1996 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................................ 33 Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 34 Selected Financial Data................................................. 45 Statements of Quarterly Financial Data.................................. 45 Statistics.............................................................. 46 WESTERN MASSACHUSETTS ELECTRIC COMPANY BALANCE SHEETS - --------------------------------------------------------------------------------------- At December 31, 1996 1995 - --------------------------------------------------------------------------------------- (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric................................................ $ 1,257,097 $ 1,234,738 Less: Accumulated provision for depreciation (Note 1F)........................ 503,989 462,872 ------------- ------------ 753,108 771,866 Construction work in progress........................... 15,968 18,957 Nuclear fuel, net......................................... 30,296 31,574 ------------- ------------ Total net utility plant............................... 799,372 822,397 ------------- ------------ Other Property and Investments: Nuclear decommissioning trusts, at market............... 83,611 69,903 Investments in regional nuclear generating companies, at equity (Note 1E)......................... 15,448 14,820 Other, at cost.......................................... 4,367 4,018 ------------- ------------ 103,426 88,741 ------------- ------------ Current Assets: Cash.................................................... 67 202 Receivables, less accumulated provision for uncollectible accounts of $2,121,000 in 1996 and $2,230,000 in 1995................................ 40,168 42,164 Accounts receivable from affiliated companies........... 3,525 951 Accrued utility revenues................................ 12,394 11,119 Fuel, materials, and supplies, at average cost.......... 5,317 5,114 Prepayments and other................................... 12,262 9,176 ------------- ------------ 73,733 68,726 ------------- ------------ Deferred Charges: Regulatory assets (Note 1H)............................. 210,852 160,986 Unamortized debt expense................................ 1,866 1,496 Other................................................... 888 - ------------- ------------ 213,606 162,482 ------------- ------------ Total Assets........................................ $ 1,190,137 $ 1,142,346 ============= ============ The accompanying notes are an integral part of these financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY BALANCE SHEETS - --------------------------------------------------------------------------------------- At December 31, 1996 1995 - --------------------------------------------------------------------------------------- (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock,$25 par value--authorized and outstanding 1,072,471 shares in 1996 and 1995........ $ 26,812 $ 26,812 Capital surplus, paid in................................ 150,911 150,182 Retained earnings....................................... 97,045 115,296 ------------- ------------ Total common stockholder's equity.............. 274,768 292,290 Cumulative preferred stock-- $100 par value--authorized 1,000,000 shares; outstanding 200,000 shares in 1996 and 1995; $25 par value--authorized 3,600,000 shares; outstanding 840,000 shares in 1996 2,300,000 shares in 1995 Preferred stock not subject to mandatory redemption..... 20,000 53,500 Preferred stock subject to mandatory redemption......... 21,000 22,500 Long-term debt.......................................... 334,742 347,470 ------------- ------------ Total capitalization........................... 650,510 715,760 ------------- ------------ Obligations Under Capital Leases (Note 8)................. 29,269 20,855 ------------- ------------ Current Liabilities: Notes payable to affiliated company..................... 47,400 24,050 Long-term debt and preferred stock--current portion................................................ 14,700 1,500 Obligations under capital leases--current portion................................................ 2,965 15,156 Accounts payable........................................ 26,698 14,475 Accounts payable to affiliated companies................ 20,256 11,604 Accrued taxes........................................... 881 1,686 Accrued interest........................................ 5,643 5,670 Nuclear compliance (Note 11B)........................... 11,800 - Other................................................... 4,754 7,768 ------------- ------------ 135,097 81,909 ------------- ------------ Deferred Credits: Accumulated deferred income taxes (Note 1I)............. 245,253 259,595 Accumulated deferred investment tax credits (Note 7)<F7>........................................... 24,833 26,302 Deferred contractual obligations (Note 11F)............. 84,598 18,814 Other................................................... 20,577 19,111 ------------- ------------ 375,261 323,822 ------------- ------------ Commitments and Contingencies (Note 11) ------------- ------------ Total Capitalization and Liabilities........... $ 1,190,137 $ 1,142,346 ============= ============ The accompanying notes are an integral part of these financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY STATEMENTS OF INCOME - ------------------------------------------------------------------------------ For the Years Ended December 31, 1996 1995 1994 - ------------------------------------------------------------------------------ (Thousands of Dollars) Operating Revenues............................. $421,337 $420,434 $421,477 --------- --------- --------- Operating Expenses: Operation -- Fuel, purchased and net interchange power. 