unit 4: PSNH has a 3.14 percent ownership-interest in Wyman Unit 4 (Wyman), a 632-MW oil-fired generating unit. At December 31, 1995 and 1994, plant-in-service included approximately $6.0 million and the accumulated provision for depreciation included approximately $3.5 million and $3.3 million, respectively, for PSNH's share of Wyman. PSNH's share of Wyman expenses is included in the corresponding operating expenses on the accompanying Statements of Income. D. DEPRECIATION The provision for depreciation is calculated using the straight-line method based on estimated remaining lives of depreciable utility plant-in-service, adjusted for salvage value and removal costs, as approved by the New Hampshire Public Utilities Commission (NHPUC). Except for major facilities, depreciation factors are applied to the average plant-in-service during the period. Major facilities are depreciated from the time they are placed in service. When plant is retired from service, the original cost of plant, including costs of removal, less salvage, is charged to the accumulated provision for depreciation. The depreciation rates for the several classes of electric plant-in-service are equivalent to a composite rate of 3.8 percent for the year ended December 31, 1995 and 3.6 percent for the years ended December 31, 1994 and 1993. See Note 4, "Nuclear Decommissioning," for information on nuclear plant decommissioning. E. PUBLIC UTILITY REGULATION NU is registered with the Securities and Exchange Commission (SEC) as a holding company under the Public Utility Holding Company Act of 1935 (1935 Act), and it and its subsidiaries, including the company, are subject to the provisions of the 1935 Act. Arrangements among the system companies, outside agencies, and other utilities covering inter- connections, interchange of electric power, and sales of utility property are subject to regulation by the Federal Energy Regulatory Commission (FERC) and/or the SEC. The company is subject to further regulation for rates, accounting, and other matters by the FERC and/or the NHPUC. F. REVENUES Other than recovery under fixed-rate agreements negotiated with certain wholesale, industrial, and commercial customers, utility revenues are based on authorized rates applied to each customer's use of electricity. In general, rates can be changed only through a formal proceeding before the appropriate regulatory commission. At the end of each accounting period, PSNH accrues an estimate for the amount of energy delivered but unbilled. G. REGULATORY ACCOUNTING The accounting policies of PSNH and the accompanying financial statements conform to generally accepted accounting principles applicable to rate-regulated enterprises and reflect the effects of the ratemaking process in accordance with SFAS 71, Accounting for the Effects of Certain Types of Regulation. Assuming a cost-of-service based regulatory structure, regulators may permit incurred costs, normally treated as expenses, to be deferred and recovered in future revenues. Through their actions, regulators may also reduce or eliminate the value of an asset, or create a liability. If any portion of the company's operations were no longer subject to the provisions of SFAS 71, as a result of a change in the cost-of-service based regulatory structure or the effects of competition, the company would be required to write off related regulatory assets and liabilities. The company would also be required to determine any impairment to other assets and write down these assets to fair value. Based on current regulation and recent regulatory decisions and initiatives relating to competition in the system's markets, the company believes that its use of regulatory accounting remains appropriate. SFAS 121 requires that any assets, including regulatory assets, which are no longer probable of recovery through future revenues, be revalued based on estimated future cash flows. If the revaluation is less than the book value of the asset, an impairment loss would be charged to earnings. As noted above, based on the current regulatory environment in the company's service area, it is not expected that SFAS 121 will have material impact on the company's financial position or results of operations upon adoption. This conclusion may change in the future as competitive factors influence wholesale and retail pricing in the electric utility industry or if the cost-of-service based regulatory structure were to change. For further information on the company's regulatory environment, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). The components of regulatory assets are as follows: At December 31, 1995 1994 --------------------------------------------------------------- (Thousands of Dollars) Recoverable energy costs (Note 1I) ... $220,093 $194,994 Income taxes, net (Note 1J) .......... 192,690 66,466 Unrecovered contractual obligation (Note 4) 18,814 28,572 Other ................................ 2,404 2,499 ---------- ---------- $434,001 $292,531 ======== ======== H. UNAMORTIZED ACQUISITION COSTS The unamortized acquisition costs represent the aggregate value placed by the 1989 rate agreement with the state of New Hampshire (Rate Agreement) on PSNH's assets in excess of the net book value of PSNH's non-Seabrook assets plus the $700-million value assigned to Seabrook by the Rate Agreement, as part of the bankruptcy resolution, on June 5, 1992 (Acquisition Date). The Rate Agreement provides for the recovery, through rates, with a return, of the amortization of the unamortized acquisition costs. The Rate Agreement provides that $425 million of the unamortized acquisition costs be amortized over the first seven years after PSNH's May 16, 1991 reorganization from bankruptcy (Reorganization Date), with the remaining amount to be amortized over the 20-year period after the Reorganization Date. As of December 31, 1995, approximately $411.8 million of acquisition costs have been collected through rates. I. RECOVERABLE ENERGY COSTS Under the Energy Policy Act of 1992 (Energy Act), PSNH is assessed for its proportionate share of the costs of decontaminating and decommissioning uranium enrichment plants owned by the United States Department of Energy (D&D assessment). The Energy Act requires that regulators treat D&D assessments as a reasonable and necessary current cost of fuel, to be fully recovered in rates, like any other fuel cost. PSNH is currently recovering these costs through rates. The Rate Agreement includes a comprehensive fuel and purchased power adjustment clause (FPPAC) permitting PSNH to pass through to retail customers, for a ten-year period, the retail portion of differences between the fuel and purchased power costs assumed in the Rate Agreement and PSNH's actual costs, which include the costs related to the Seabrook Power Contracts and the Clean Air Act Amendment. The cost components of the FPPAC are subject to a prudence review by the NHPUC. The costs associated with purchases from certain nonutility generators (NUGs) over the level assumed in the Rate Agreement are deferred and recovered through the FPPAC. PSNH has been renegotiating the rate orders mandating the purchase of high-cost NUG power. The NHPUC has approved an amendment to the Rate Agreement allowing settlement agreements to be implemented with two wood-fired NUGs. In 1994, the two NUGs that were settled gave up their rights to sell their output to PSNH in exchange for lump-sum cash payments totaling approximately $40 million. The deferred buyout payments are included as part of PSNH's recoverable energy costs. During the Rate Agreement's fixed-rate period, all of the savings from the buyout will be used to reduce PSNH's recoverable energy costs. At the end of the fixed-rate period, 50 percent of the savings will be used to reduce the recoverable energy costs, with the remainder reducing current rates. PSNH has also reached tentative agreements with the six remaining wood-fired NUGs. These agreements are subject to NHPUC approval. At December 31, 1995, PSNH's net recoverable energy costs were approximately $220 million, including purchased power deferrals of $185.6 million and the NUGs deferred buyout payments of $34.2 million. J. INCOME TAXES The tax effect of temporary differences (differences between the periods in which transactions affect income in the financial statements and the periods in which they affect the determination of income subject to tax) is accounted for in accordance with the ratemaking treatment of the applicable regulatory commissions. The adoption of SFAS 109, Accounting for Income Taxes, in 1993 increased the company's deferred tax asset for net operating losses (NOLs) previously not recognized. As the potential benefit is being given to customers through rates, PSNH established an associated regulatory liability. The adoption of SFAS 109 also increased deferred tax liabilities and as it is probable that the increase in deferred tax liabilities will be recovered from customers through rates, PSNH established a regulatory asset. The tax effect of temporary differences, including timing differences accrued under previously approved accounting standards, which give rise to the accumulated deferred tax obligation is as follows: At December 31, 1995 1994 -------------------------------------------------------------------------------------- (Thousands of Dollars) Accelerated depreciation and other plant-related differences... $ 231,126 $ 81,732 NOL carryforwards ............................................ (191,873) (247,440) Regulatory assets - income tax gross up ...................... 85,192 33,837 Other ........................................................ 104,612 193,951 ---------- ---------- $ 229,057 $ 62,080 ========= ========== At December 31, 1995, PSNH had a NOL carryforward of approximately $572 million, to be used against PSNH's federal taxable income, and to expire between the years 2000 and 2006. PSNH also had Investment Tax Credit (ITC) carryforwards of $52 million, which expire between the years 1996 and 2004. For a portion of the carryforward amounts indicated above, the reorganization of PSNH under Chapter 11 of the United States Bankruptcy Code limits the annual amount of NOL and ITC carryforwards that may be used. Approximately $95 million of the NOL and $21 million of the ITC carryforwards are subject to this limitation. K. DERIVATIVE FINANCIAL INSTRUMENTS PSNH utilizes an interest-rate cap to manage well-defined interest-rate risk. The premium paid for the purchased interest-rate-cap agreement is amortized to interest expense over the term of the cap. Unamortized premiums are included in deferred charges. Amounts receivable under the cap agreement are accrued and offset against interest expense. Any material unrealized gains or losses on the interest-rate cap will be deferred until realized. For further information on derivatives, see Note 11, "Derivative Financial Instruments." 2. SEABROOK POWER CONTRACTS PSNH and NAEC have entered into two power contracts that obligate PSNH to purchase NAEC's 35.98 percent ownership of the capacity and output of Seabrook for the term of Seabrook's Nuclear Regulatory Commission (NRC) operating license. Under these power contracts, PSNH is obligated to pay NAEC's cost of service during this period, regardless of whether Seabrook 1 is operating. NAEC's cost of service includes all of its Seabrook-related costs, including operation and maintenance (O&M) expenses, fuel expense, income and property tax expense, depreciation expense, and certain overhead and other costs, and a return on its allowed investment. PSNH has included its right to buy power from NAEC on its Balance Sheets as part of utility plant with a corresponding obligation. At December 31, 1995, this right was valued at approximately $910.8 million. The contracts established the value of the initial investment in Seabrook (initial investment) at $700 million. As of December 31, 1995, the portion of the initial investment on which NAEC is entitled to earn a cash return was 85 percent. The initial investment will be fully phased into NAEC's rate base as of May 1, 1996. From the Acquisition Date through December 31, 1995, NAEC recorded $162.4 million of deferred return on the excluded portion of its investment in Seabrook 1. The deferred return on the excluded portion of NAEC's investment in Seabrook 1 will be recovered from PSNH with carrying charges beginning December 1, 1997, and will be fully recovered by May 2001. NAEC is depreciating its initial investment over the term of Seabrook 1's operating license (39 years), and any subsequent plant additions are depreciated on a straight-line basis over the remaining term of the power contracts at the time the subsequent additions are placed in service. If Seabrook 1 is shut down prior to the expiration of the NRC operating license, PSNH will be unconditionally required to pay NAEC termination costs for 39 years, less the period during which Seabrook 1 has operated. These termination costs will reimburse NAEC for its share of Seabrook 1 shut-down and decommissioning costs, and will pay NAEC a return of and on any undepreciated balance of its initial investment over the remaining term of the power contracts, and the return of and on any capital additions to the plant made after the Acquisition Date over a period of five years after shut down (net of any tax benefits to NAEC attributable the cancellation). Contract payments charged to operating expenses are approximately: Year Contract Payments ---- ----------------- (Thousands of Dollars) 1995 ....................... $154,000 1994 ....................... 143,000 1993 ....................... 123,000 Interest included in the contract payments was $51 million in 1995, $43 million in 1994, and $33 million in 1993. Future minimum payments, excluding executory costs, such as property taxes, state use taxes, insurance, and maintenance, under the terms of the contracts, as of December 31, 1995, are approximately: Year Seabrook Power Contracts ---- ------------------------ (Thousands of Dollars) 1996 ........................ $ 79,900 1997 ........................ 86,000 1998 ........................ 143,800 1999 ........................ 142,100 2000 ........................ 140,300 After 2000 .................. 1,195,800 ---------- Future minimum payments ..... 1,787,900 Less amount representing interest 877,100 ----------- Present value of Seabrook Power Contracts ................. $ 910,800 =========== 3. LEASES PSNH has entered into lease agreements, some of which are capital leases, for the use of data processing and office equipment, vehicles, and office space. The provisions of these lease agreements generally provide for renewal options. The following rental payments have been charged to operating expense: Year Capital Leases Operating Leases ---- -------------- ---------------- 1995 ........................ $1,103,000 $5,291,000 1994 ........................ 1,061,000 4,255,000 1993 ........................ 701,000 6,197,000 Interest included in capital leases was $351,000 in 1995, $394,000 in 1994, and $403,000 in 1993. Future minimum rental payments, excluding executory costs, such as property taxes, state use taxes, insurance, and maintenance, under long-term noncancellable leases, as of December 31, 1995, are: Year Capital Leases Operating Leases ---- -------------- ---------------- (Thousands of Dollars) 1996 ........................ $1,100 $7,200 1997 ........................ 1,100 6,100 1998 ........................ 1,000 4,800 1999 ........................ 700 4,100 2000 ........................ 500 3,600 After 2000 .................. 1,200 11,500 ------- -------- Future minimum lease payments $5,600 $37,300 ======= Less amount representing interest 1,100 ----- Present value of future minimum lease payments .................. $4,500 ====== 4. NUCLEAR DECOMMISSIONING Millstone 3 and Seabrook 1 have service lives that are expected to end during the years 2025 and 2026, respectively. Upon retirement, these units must be decommissioned. A 1992 decommissioning study concluded that complete and immediate dismantlement at retirement continues to be the most viable and economic method of decommissioning Millstone 3. A 1994 Seabrook decommissioning study confirmed that complete and immediate dismantlement at retirement is the most viable and economic method of decommissioning Seabrook 1. Decommissioning studies are reviewed and updated periodically to reflect changes in decommissioning requirements, costs, technology, and inflation. The estimated cost of decommissioning PSNH's 2.85 percent ownership share of Millstone 3 and NAEC's 35.98 percent share of Seabrook 1, in year-end 1995 dollars, is $12.5 million and $152.5 million, respectively. These estimated costs assume levelized collections for Millstone 3 and escalated collections for Seabrook 1, and after-tax earnings on the Millstone and Seabrook decommissioning funds of 6.5 percent and 6.1 percent, respectively. Millstone 3 and Seabrook 1 decommissioning costs will be increased annually by their respective escalation rates. PSNH's Millstone 3 decommissioning costs are accrued over the expected service life of the unit and are included in depreciation expense on its Statements of Income. Nuclear decommissioning related to PSNH's share of Millstone 3 amounted to $0.3 million in 1995, 1994, and 1993. Nuclear decommissioning, as a cost of removal, is included in the accumulated provision for depreciation on PSNH's Balance Sheets. At December 31, 1995, the balance in the accumulated reserve for decommissioning amounted to $2.4 million. See "Nuclear Decommissioning" in the MD&A for a discussion of changes being considered by the FASB related to accounting for closure and removal of long-lived assets (including nuclear decommissioning). PSNH makes payments to an independent decommissioning trust for its portion of the costs of decommissioning Millstone 3. Under the terms of the Rate Agreement, PSNH is obligated to pay NAEC's share of Seabrook 1's decommissioning costs, even if the unit is shut down prior to the expiration of its operating license. Accordingly, NAEC bills PSNH directly for its share of the costs of decommissioning Seabrook 1. PSNH records its Seabrook decommissioning costs as a component of purchased power expense on its Statements of Income. Under the Rate Agreement, PSNH's Seabrook decommissioning costs are recovered through base rates. As of December 31, 1995, PSNH collected through rates approximately $1.8 million toward the future decommissioning costs of its share of Millstone 3, which has been transferred to the external decommissioning trust. Earnings on the decommissioning trust increase the decommissioning trust balance and the accumulated reserve for decommissioning. Unrealized gains and losses associated with the decommissioning trust also impact the balance of the trust and the accumulated reserve for decommissioning. As of December 31, 