115,664 86,738 67,365 Other..................................... 148,724 143,000 130,683 Maintenance.................................. 56,201 37,447 35,430 Depreciation................................. 39,710 37,924 36,885 Amortization of regulatory assets............ 9,170 19,562 29,118 Federal and state income taxes (Note 7)...... 5,995 14,060 32,653 Taxes other than income taxes................ 19,850 18,639 18,403 --------- --------- --------- Total operating expenses............... 395,314 357,370 350,537 --------- --------- --------- Operating Income............................... 26,023 63,064 70,940 --------- --------- --------- Other Income: Equity in earnings of regional nuclear generating companies....................... 1,800 1,771 2,031 Other, net................................... 1,153 1,232 3,687 Income taxes................................. 1,068 262 (71) --------- --------- --------- Other income, net...................... 4,021 3,265 5,647 --------- --------- --------- Income before interest charges......... 30,044 66,329 76,587 --------- --------- --------- Interest Charges: Interest on long-term debt................... 24,094 26,840 27,678 Other interest............................... 2,028 356 (548) --------- --------- --------- Interest charges, net.................. 26,122 27,196 27,130 --------- --------- --------- Net Income..................................... $ 3,922 $ 39,133 $ 49,457 ========= ========= ========= 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, 1996 1995 1994 - -------------------------------------------------------------------------------------------------- (Thousands of Dollars) Operating Activities: Net Income.................................................. $ 3,922 $ 39,133 $ 49,457 Adjustments to reconcile to net cash from operating activities: Depreciation.............................................. 39,710 37,924 36,885 Deferred income taxes and investment tax credits, net..... (3,439) 3,418 10,256 Deferred Millstone 3 return............................... - 7,146 13,427 Recoverable energy costs, net of amortization............. (10,517) 1,285 (8,622) Nuclear compliance, net (Note 11B)........................ 11,800 - - Deferred nuclear refueling outage, net of amortization.... 6,188 (8,857) (1,016) Other sources of cash..................................... 21,248 32,266 28,569 Other uses of cash........................................ (10,270) (8,039) (23,701) Changes in working capital: Receivables and accrued utility revenues.................. (1,853) (1,933) 6,470 Fuel, materials and supplies.............................. (203) (285) 2,228 Accounts payable.......................................... 20,875 (11,669) 8,239 Accrued taxes............................................. (805) (3,474) (1,862) Other working capital (excludes cash)..................... (8,144) 1,256 (2,991) ----------- ----------- ----------- Net cash flows from operating activities...................... 68,512 88,171 117,339 ----------- ----------- ----------- Financing Activities: Issuance of long-term debt.................................. - - 90,000 Net increase (decrease) in short-term debt.................. 23,350 24,050 (6,000) Reacquisitions and retirements of long-term debt............ - (34,550) (104,169) Reacquisitions and retirements of preferred stock........... (36,500) (15,675) (7,325) Cash dividends on preferred stock........................... (5,305) (4,944) (5,897) Cash dividends on common stock.............................. (16,494) (30,223) (29,514) ----------- ----------- ----------- Net cash flows used for financing activities.................. (34,949) (61,342) (62,905) ----------- ----------- ----------- Investment Activities: Investment in plant: Electric utility plant.................................... (23,468) (27,084) (32,680) Nuclear fuel.............................................. 541 75 (4,928) ----------- ----------- ----------- Net cash flows used for investments in plant................ (22,927) (27,009) (37,608) NU System Money Pool........................................ - 8,750 (8,750) Investment in nuclear decommissioning trusts................ (9,794) (8,503) (7,761) Other investment activities, net............................ (977) 46 (395) ----------- ----------- ----------- Net cash flows used for investments........................... (33,698) (26,716) (54,514) ----------- ----------- ----------- Net Increase (Decrease) In Cash For The Period................ (135) 113 (80) Cash - beginning of period.................................... 202 89 169 ----------- ----------- ----------- Cash - end of period.......................................... $ 67 $ 202 $ 89 =========== =========== =========== Supplemental Cash Flow Information: Cash paid during the year for: Interest, net of amounts capitalized........................ $ 21,725 $ 25,551 $ 25,174 =========== =========== =========== Income taxes................................................ $ 7,816 $ 14,385 $ 30,040 =========== =========== =========== Increase in obligations: Niantic Bay Fuel Trust...................................... $ 669 $ 7,851 $ 12,237 =========== =========== =========== 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, 1994............... $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 the 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 Net income for 1996.................. 