1995, NAEC (including payments made prior to the Acquisition Date by PSNH) has paid approximately $13.1 million, into Seabrook 1's decommissioning financing fund. Changes in requirements or technology, the timing of funding or dismantling, or adoption of a decommissioning method other than immediate dismantlement would change decommissioning cost estimates and the amounts required to be recovered. PSNH attempts to recover sufficient amounts through its allowed rates to cover its expected decommissioning costs. Only the portion of currently estimated total decommissioning costs that has been accepted by regulatory agencies is reflected in rates of PSNH. Based on present estimates and assuming its nuclear units operate to the end of their licensing period, PSNH expects that the decommissioning trust and financing fund will be substantially funded when the units are retired from service. PSNH, along with other New England utilities, has equity investments in the four Yankee companies. Each Yankee company owns a single nuclear generating unit with service lives that are expected to end during the years 2007 through 2012. PSNH's ownership share of estimated costs, in year-end 1995 dollars, of decommissioning the units owned and operated by CY, MY, and VY is $19.3 million, $17.7 million, and $13.9 million, respectively. Under the terms of the contracts with the Yankee companies, the shareholders-sponsors are responsible for their proportionate share of the operating costs of each unit, including decommissioning. The nuclear decommissioning costs of the Yankee companies are included as part of the cost of power purchased by PSNH. YAEC is in the process of dismantling its nuclear facility. Accelerated decommissioning of that unit has been delayed because of litigation over the NRC's approval of YAEC's decommissioning plan. Effective November 1995, YAEC began billing its sponsors, including PSNH, amounts based on a revised estimate approved by the FERC that assumes decommissioning of the plant by the year 2000. This revised decommissioning estimate was based on access to the Barnwell, South Carolina low-level radioactive waste facility, changes in assumptions about earnings in decommissioning trust investments, and changes in other decommissioning cost assumptions. At December 31, 1995, the estimated remaining costs, including decommissioning, amounted to $268.8 million, of which PSNH's share was approximately $18.8 million. Management expects that PSNH will continue to be allowed to recover such FERC-approved costs from its customers. Accordingly, PSNH has recognized these costs as a regulatory asset, with corresponding obligations, on its Balance Sheets. 5. SHORT-TERM DEBT PSNH has credit lines totaling $125 million available through a revolving- credit agreement with a group of 19 banks. PSNH may borrow funds on a short-term revolving basis using either fixed-rate or standby loans. Fixed rates are set using competitive bidding. Standby loan rates are based upon several alternative variable rates. PSNH is obligated to pay a facility fee of 0.25 percent per annum on the total commitment. At December 31, 1995 and 1994, there were no borrowings under the agreement. These credit lines will expire in May 1996. PSNH is in the process of negotiating an increase and extension to the revolving credit agreement. Certain subsidiaries of NU, including PSNH, are members of the Northeast Utilities System Money Pool (Pool). The Pool provides a more efficient use of the cash resources of the system, and reduces outside short-term borrowings. NUSCO administers the Pool as agent for the member companies. Short-term borrowing needs of the member companies are first met with available funds of other member companies, including funds borrowed by NU parent. NU parent may lend to the Pool but may not borrow. Funds may be withdrawn from or repaid to the Pool at any time without prior notice. Investing and borrowing subsidiaries receive or pay interest based on the average daily Federal Funds rate. However, borrowings based on loans from NU parent bear interest at NU parent's cost and must be repaid based upon the terms of NU parent's original borrowing. At December 31, 1995 and 1994, PSNH had no outstanding borrowings from the Pool. Maturities of PSNH's short-term debt obligations were for periods of three months or less. The amount of short-term borrowings that may be incurred by PSNH is subject to periodic approval by the SEC under the 1935 Act. Under the SEC restrictions, PSNH was authorized, as of January 1, 1995 to incur short-term borrowings up to a maximum of $175 million. PSNH is seeking approval from the NHPUC to increase its short-term debt limit to $225 million. 6. PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION Details of preferred stock subject to mandatory redemption are: Shares Outstanding December 31, ---------------------------- Description December 31, 1995 1995 1994 1993 ------------------------------------------------------------------------ (Thousands of Dollars) 10.60% Series A of 1991 5,000,000 $125,000 $125,000 $125,000 ======== ======== ======== In case of default on dividends or sinking-fund payments, no payments may be made on any junior stock by way of dividends or otherwise (other than in shares of junior stock) so long as the default continues. If PSNH is in arrears in the payment of dividends on any outstanding shares of preferred stock, PSNH would be prohibited from redemption or purchase of less than all of the preferred stock outstanding. The Series A Preferred Stock is not subject to optional redemption by PSNH. It is subject to an annual sinking fund requirement of $25 million, beginning on June 30, 1997, sufficient to retire annually 1,000,000 shares at $25 per share. 7. LONG-TERM DEBT Details of long-term debt outstanding are: December 31, ------------ 1995 1994 ----------------------------------------------------------------------- (Thousands of Dollars) First Mortgage Bonds: 8 7/8% Series A, due 1996............ $172,500 $172,500 9.17% Series B, due 1998............ 170,000 170,000 -------- --------- Total First Mortgage Bonds.... 342,500 342,500 Term Loan/Notes: Variable Rate due 1996 .............. - 141,000 Pollution Control Revenue Bonds: 7.65% Tax-Exempt Series A, due 2021. 66,000 66,000 7.50% Tax-Exempt Series B, due 2021. 108,985 108,985 7.65% Tax-Exempt Series C, due 2021. 112,500 112,500 Adjustable Rate, Taxable, Series D, due 2021 39,500 39,500 Adjustable Rate, Taxable, Series E, due 2021 69,700 69,700 Adjustable Rate, Tax-Exempt, Series D, due 2021 75,000 75,000 Adjustable Rate, Tax-Exempt, Series E, due 2021 44,800 44,800 Less: Amounts due within one year .. 172,500 94,000 ---------- --------- Long-term debt, net ....... $686,485 $905,985 ======== ======== Long-term debt maturities and cash sinking-fund requirements on debt outstanding at December 31, 1995 for the years 1996 through 2000 are approximately $172.5 million for 1996, $0 for 1997, $170 million for 1998, and $0 for 1999 and 2000. Also, there are annual renewal and replacement fund requirements equal to 2.25 percent of the average of net depreciable property owned by PSNH at the reorganization date, plus cumulative gross property additions thereafter. PSNH expects to meet these future fund requirements by certifying property additions. Any deficiency would need to be satisfied by the deposit of cash or bonds. Essentially, all utility plant of PSNH is subject to the lien of its first mortgage bond indenture. PSNH's Revolving Credit Facility is secured by a second lien, junior to the lien of its first mortgage bond indenture, on all PSNH property located in New Hampshire. At December 31, 1995 and 1994, there were no borrowings under the Revolving Credit Facility. Concurrent with the issuance of PSNH's Series A and B First Mortgage Bonds, PSNH entered into financing arrangements with the Industrial Development Authority of the state of New Hampshire (IDA). Pursuant to these arrangements, the IDA originally issued seven series of Pollution Control Revenue Bonds (PCRBs), and loaned the proceeds to PSNH. In 1992 and 1993, the Business Finance Authority, formerly the IDA, issued $75 million and $44.8 million, respectively, of tax-exempt PCRBs to replace outstanding taxable PCRBs of the same amount. At December 31, 1995 and 1994, $516.5 million of PCRBs were outstanding. The average effective interest rates on the variable-rate pollution control notes ranged from 3.9 percent to 6.1 percent for 1995, and 2.9 percent to 4.3 percent for 1994. PSNH's obligation to repay each series of PCRBs is secured by a series of First Mortgage Bonds that were issued under its indenture. Each such series of First Mortgage Bonds contains terms and provisions with respect to maturity, principal payment, interest rate, and redemption that correspond to those of the applicable series of PCRBs. For financial reporting purposes, these bonds would not be considered outstanding unless PSNH fails to meet its obligations under the PCRBs. The Series A and B First Mortgage Bonds are not redeemable prior to their maturity except in limited circumstances. The PCRBs, except for Series D and E, are redeemable on or after May 1, 2001, at the option of the company with accrued interest and at specified premiums. Under current interest rate elections by PSNH, the Series D and E PCRBs are redeemable, at par plus accrued interest at the end of each interest-rate period. Future interest- rate elections by PSNH could significantly defer or eliminate the availability of optional redemptions by PSNH, and could affect costs as well. 8. INCOME TAX EXPENSE The components of federal and state income tax provisions are: For the Years Ended December 31, 1995 1994 1993 ------------------------------------------------------------------------- (Thousands of Dollars) Current income taxes: Federal ............................ $(1,166) $ 368 $ (937) State .............................. 1,767 1,219 1,183 ------- -------- -------- Total current .................... 601 1,587 246 ------- -------- -------- Deferred income taxes, net: Federal ............................ 72,147 63,941 47,407 State .............................. (1,606) 3,666 3,131 ------- -------- -------- Total deferred .................. 70,541 67,607 50,538 Investment tax credits, net .......... (555) (560) (565) --------- --------- --------- Total income tax expense ............. $70,587 $68,634 $50,219 ======= ======= ======= The components of total income tax expense are classified as follows: Income taxes charged to operating expenses $69,758 $68,088 $54,087 Other income taxes ................... 829 546 (3,868) -------- -------- -------- Total income tax expense ............. $70,587 $68,634 $50,219 ======= ======= ======= Deferred income taxes are comprised of the tax effects of temporary differences as follows: For the Years Ended December 31, 1995 1994 1993 -------------------------------------------------------------------------- (Thousands of Dollars) Depreciation ......................... $ 1,294 $ 2,701 $ 4,549 Deferred tax asset associated with NOL 57,543 23,611 25,438 Energy adjustment clauses ............ 5,098 30,954 15,155 Amortization of regulatory settlement 11,501 11,501 7,667 Other ................................ (4,895) (1,160) (2,271) -------- -------- -------- Deferred income taxes, net ........... $70,541 $67,607 $50,538 ======= ======= ======= A reconciliation between income tax expense and the expected tax expense at the applicable statutory rate is as follows: For the Years Ended December 31, 1995 1994 1993 -------------------------------------------------------------------------- (Thousands of Dollars) Expected federal income tax at 35 percent of pretax income ................... $53,845 $51,127 $35,860 Tax effect of differences: Depreciation ....................... 1,868 1,407 1,593 Amortization of acquisition costs .. 31,522 31,508 31,432 Seabrook intercompany loss ......... (13,048) (19,637) (19,176) Investment tax credit amortization . (555) (560) (565) State income taxes, net of federal benefit 105 3,175 2,804 Other, net ......................... (3,150) 1,614 (1,729) -------- -------- -------- Total income tax expense ............. $70,587 $68,634 $50,219 ======= ======= ======= 9. EMPLOYEE BENEFITS A. PENSION BENEFITS PSNH participates in a uniform noncontributory-defined benefit retirement plan covering all regular system employees. Benefits are based on years of service and employees' highest eligible compensation during five consecutive years of employment. The company's direct portion of the system's pension cost, part of which was charged to utility plant, approximated $2.3 million in 1995, $4.4 million in 1994, and $6.6 million in 1993. Pension costs for 1994 and 1993 included approximately $1.9 million and $3.4 million, respectively, related to workforce-reduction programs. Currently, PSNH funds annually an amount at least equal to that which will satisfy the requirements of the Employee Retirement Income Security Act and the Internal Revenue Code. Pension costs are determined using market-related values of pension assets. Pension assets are invested primarily in domestic and international equity securities and bonds. The components of net pension cost for PSNH are: For the Years Ended December 31, 1995 1994 1993 --------------------------------------------------------------------------- (Thousands of Dollars) Service cost ...................... $ 3,462 $ 5,531 $ 7,539 Interest cost ..................... 11,923 11,129 11,180 Return on plan assets ............. (33,156) 246 (19,308) Net amortization .................. 20,108 (12,526) 7,215 -------- -------- --------- Net pension cost .................. $ 2,337 $ 4,380 $ 6,626 ======== ======== ======== --------------------------------------------------------------- For calculating pension cost, the following assumptions were used: For the Years Ended December 31, 1995 1994 1993 ------------------------------------------------------------------- Discount rate ..................... 8.25% 7.75% 8.00% Expected long-term rate of return . 8.50 8.50 8.50 Compensation/progression rate ..... 5.00 4.75 5.00 The following table represents the plan's funded status reconciled to the Balance Sheets: At December 31, 1995 1994 ----------------------------------------------------------------------- (Thousands of Dollars) Accumulated benefit obligation, including vested benefits at December 31, 1995 and 1994 of $123,475,000 and $111,198,000, respectively $133,840 $121,202 ======== ======== Projected benefit obligation (PBO) .... $169,040 $146,972 Market value of plan assets ........... 159,094 136,104 -------- -------- PBO in excess of plan assets .......... (9,946) (10,868) Unrecognized transition amount ........ 4,671 5,004 Unrecognized prior service costs ...... 5,428 5,775 Unrecognized net gain ................. (38,759) (36,180) --------- --------- Accrued pension liability ............. $(38,606) $(36,269) ======== ======== ------------------------------------------------------------------------- The following actuarial assumptions were used in calculating the plan's year-end funded status: For the Years Ended December 31, 1995 1994 --------------------------------------------------------------- Discount rate ......................... 7.50% 8.25% Compensation/progression rate ......... 4.75 5.00 B. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS PSNH provides certain health care benefits, primarily medical and dental, and life insurance benefits through a benefit plan to retired employees (referred to as SFAS 106 benefits). These benefits are available for employees retiring from the company who have met specified service requirements. For current employees and certain retirees, the total SFAS 106 benefit is limited to two times the 1993 per-retiree health care costs. The SFAS 106 obligation has been calculated based on this assumption. PSNH's direct portion of SFAS 106 benefits, part of which were deferred or charged to utility plant, approximated $7.2 million in 1995, $7.6 million in 1994, and $9.1 million in 1993. PSNH is funding SFAS 106 postretirement costs through external trusts. The company is funding, on an annual basis, amounts that have been rate- recovered and which also are tax-deductible under the Internal Revenue Code. The trust assets are invested primarily in equity securities and bonds. The components of health care and life insurance costs are: For the Years Ended December 31, 1995 1994 1993 --------------------------------------------------------------------------- (Thousands of Dollars) Service cost .................. $ 933 $ 971 $1,260 Interest cost ................. 4,063 3,844 4,800 Return on plan assets ......... (1,694) 37 - Amortization of unrecognized transition obligation .................. 2,941 2,941 3,046 Other amortization, net ....... 998 (206) - ------- -------- --------- Net health care and life insurance costs $7,241 $7,587 $9,106 ====== ====== ====== --------------------------------------------------------------- For calculating PSNH's SFAS 106 benefits cost, the following assumptions were used: For the Years Ended December 31, 1995 1994 1993 ------------------------------------------------------------------ Discount rate ................. 8.00% 7.75% 7.75% Long-term rate of return: Health assets, net of tax .. 5.00 5.00 5.00 Life assets ................ 8.50 8.50 8.50 The following table represents the plan's funded status reconciled to the Balance Sheet: At December 31, 1995 1994 ------------------------------------------------------------------------- (Thousands of Dollars) Accumulated postretirement benefit obligation of: Retirees ................... $ 44,985 $ 39,881 Fully eligible active employees 27 52 Active employees not eligible to retire 10,627 9,065 -------- ---------- Total accumulated postretirement benefit obligation 55,639 48,998 Market value of plan assets ... 11,743 6,606 --------- ---------- Accumulated postretirement benefit obligation in excess of plan assets .............. (43,896) (42,392) Unrecognized transition amount 49,989 52,930 Unrecognized net gain ........ (8,373) (13,204) -------- -------- Accrued postretirement benefit liability $ (2,280) $ (2,666) ========= ======== ------------------------------------------------------------------------ The following actuarial assumptions were used in calculating the plan's year-end funded status: At December 31, 1995 1994 -------------------------------------------------------------------- Discount rate ......................... 7.50% 8.00% Health care cost trend rate (a) ....... 8.40 10.20 (a) The annual growth in per capita cost of covered health care benefits was assumed to decrease to 5.4 percent by 2001. The effect of increasing the assumed health-care-cost trend rate by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1995 by $3.7 million and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for the year then ended by $0.3 million. The trust holding the plan assets is subject to federal income taxes at a 35 percent tax rate. PSNH is currently recovering SFAS 106 costs, including amounts previously deferred. 