3,922 3,922 Cash dividends on preferred stock.............................. (5,305) (5,305) Cash dividends on common stock....... (16,494) (16,494) Loss on retirement of preferred stock.............................. (374) (374) Capital stock expenses, net.......... 729 729 -------- --------- --------- --------- Balance at December 31, 1996............. $26,812 $150,911 $ 97,045 $274,768 ======== ========= ========= ========= (a) The company has dividend restrictions imposed by its long-term debt agreements. At December 31, 1996, 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. ABOUT WESTERN MASSACHUSETTS ELECTRIC COMPANY 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. The 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 support services for the system companies and, in some cases, for other New England utilities. Northeast Utilities Service Company (NUSCO) provides centralized accounting, administrative, information resources, engineering, financial, legal, operational, planning, purchasing, and other services to the system companies. Northeast Nuclear Energy Company (NNECO) acts as an agent for system companies in operating the Millstone nuclear generating facilities. B. PRESENTATION 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. 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. C.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). D.NEW ACCOUNTING STANDARDS The Financial Accounting Standards Board (FASB) has 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," which established accounting standards for evaluating and recording asset impairment. The company adopted SFAS 121 as of January 1, 1996. See Note 1H, "Summary of Significant Accounting Policies - Regulatory Accounting and Assets" for further information on the regulatory impacts of the company's adoption of SFAS 121. See Note 10, "Sale of Customer Receivables," and Note 11C, "Commitments and Contingencies-Environmental Matters," for information on newly issued accounting and reporting standards related to those specific areas. E.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 (a) (CY) ................ 9.5% Yankee Atomic Electric Company (a) (YAEC) ....................... 7.0 Maine Yankee Atomic Power Company (MY) .......................... 3.0 Vermont Yankee Nuclear Power Corporation (VY) ................... 2.5 (a) YAEC's and CY's nuclear power plants were shutdown permanently on February 26, 1992 and December 4, 1996, respectively. 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. WMECO's investments in the Yankee companies at December 31, 1996 are: (Thousands of Dollars) Connecticut Yankee Atomic Power Company .............. $10,165 Yankee Atomic Electric Company ........................ 1,673 Maine Yankee Atomic Power Company .................... 2,247 Vermont Yankee Nuclear Power Corporation .............. 1,363 $15,448 The electricity produced by MY and VY 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 11F, "Commitments and Contingencies - Long-Term Contractual Arrangements." For more information on the Yankee companies, see Note 2, "Nuclear Decommissioning" and Note 11B, "Commitments and Contingencies - Nuclear Performance." Millstone 1: WMECO has a 19 percent joint-ownership interest in Millstone 1, a 660-megawatt (MW) nuclear generating unit. As of December 31, 1996 and 1995, plant-in-service included approximately $90.2 million and $87.4 million, respectively, and the accumulated provision for depreciation included approximately $37.2 million and $34.5 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, 1996 and 1995, plant-in-service included approximately $161.4 million and $160.0 million, respectively, and the accumulated provision for depreciation included approximately $51.7 million and $45.8 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, 1996 and 1995, plant-in-service included approximately $377.7 million and the accumulated provision for depreciation included approximately $99.8 million and $90.6 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. For more information regarding the Millstone units, see Note 11B, "Commitments and Contingencies - Nuclear Performance." F.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 rates 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 3.2 percent in 1996, 3.1 percent in 1995 and 1994. See Note 2, "Nuclear Decommissioning," for information on nuclear plant decommissioning. WMECO's nonnuclear generating facilities have limited service lives. Plant may be retired in place or dismantled based upon expected future needs, the economics of the closure and environmental concerns. The costs of closure and removal are incremental costs and, for financial reporting purposes, are accrued over the life of the asset as part of depreciation. At December 31, 1996, the accumulated provision for depreciation included approximately $3.2 million accrued for the cost of removal, net of salvage for nonnuclear generation property. G.