10. COMMITMENTS AND CONTINGENCIES A. CONSTRUCTION PROGRAM The construction program is subject to periodic review and revision. PSNH currently forecasts construction expenditures of $200.9 million for the years 1996-2000, including $51.5 million for 1996. In addition, the company estimates that nuclear fuel requirements, for its share of Millstone 3, will be $4.8 million for the years 1996-2000, including $1.8 million for 1996. B. NUCLEAR PERFORMANCE On January 31, 1996, the NRC announced that the three Millstone nuclear power plants operated by NNECO had been placed on its "watch list" because of long-standing performance concerns. The NRC cited a number of operational problems which have arisen since 1990 at the Millstone plants. The NRC recognized that there are significant current variations in the performance of the three units. The performance concerns cited by the NRC, combined with NU's failure to maintain previous performance improvements, have resulted in the NRC requiring close monitoring of Millstone unit operations and the implementation of a corrective action program. While the NRC has not specifically restricted operations at the Millstone site, the company expects that there will be costs associated with the NRC's actions that cannot accurately be estimated at this time. C. ENVIRONMENTAL MATTERS PSNH is subject to regulation by federal, state, and local authorities with respect to air and water quality, handling the disposal of toxic substances and hazardous and solid wastes, and the handling and use of chemical products. PSNH has an active environmental auditing and training program and believes that it is in substantial compliance with current environmental laws and regulations. Environmental requirements could hinder the construction of new generating units, transmission and distribution lines, substations, and other facilities. The cumulative long-term, cost impact of increasingly stringent environmental requirements cannot accurately be estimated. Changing environmental requirements could also require extensive and costly modifications to PSNH's existing generating units, and transmission and distribution systems, and could raise operating costs significantly. As a result, PSNH may incur significant additional environmental costs, greater than amounts included in cost of removal and other reserves, in connection with the generation and transmission of electricity and the storage, transportation, and disposal of by- products and wastes. PSNH may also encounter significantly increased costs to remedy the environmental effects of prior waste handling activities. PSNH has recorded a liability for what it believes, based upon information currently available, are its estimated environmental remediation costs for waste disposal sites. In most cases, additional future environmental cleanup costs are not reasonably estimable due to a number of factors, including the unknown magnitude of possible contamination, the appropriate remediation methods, the possible effects of future legislation or regulation, and the possible effects of technological changes. At December 31, 1995, the liability recorded by PSNH for its estimated environmental remediation costs, excluding any possible insurance recoveries or recoveries from third parties, amounted to approximately $5.0 million. PSNH cannot estimate the potential liability for future claims, including environmental remediation costs, that may be brought against it. However, considering known facts, existing laws, and regulatory practices, management does not believe the matters disclosed above will have a material effect on PSNH's financial position or future results of operations. D. NUCLEAR INSURANCE CONTINGENCIES Under certain circumstances, in the event of a nuclear incident at one of the nuclear facilities covered by the federal government's third- party liability indemnification program, the company could be assessed in proportion to its ownership interest in each nuclear unit up to $75.5 million, not to exceed $10 million per nuclear unit in any one year. The maximum assessment is to be adjusted at least every five years for inflationary changes. Under the terms of the power contracts with NAEC, PSNH could be obligated to pay for any assessment charged to NAEC as a "cost of service." Based on the ownership interest in Millstone 3 and NAEC's ownership interest in Seabrook 1, PSNH's maximum liability, including any additional potential assessments, would be $30.8 million per incident. In addition, through power purchase contracts with the three operating Yankee regional nuclear generating companies, PSNH would be responsible for up to an additional $11.1 million per incident. Payments for PSNH's ownership interest in nuclear generating facilities would be limited to a maximum of $5.3 million per incident per year. Insurance has been purchased to cover the primary cost of repair, replacement, or decontamination of utility property resulting from insured occurrences at Millstone 3. PSNH is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessment against PSNH with respect to losses arising during the current policy year is approximately $0.5 million under the primary property insurance program. Insurance has been purchased to cover certain extra costs incurred in obtaining replacement power during prolonged accidental outages and the excess cost of repair, replacement, or decontamination or premature decommissioning of utility property resulting from insured occurrences. PSNH is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessments against PSNH (including costs resulting from PSNH's contracts with NAEC), with respect to losses arising during current policy years are approximately $1.6 million under the replacement power policies and $11.1 million under the excess property damage, decontamination, and decommissioning policies. Although PSNH has purchased the limits of coverage currently available from the conventional nuclear insurance pools, the cost of a nuclear incident could exceed available insurance proceeds. Insurance has been purchased aggregating $200 million on an industry basis for coverage of worker claims. All participating reactor operators insured under this coverage are subject to retrospective assessments of $3.0 million per reactor. The maximum potential assessment against PSNH (including costs resulting from the Seabrook power contracts with NAEC), with respect to losses arising during the current policy period is approximately $1.8 million. E. LONG-TERM CONTRACTUAL ARRANGEMENTS Yankee Companies: PSNH, along with CL&P and WMECO, purchased approximately 6.7 percent of their electricity requirements pursuant to long-term contracts with the Yankee companies. Under the terms of their agreements, the companies pay their ownership (or entitlement) shares of generating costs, which include depreciation, O&M expenses, taxes, the estimated cost of decommissioning, and a return on invested capital. These costs are recorded as purchased-power expense and recovered through the companies' rates. PSNH's total cost of purchases under these contracts for the units that are operating amounted to $26.4 million in 1995, $23.4 million in 1994, and $26.5 million in 1993. See Note 1C, "Summary of Significant Accounting Policies-Investments and Jointly Owned Electric Utility Plant," and Note 4, "Nuclear Decommissioning," for more information on the Yankee companies. Nonutility Generators: PSNH has entered into various arrangements for the purchase of capacity and energy from NUGs. These arrangements have terms from 20 to 30 years, currently expiring in the years 1998 through 2023, and require PSNH to purchase the energy at specified prices or formula rates. For the 12 months ended December 31, 1995, approximately 13 percent of system electricity requirements was met by NUGs. PSNH's total cost of purchases under these arrangements amounted to $129.6 million in 1995, $130.0 million in 1994, and $133.4 million in 1993. These costs are eventually recovered through the company's rates. For additional information, see Note 1I, "Summary of Significant Accounting Policies-Recoverable Energy Costs." New Hampshire Electric Cooperative: PSNH entered into a buy-back agreement to purchase the capacity and energy of the New Hampshire Electric Cooperative, Inc.'s (NHEC) share of Seabrook 1 and to pay all of NHEC's Seabrook 1 costs for a ten-year period, which began July 1, 1990. The total cost of purchases under this agreement was $15.8 million in 1995, $14.6 million in 1994, and $14.4 million in 1993. A portion of these costs is collected currently through the FPPAC and the remaining costs are deferred for future collection in accordance with the Rate Agreement. In connection with the agreement, NHEC agreed to continue as a firm-requirements customer of PSNH for 15 years. Hydro-Quebec: Along with other New England utilities, PSNH, CL&P, WMECO, and HWP entered into agreements to support transmission and terminal facilities to import electricity from the Hydro-Quebec system in Canada. PSNH is obligated to pay, over a 30-year period ending in 2020, its proportionate share of the annual O&M and capital costs of these facilities. The estimated annual costs of PSNH's significant long-term contractual arrangements are as follows: 1996 1997 1998 1999 2000 -------------------------------------------------------------------- (Millions of Dollars) Yankee Companies $25.4 $25.8 $27.7 $27.6 $29.6 Nonutility Generators 130.3 134.5 137.9 141.4 145.4 NHEC .......... 