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. H.REGULATORY ACCOUNTING AND ASSETS 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 through 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 continues to believe that its use of regulatory accounting remains appropriate. SFAS 121 requires the evaluation of long-lived assets, including regulatory assets, for impairment when certain events occur or when conditions exist that indicate the carrying amounts of assets may not be recoverable. SFAS 121 requires that any long-lived 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. The implementation of SFAS 121 did not have a material impact on the company's financial position or results of operations as of December 31, 1996. Management continues to believe that it is probable that the company will recover its investments in long-lived assets through future revenues. This conclusion may change in the future as competitive factors influence wholesale and retail pricing in electric utility industry or if the cost-of-service based regulatory structure were to change. The components of WMECO's regulatory assets are as follows: At December 31, 1996 1995 (Thousands of Dollars) Income taxes, net (Note 1I) ................ $ 71,519 $ 87,829 Unrecovered contractual obligations (Note 2) ................................. 84,598 18,814 Amortizable property investment - Millstone 3 .............................. - 5,600 Recoverable energy costs (Note 1J) ......... 17,510 4,974 Other ...................................... 37,225 43,769 $210,852 $160,986 For more information on the company's regulatory environment and the potential impacts of restructuring, see Note 11A, "Commitments and Contingencies-Restructuring," and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). I.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 taxable income) 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 7, "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 is as follows: At December 31, 1996 1995 (Thousands of Dollars) Accelerated depreciation and other plant-related differences ............ $218,389 $222,520 Regulatory assets - income tax gross up .... 29,457 34,540 Other ...................................... (2,593) 2,535 $245,253 $259,595 J.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, 1996, the company's total D&D deferrals were approximately $11 million. For additional information regarding recoverable energy costs see the MD&A. K.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 must be made prior to the first delivery of spent fuel to the DOE. The DOE was originally scheduled to begin accepting delivery of spent fuel in 1998. However, delays in identifying a permanent storage site have continually postponed plans for the DOE's long-term storage and disposal site. The DOE's current estimate for an available site is 2010. Until such payment is made, the outstanding balance will continue to accrue interest at the three-month Treasury Bill Yield Rate. At December 31, 1996, fees due to the DOE for the disposal of prior-period fuel were approximately $37.1 million, including interest costs of $21.5 million. As of December 31, 1996, all fees had been collected through rates. 2. 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 1996 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 1996 dollars, is $74.1 million, $65.5 million, and $56.6 million, respectively. The Millstone units decommissioning costs will be increased annually by their respective 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 $6.2 million in 1996, $5.0 million in 1995, and $4.8 million in 1994. Nuclear decommissioning, as a cost of removal, is included in the accumulated provision for depreciation on the Balance Sheets. At December 31, 1996, the balance in the accumulated reserve for decommissioning amounted to $83.6 million. WMECO has established external decommissioning trusts through a trustee for its portion of the costs of decommissioning Millstone 1, 2, and 3. Funding of the estimated decommissioning costs assumes levelized collections for the Millstone units and after-tax earnings on the Millstone decommissioning funds of 5.8 percent. As of December 31, 1996, WMECO has collected, through rates, $53.5 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 and financing fund 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. MY and VY: Each Yankee company owns a single nuclear generating unit. MY and VY have service lives that are expected to end in 2008 and 2012, respectively. The estimated cost, in year-end 1996 dollars, of decommissioning WMECO's ownership share of units owned and operated by MY and VY is $11.1 million and $9.1 million, respectively. Under the terms of the contracts with the Yankee companies, the shareholder-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. CY and YAEC: On December 4, 1996, the board of directors of CY voted unanimously to cease permanently the production of power at its nuclear plant. The system companies relied on CY for approximately 3 percent of their capacity. CY has undertaken a number of regulatory filings intended to implement the decommissioning and the recovery of remaining assets of CY. During late December, 1996, CY filed an amendment to its power contracts to clarify the obligations of its purchasing utilities following the decision to cease power production. At December 31, 1996, the estimated obligation, including decommissioning amounted to $762.8 million of which the company's share was approximately $72.5 million. YAEC is in the process of decommissioning its nuclear facility. At December 31, 1996, the estimated remaining costs, including decommissioning, amounted to $173.3 million of which the company's share was approximately $12.1 million. Management expects that WMECO will continue to be allowed to recover these