14.6 22.5 29.5 29.7 14.6 Hydro-Quebec .. 11.2 10.6 10.3 10.0 9.9 F. DEFERRED RECEIVABLE FROM AFFILIATED COMPANY At the time PSNH emerged from bankruptcy on May 16, 1991, in accordance with the phase-in under the Rate Agreement, it began accruing a deferred return on a portion of its Seabrook investment. From May 16, 1991 to the Acquisition Date, PSNH accrued a deferred return of $50.9 million. On the Acquisition Date, PSNH sold the $50.9 million deferred return to NAEC as part of the Seabrook-related assets. At the time PSNH transferred the deferred return to NAEC, it realized, for income tax purposes, a gain that is deferred under the consolidated income tax rules. This gain will be restored for income tax purposes when the deferred return of $50.9 million, and the associated income taxes of $32.9 million, are collected by NAEC through the Seabrook power contracts. When NAEC recovers the $32.9 million in years eight through ten of the Rate Agreement, it is obligated to make corresponding payments to PSNH. On the Acquisition Date, PSNH recorded the $32.9 million of income taxes associated with the deferred return as a deferred receivable from NAEC, with a corresponding entry to deferred revenue, on its Balance Sheet. In 1993, due to changes in tax rates, this amount was adjusted to $33.3 million. 11. DERIVATIVE FINANCIAL INSTRUMENTS The company utilizes derivative financial instruments to manage well-defined interest-rate risks. The company does not use them for trading purposes. PSNH has entered into an interest-rate cap contract with a financial institution in order to reduce a portion of the interest-rate risk associated with certain variable-rate tax-exempt pollution control revenue bonds, as well as a portion of the PSNH Variable-Rate Term Loan. During 1995, there was one outstanding contract held by PSNH, covering $75 million of its variable rate debt, which expired in January 1996. The contract entitled PSNH to receive from its counterparties the amount, if any, by which the interest payments on its variable-rate tax-exempt pollution control revenue bond exceeds the J. J. Kenny High Grade Index and the PSNH Variable-Rate Term Loan exceeds the three-month LIBOR rate. Due to its upcoming expiration, as of December 31, 1995, the total fair market value of this cap was $0. 12. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each of the following financial instruments: Cash and nuclear decommissioning trusts: The carrying amounts approximate fair value. SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, requires investments in debt and equity securities to be presented at fair value and was adopted by PSNH on a prospective basis as of January 1, 1994. Unrealized gains and losses resulting from the adoption of SFAS 115 have not been material. There was no change in funding requirements of the trusts nor any impact on earnings as a result of the adoption of SFAS 115. Preferred stock and long-term debt: The fair value of PSNH's securities is based upon the quoted market price for those issues or similar issues. Adjustable rate securities are assumed to have a fair value equal to their carrying value. The carrying amounts of PSNH's financial instruments and the estimated fair values are as follows: Carrying Fair At December 31, 1995 Amount Value ------------------------------------------------------------------------ (Thousands of Dollars) Preferred stock subject to mandatory redemption $125,000 $131,250 Long-term debt - First Mortgage Bonds .... 342,500 352,517 Other long-term debt ..................... 516,485 532,190 ------------------------------------------------------------------------ Carrying Fair At December 31, 1994 Amount Value ------------------------------------------------------------------------ (Thousands of Dollars) Preferred stock subject to mandatory redemption $125,000 $127,500 Long-term debt - First Mortgage Bonds .... 342,500 342,931 Other long-term debt ..................... 657,485 641,673 The fair values shown above have been reported to meet the disclosure requirements and do not purport to represent the amounts at which those obligations would be settled. To the Board of Directors of Public Service Company of New Hampshire: We have audited the accompanying balance sheets of Public Service Company of New Hampshire (a New Hampshire corporation and a wholly owned subsidiary of Northeast Utilities) as of December 31, 1995 and 1994, and the related statements of income, common stockholder's equity, and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Public Service Company of New Hampshire as of December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Hartford, Connecticut February 16, 1996 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ---------------------------------------------------------------------- This section contains management's assessment of PSNH's (the company) financial condition and the principal factors having an impact on the results of operations. The company is a wholly owned subsidiary of Northeast Utilities (NU). This discussion should be read in conjunction with the company's financial statements and footnotes. FINANCIAL CONDITION OVERVIEW Net income was approximately $83 million in 1995, an increase of approximately $6 million, from approximately $77 million in 1994. The 1995 net income was higher primarily due to higher revenues from the sixth step of PSNH's Rate Agreement and higher base fuel recoveries, partially offset by higher capacity charges under the Seabrook Power Contract, higher purchased power, and higher income taxes. Retail kilowatt-hour sales rose by only 0.4 percent in 1995 as a result of a flat economy in New England. With the New England economy not forecasted to grow substantially during 1996, sales levels are expected to remain flat. PSNH acts as both a buyer and a seller of electricity in the highly competitive wholesale electricity market in the Northeast. Increased competition has made the renegotiation of expiring wholesale contracts, as well as the signing of new contracts, financially challenging. During 1995, the Federal Energy Regulatory Commission issued a proposal for restructuring the electric-power industry which calls for open access to transmission facilities, a standard formula for calculating rates, and full recovery of stranded investments. The impact on PSNH of this proposal, which is expected to be finalized in 1996, is not known at this time. During 1995, the Coalition of Northeastern Governors released its report addressing the restructuring of the electric-power industry and its resulting impact on customers and states. The report presented the future as one in which there would be some form of continued regulation for transmission and distribution with fully competitive generation. In 1995, the New Hampshire Legislature created a committee to review the industry's structure and called for the New Hampshire Public Utilities Commission (NHPUC) to initiate a retail wheeling pilot program. Under the current NHPUC proposal, the program, which is expected to begin in 1996, will initially impact 3 percent of PSNH's peak retail electric load, but only allows for a 50-percent recovery of PSNH's potentially strandable costs. PSNH and the NHPUC Staff have entered into a joint recommendation that, if approved by the NHPUC, would govern PSNH's participation in the retail wheeling pilot program. Under this settlement, PSNH would provide competing electric suppliers access to 3 percent of its retail customers. PSNH would recover 100 percent of its potentially strandable costs via a delivery charge, but would provide a 10- percent incentive credit off its traditional rates to encourage customer participation in the two-year program. PSNH is taking a proactive role in the electric-power industry's movement toward competition. PSNH has outlined a comprehensive approach to enhancing customer satisfaction and market efficiency while moving toward full competition in the electricity marketplace. The approach calls for several significant changes in electricity pricing, the ability to introduce new products and services, the method of rate-setting, and the operation of the New England Power Pool. The plan also calls for the phase-in of supplier choices through the use of pilot programs. Management believes that a fully competitive market for electricity should begin once all issues relating to the transition from traditional utility regulation have been thoroughly addressed. In addition to the formulation of this approach and ongoing meetings with legislators, regulators, and others in the industry, PSNH is moving ahead in other areas, including revenue enhancement initiatives, and cost reductions, to better position itself for an increasingly competitive environment. A comprehensive companywide effort, which started in 1994, to reengineer PSNH's business and operating processes continued throughout 1995. PSNH expects that this effort will have significant positive effects on operating costs and customer service. Many of the organizational changes in the operating and service functions announced in 1995 and early 1996 are consistent with the initial recommendations of the reengineering teams. While PSNH's reengineering efforts will be reduced in 1996, implementation costs relating to the previous reengineering efforts are expected to increase. With retail electric revenues accounting for approximately 80 percent of its 1995 revenues, PSNH has continued to develop a number of initiatives to retain and serve its existing customers and to expand its retail customer base. The most visible result of these efforts is the expansion of the Retail Marketing organization. Retail Marketing's mission is to better understand the needs and concerns of PSNH's retail customer and to develop innovative approaches to addressing these issues. These initiatives include providing discounts to certain customers for signing economic development and competitive generation- based contracts, offering demand-side-management services, and providing additional products and services. WORKFORCE REDUCTIONS In January 1996, NU completed its nuclear workforce reduction plan. Approximately 220 positions were eliminated through a combination of early retirements, attrition and layoffs. The total pretax cost of the workforce reduction, to the NU system, which was recognized in 1995, was approximately $9 million. RATE MATTERS PSNH follows accounting principles in accordance with Statement of Financial Accounting Standards (SFAS) 71, "Accounting for the Effects of Certain Types of Regulation" that allows the economic effects of rate regulation to be reflected. Under these principles, regulators may permit incurred costs for certain events or transactions, which would be treated as expenses by nonregulated enterprises, to be deferred as regulatory assets and recovered in revenues at a later date. The creation of these regulatory assets has kept down electric rates in past years, at the expense of having higher rates in the future. At December 31, 1995, PSNH's regulatory assets totaled approximately $430 million. The largest regulatory assets are related to the future recovery of energy cots, approximately $220 million, and income taxes, approximately $193 million. The substantial costs of amortizing these regulatory assets would hinder PSNH from competing effectively in an openly competitive electric market if customers are not required to pay such costs. Given the increasingly competitive nature of the industry and increased activity in the regulatory environment, PSNH has made the recovery of regulatory assets one of its central financial strategies, while balancing the customer's pricing needs with NU's shareholder's earnings requirements. Under its existing rate agreement, PSNH is allowed to recover a significant portion of its regulatory assets during the next five years. However, maintaining the present recovery level is dependent upon the outcome of negotiations between PSNH and the NHPUC when its current rate agreement expires. As the expiration of PSNH's current rate agreement approaches, negotiations will be held between PSNH and the NHPUC to determine whether, or to what extent, rates should be adjusted going forward. PSNH's strategy during these negotiations will be to maintain stable rates, applying any available earnings that may result to reduce the balance of its regulatory assets. Management is unable to predict the ultimate outcome of these negotiations, which will be subject to NHPUC approval. In March 1995, the Financial Accounting Standards Board (FASB) issued SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS 121, which was effective January 1, 1996, requires assets, including regulatory assets, that are no longer probable of recovery through future revenues be charged to earnings. If future competition or regulatory actions cause any portion of its operations to no longer be subject to SFAS 71, PSNH would be required to determine the fair value of the related regulatory assets and liabilities and record any necessary write-downs. Additionally, if events create uncertainty about the recoverability of any of PSNH'S remaining long-lived assets, a similar analysis would be required for those assets in accordance with SFAS 121. Under its current regulatory environment, PSNH believes that its use of SFAS 71 remains appropriate and that the adoption of SFAS 121 will not have a material impact on its financial position or results of operations. See the "Notes to Financial Statements," Note 1G, for further details on regulatory accounting. In June 1995, PSNH's base rates increased by 5.5 percent under the sixth step of a seven-year 1989 rate agreement approved by the NHPUC. In November 1995, the NHPUC authorized a PSNH request to reduce its Fuel and Purchased Power Adjustment Clause (FPPAC) rate, which took effect on December 1, 1995, and will continue through May 31, 1996. The decision reduced PSNH's overall rates by approximately 2.6 percent. In 1995, PSNH completed installation of equipment to comply with the Clean Air Act Amendments of 1990. The capitalized cost of the installation was approximately $25 million, and will cause PSNH to spend approximately $4 million annually for additional operation and maintenance costs. In April 1995, the NHPUC began proceedings to determine whether these costs are recoverable from customers. The NHPUC is allowing PSNH to recover these costs through the FPPAC, subject to refund, pending a final decision. The costs associated with purchases by PSNH from certain nonutility generators (NUGs) over the level assumed in rates are deferred for recovery over ten-year periods through the FPPAC. PSNH is attempting to renegotiate these arrangements with the NUGs. At December 31, 1995, the unrecovered deferral was approximately $192 million, including buyout payments of approximately $34 million for two of PSNH's eight wood-fired NUGs. By December 31, 1995, PSNH had reached agreements with the owners of the remaining six wood-fired NUGs. If consummated, these agreements could result in net savings of approximately $430 million to PSNH's customers over a period of 20 years following guaranteed payments of approximately $250 million. Management will reevaluate whether to proceed with these agreements if the NHPUC fails to provide for full recovery of stranded costs. NUCLEAR PERFORMANCE On January 31, 1996, the Nuclear Regulatory Commission (NRC) placed Millstone 1, 2, and 3 (Millstone) on its "watch list." The NRC's action was in response to a number of performance concerns which have arisen since 1990 and a failure to resolve employee safety concerns. The NRC's action will result in close monitoring of programs and performance at Millstone to assure the development and implementation of effective corrective actions. NU's management plans to continue its extensive efforts already underway to address these concerns. Concurrent with the NRC's action, NU provided the NRC with the results of a comprehensive self-assessment review of the employee concern program at Millstone. Additionally, in January 1996, NU announced a reorganization of its nuclear operations which included the creation of a new office of Nuclear Safety and Oversight. Operations at Millstone 3 have not been restricted by its placement on the "watch list". NU's management expects that the increased NRC attention will inevitably have effects and costs that are not known at this time. The Seabrook plant operated at 83.2 percent of capacity for the year ended December 31, 1995, compared with 61.6 percent in 1994 and a 1995 national average of 77.6 percent. The higher 1995 capacity factor was primarily the result of unplanned and extended outages in 1994 compared to only a 37.5-day planned refueling and maintenance outage in 1995, the unit's shortest to date. ENVIRONMENTAL MATTERS NU devotes substantial resources to identify and comply with the multitude of environmental requirements it faces. NU has active auditing programs addressing a variety of regulatory requirements, including an environmental auditing program to detect and remedy noncompliance with environmental laws or regulations. PSNH is potentially liable for environmental cleanup costs at a number of sites both inside and outside its service territory. To date, the future estimated environmental remediation liability has not been material with respect to the earnings or financial position of PSNH. At December 31, 1995, the company had recorded an environmental reserve amounting to approximately $5 million, as required under SFAS 5, ``ccounting for Contingencies.'' These costs could be significantly higher if alternative remedies become necessary. NUCLEAR DECOMMISSIONING PSNH's estimated cost to decommission its 2.85 percent share of Millstone 3 and NAEC's 35.98 percent share of Seabrook 1 is approximately $13 million and $153 million, respectively, in year-end 1995 dollars. These costs are being recognized over the lives of the respective units and a portion is being recovered through rates. Under the terms of the Rate Agreement, the company is obligated to pay NAEC's share of Seabrook's decommissioning costs, even if the unit is shut down prior to the expiration of its operating license. The FASB is currently reviewing the accounting for closure and removal costs, including decommissioning and similar costs, for long-lived assets. If current electric-power industry accounting practices for such decommissioning costs were changed, annual provisions for decommissioning would increase and the estimated costs for decommissioning would be recorded as a liability rather than as a component of accumulated depreciation. See the "Notes to Financial Statements," Note 4, for further information on nuclear decommissioning, including PSNH's share of costs to decommission the regional nuclear generating units . LIQUIDITY AND CAPITAL RESOURCES Cash provided from operations increased approximately $58 million in 1995, from 1994, primarily due to the 1994 payments to the NUGs. Cash used for financing activities increased approximately $97 million in 1995, from 1994, primarily due to the repayment of the Term Loan and the payment of its first common stock dividends in 1995. Cash used for investments decreased approximately $44 million in 1995, from 1994, primarily due to an increase in short-term loans to other NU system companies under the NU system Money Pool. The company has a more leveraged capital structure than most other investor- owned public utilities and is required to make substantial interest payments. The company's indebtedness under the Revolving Credit Facility, and some of the company's pollution control revenue bonds bear interest at floating rates to be set periodically, causing the company to be sensitive to fluctuating interest rates. PSNH has entered into an interest-rate-cap contract to reduce a portion of its interest-rate risk. In October 1995, Moody's Investors Service lowered its rating for PSNH and NAEC securities, bringing the rating for PSNH's First Mortgage Bonds below investment grade. Standard & Poor's had previously downgraded PSNH to below investment grade. NAEC securities had not been previously rated at investment grade. These downgrades could adversely affect the future availability and cost of funds for these companies. PSNH may be required to issue a significant amount of new debt in 1996, since it must fund the maturity of its $172.5 million first mortgage bond issue at the same time that it may need to finance more than $100 million for payments to its wood-fired NUG's. See the "Notes to Financial Statements," Note 7, for further information on derivative financial instruments and Notes 6, 7, and 10A, for information on construction and long-term debt funding requirements. RESULTS OF OPERATIONS OPERATING REVENUES The components of the change in operating revenues for the past two years are provided in the table below. Change In Operating Revenues Increase/(Decrease) 1995 vs. 1994 1994 vs. 1993 - ---------------------------------------------------------------------- (Millions of Dollars) Regulatory decisions $20 $20 Fuel, purchased power and FPPAC cost recoveries 49 32 Sales volume (11) 6 --- --- Total revenue change $58 $58 === === Revenues related to regulatory decisions increased, primarily due to the effects of the June 1995 and 1994 retail-rate increases. Fuel, purchased-power and FPPAC cost recoveries increased primarily due to higher fuel and purchased-power costs. Sales volume decreased as a result of price discounts, milder weather, and lower wholesale sales. Operating revenues increased approximately $58 million in 1994, from 1993. Revenues related to regulatory decisions increased primarily, due to the effects of the June 1994 and 1993 retail-rate increases. Fuel, purchased-power and FPPAC cost recoveries increased, primarily due to higher fuel and purchased- power costs. Sales volume increased as a result of higher retail sales from an improved economy and colder winter weather. Retail sales increased 2.0 percent in 1994 from 1993 sales levels. FUEL, PURCHASED AND NET INTERCHANGE POWER Fuel, purchased and net interchange power expense increased approximately $34 million in 1995, from 1994, primarily due to the timing in the recognition of fuel expenses under the FPPAC. Fuel, purchased and net interchange power increased approximately $15 million in 1994, from 1993, primarily due to an increase in purchased power. OTHER OPERATION AND MAINTENANCE EXPENSES Other operation and maintenance expenses increased by approximately $9 million in 1995, from 1994, primarily due to higher capacity charges under the Seabrook Power Contracts due to the 1995 refueling and maintenance outage at the Seabrook nuclear plant in 1995. Other operation and maintenance expenses increased by approximately $10 million in 1994, from 1993, primarily due to maintenance work during the two outages at the Seabrook nuclear plant in 1994 and higher storm-related expenses in 1994, partially offset by lower 1994 payroll and benefit costs and the cost of an employee-reduction program in 1993. See the "Notes to Financial Statements," Note 2, for further information on the Seabrook Power Contracts. DEPRECIATION EXPENSES Depreciation expenses increased by $6 million in 1995, from 1994, primarily due to the additional depreciation allowed from the savings from burning gas at Newington Station and an increase in plant additions. The change in depreciation expense in 1994, from 1993, was not significant. AMORTIZATION OF REGULATORY ASSETS, NET Although the change in 1995, from 1994, was not significant, amortization of regulatory assets net, decreased approximately $12 million in 1994, from 1993, primarily due to the higher amortization in 1994 of the regulatory liability recognized under a global settlement approved at the end of 1993. Approximately $128 million of pre-acquisition losses are being amortized over six years as a credit to amortization expense. 1994 included a full year of amortization as compared to only eight months of amortization in 1993. FEDERAL AND STATE INCOME TAXES Federal and state income taxes increased approximately $2 million in 1995, from 1994, primarily due to higher taxable income. Federal and state income taxes increased approximately $18 million in 1994, from 1993, primarily due to higher taxable income. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SELECTED FINANCIAL DATA ====================================================================================== Jan. 1, 1995 Jan. 1, 1994 Jan. 1, 1993 June 5, 1992(a) to to to to For the Periods Dec. 31, 1995 Dec. 31, 1994 Dec. 31, 1993 Dec. 31, 1992 - --------------------------------------------------------------------------------------- (Thousands of Dollars) Operating Revenues... $ 979,590 $ 922,039 $ 864,415 $ 492,559 Operating Income..... 155,520 152,086 124,710 61,206 Net Income (Loss).... 83,255 77,444 52,237 29,398 At Dec. 31, 1995 Dec. 31, 1994 Dec. 31, 1993 Dec. 31, 1992 - -------------------------------------------------------------------------------------- Total Assets......... $2,909,636 $2,845,967 $2,774,511 $2,793,768 Long-Term Debt (c)... 858,985 999,985 1,093,985 1,187,985 Liabilities Subject to Settlement(c)...... - - - - Preferred Stock Subject to Mandatory Redemption(c) 125,000 125,000 125,000 125,000 Preferred Stock Not Subject to Mandatory Redemption - - - - Obligations Under Seabrook Power Contract and Other Capital Lease(c)... 915,288 887,967 856,559 787,826 (a) PSNH was acquired by NU on June 5, 1992. (b) PSNH was reorganized on May 16, 1991. (c) Includes portions due within one year. SELECTED FINANCIAL DATA - ------------------------------------------------------- Jan. 1, 1992 May 16, 1991(b) January 1, 1991 to to to June 4, 1992 Dec. 31, 1991 May 15, 1991 - ------------------------------------------------------- (Thousands of Dollars) $ 381,769 $ 539,827 $ 246,281 34,250 82,755 21,616 12,778 52,694 (100,791) June 4, 1992 Dec. 31, 1991 May 15, 1991** - ------------------------------------------------------- (Thousands of Dollars) $2,693,414 $2,636,525 $2,502,237 1,488,985 1,515,985 - - - 1,901,803 125,000 125,000 - - - - - - - PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATISTICS - ------------------------------------------------------------------------------ Gross Electric Average Utility Plant Annual December 31, Use Per Electric (Thousands of kWh Sales Residential Customers Employees Dollars)(a) (Millions) Customer (kWh) (Average) (December 31) - ------------------------------------------------------------------------------ 1995 $2,716,060 11,001 6,576 406,077 1,325 1994 2,737,628 11,008 6,768 400,775 1,374 1993 2,760,228 11,146 6,817 397,277 1,426 1992(b) 2,763,075 12,294 6,874 394,046 1,680 1991 2,647,866 11,377 7,184 390,793 2,639 STATEMENTS OF QUARTERLY FINANCIAL DATA (Unaudited) - ----------------------------------------------------------------------------- Quarter Ended (c) ------------------------------------------------- 1995 March 31 June 30 September 30 December 31 - ----------------------------------------------------------------------------- Operating Revenues.......... $252,337 $232,849 $249,626 $244,778 ======== ======== ======== ======== Operating Income............ $ 41,858 $ 31,480 $ 40,333 $ 41,849 ========= ========= ========= ========= Net Income (Loss)........... $ 21,823 $ 13,892 $ 23,195 $ 24,345 ========= ========= ========= ========= 1994 - --------------------------------------------------------------------------- Operating Revenues.......... $249,279 $210,875 $227,976 $233,909 ======== ======== ======== ======== Operating Income............ $ 43,441 $ 32,388 $ 38,713 $ 37,544 ========= ========= ========= ========= Net Income.................. $ 24,278 $ 14,001 $ 19,262 $ 19,903 ========= ========= ========= ========= - --------------------------------------------------------------------------- (a) Includes reclassification of the unamortized acquisition costs to gross utility plant. (b) PSNH was acquired by NU on June 5, 1992. (c) Reclassifications of quarterly data have been made to conform with the current presentation.