costs from its customers. Accordingly, WMECO has recognized these costs as regulatory assets, with corresponding obligations, on its Balance Sheets. Proposed Accounting: The staff of the SEC has questioned certain of the current accounting practices of the electric utility industry, including the company, regarding the recognition, measurement and classification of decommissioning costs for nuclear generating units in the financial statements. In response to these questions, FASB agreed to review the accounting for removal costs, including decommissioning, and issued a proposed statement entitled "Accounting for Liabilities Related to Closure or Removal of Long-Lived Assets," in February, 1996. If current electric utility industry accounting practices for decommissioning are changed in accordance with the proposed statement: (1) annual provisions for decommissioning could increase; (2) the estimated cost for decommissioning could be recorded as a liability with an offset to plant rather than as part of accumulated depreciation, and (3) trust fund income from the external decommissioning trusts could be reported as investment income rather than as a reduction to decommissioning expense. 3. SHORT-TERM DEBT Limits: The amount of short-term debt borrowings that may be incurred by WMECO is subject to periodic approval by either the SEC under the 1935 Act or by its state regulator. In addition, the charter of WMECO contains provisions restricting the amount of short-term debt borrowings. Under the SEC and/or charter restrictions, WMECO was authorized, as of January 1, 1997, to incur short-term borrowings up to a maximum of $150 million. Credit Agreements: In November, 1996, NU entered into a three-year revolving credit agreement (New Credit Agreement) with a group of 12 banks. Under the terms of the New Credit Agreement, NU, CL&P and WMECO will be able to borrow up to $150 million, $313.75 million, and $150 million, respectively. The overall limit for all of the borrowing system companies under the entire New Credit Agreement is $313.75 million. WMECO is obligated to pay a facility fee of .30 percent per annum of each bank's total commitment under the new credit facility which will expire November 21, 1999. At December 31, 1996, there were $27.5 million in borrowings under this agreement, all of which were borrowed by other system companies. Access to the New Credit Agreement is contingent upon certain financial tests being met. NU is currently renegotiating these restrictions so that the financial impacts of the current nuclear outages do not impact the ability to access these facilities. Through February 21, 1997, CL&P and WMECO have satisfied all financial covenants required under their respective borrowing facilities, but NU needed and obtained a limited waiver of an interest coverage covenant that had to be satisfied for NU to borrow under the New Credit Agreement. NU, CL&P and WMECO are currently maintaining their access to the New Credit Agreement under an interim written arrangement, under which NU agreed not to borrow more than $27.5 million against the facility. In addition to the New Credit Agreement, NU, CL&P, WMECO, HWP, NNECO and The Rocky River Realty Company (RRR) have various revolving credit lines through separate bilateral credit agreements. Under the remaining three-year portion of the facility, four banks maintain commitments to the respective system companies totaling $56.25 million. NU, CL&P and WMECO may borrow up to the aggregate $56.25 million, whereas HWP, NNECO and RRR may borrow up to their short-term debt limit of $5 million, $50 million, and $22 million, respectively. Under the terms of the agreement, the system companies are obligated to pay a facility fee of .15 percent per annum of each bank's total commitment under the three-year portion of the facility. These commitments will expire December 3, 1998. At December 31, 1996 and 1995, there were $11.3 million and $42.5 million in borrowings, respectively, under the facility all of which had been borrowed by other system companies. Under both credit facilities above, the company may borrow funds on a short- term revolving basis under the remaining portion of its agreement, using either fixed-rate loans or standby loans. Fixed rates are set using competitive bidding. Standby loans are based upon several alternative variable rates. Maturities of WMECO's short-term debt obligations are for periods of three months or less. Money Pool: 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, 1996 and 1995, WMECO had $47.4 million and $24.1 million, respectively, of borrowings outstanding from the Pool. The interest rate on borrowings from the Pool at December 31, 1996 and 1995 was 6.3 percent and 4.7 percent, respectively. For further information on short-term debt see the MD&A. 4. PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION Details of preferred stock not subject to mandatory redemptions are: December 31, Shares 1996 Outstanding Redemption December 31, December 31, Description Price 1996 1996 1995 1994 (Thousands of Dollars) 7.72% Series B of 1971 ........ $103.51 200,000 $20,000 $20,000 $20,000 1988 Adjustable Rate DARTS ....... - - - 33,500 48,500 Total preferred stock not subject to mandatory redemption ..... $20,000 $53,500 $68,500 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. 5. PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION Details of preferred stock subject to mandatory redemption are: December 31 Shares 1996 Outstanding Redemption December 31, December 31, Description Price* 1996 1996 1995 1994 (Thousands of Dollars) 7.60% Series of 1987 ........... $25.76 840,000 $21,000 $24,000 $24,675 Less preferred stock to be redeemed within one year, net of reacquired stock .............. - 1,500 675 Total preferred stock subject to mandatory redemption ......... $21,000 $22,500 $24,000 *Redemption price reduces in future years. The minimum sinking-fund provisions of the 1987 Series subject to mandatory redemption at December 31, 1996, for the years 1997 through 2001, are $0 in 1997 and $1.5 million per year for 1998 through 2001. 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. 6. LONG-TERM DEBT Details of long-term debt outstanding are: December 31, 1996 1995 (Thousands of Dollars) First Mortgage Bonds: 5 3/4% Series F, due 1997......... $ 14,700 $ 14,700 6 3/4% Series G, due 1998......... 9,800 9,800 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................... 259,500 259,500 Pollution Control Notes: Tax Exempt Series A, due 2028............... 53,800 53,800 Fees and interest due for spent fuel disposal costs (Note 1K).............. 37,055 35,180 Less: Amounts due within one year........... 14,700 - Unamortized premium and discount, net........ (913) (1,010) Long-term debt, net.......................... $334,742 $347,470 Long-term debt maturities and cash sinking-fund requirements on debt outstanding at December 31, 1996 for the years 1997 through 2001 are approximately $14.7 million, $9.8 million, $40 million, $60 million, and $0 million, respectively. In addition, there are annual one-percent sinking-and improvement-fund requirements, currently amounting to $2.6 million for 1997, $2.4 million for 1998 and 1999, $2.0 million for 2000, and $1.4 million for 2001. 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, 1996 and 1995, 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 3.3 percent for 1996 and 3.7 percent for 1995. 7. INCOME TAX EXPENSE The components of the federal and state income tax provisions charged to operations are: For the Years Ended December 31, 1996 1995 1994 (Thousands of Dollars) Current income taxes: Federal............................ $7,007 $ 7,419 $18,358 State.............................. 1,358 2,961 4,110 Total current.................... 8,365 10,380 22,468 Deferred income taxes, net: Federal............................ (1,805) 4,130 9,697 State.............................. (165) 1,003 2,267 Total deferred...................(1,970) 5,133 11,964 Investment tax credits, net.......... (1,468) (1,715) (1,708) Total income tax expense............. $4,927 $13,798 $32,724 The components of total income tax expense are classified as follows: Income taxes charged to operating expenses................. $5,995 $14,060 $32,653 Other income taxes .................. (1,068) (262) 71 Total income tax expense............. $4,927 $13,798 $32,724 Deferred income taxes are comprised of the tax effects of temporary differences as follows: For the Years Ended December 31, 1996 1995 1994 (Thousands of Dollars) Depreciation, leased nuclear fuel, settlement credits, and disposal costs.............. $ 32 $9,066 $ 7,016 Energy adjustment clause.......... 4,102 (1,549) 3,598 Expenses associated with nuclear outages................. (4,633) - - Demand side management............ 1,557 (1,184) 466 Nuclear plant deferrals........... (2,258) 2,468 (1,802) Bond redemptions.................. (502) (572) 1,535 Other............................. (268) (3,096) 1,151 Deferred income taxes, net....... $(1,970) $5,133 $11,964 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, 1996 1995 1994 (Thousands of Dollars) Expected federal income tax at 35 percent of pretax income for.... $2,946 $18,526 $28,763 Tax effect of differences: Depreciation....................... 2,280 2,173 1,740 Amortization of regulatory assets.. 1,029 1,665 3,347 Investment tax credit amortization. (1,468) (1,715) (1,708) State income taxes, net of federal benefit.................. 776 2,577 4,144 Adjustment for prior years' taxes.. - (7,702) (825) Dividends received reduction....... (378) (481) (520) Other, net......................... (258) (1,245) (2,217) Total income tax expense............ $4,927 $13,798 $32,724 8. LEASES WMECO and CL&P finance up to $450 million of nuclear fuel for Millstone 1 and 2 and their respective shares of the nuclear fuel for Millstone 3 under the Niantic Bay Fuel Trust (NBFT) capital lease agreement. WMECO and CL&P make quarterly lease payments for the cost of nuclear fuel consumed in the reactors, based on a units-of-production method at rates which reflect estimated kilowatt-hours of energy provided, plus financing costs associated with the fuel in the reactors. Upon permanent discharge from the reactors, ownership of the nuclear fuel transfers to WMECO and CL&P. WMECO has also entered into lease agreements for the use of data processing and office equipment, vehicles, nuclear control room simulators and office space. The provisions of these lease agreements generally provide for renewal options. The following rental payments have been charged to expense: Year Capital Leases Operating Leases 1996 .....................$ 3,598,000 $6,410,000 1995 ......................12,553,000 6,398,000 1994 ......................13,594,000 6,485,000 Interest included in capital lease rental payments was $1,858,000 in 1996, $1,954,000 in 1995, and $1,845,000 in 1994. Substantially all of the capital lease rental payments were made pursuant to the nuclear fuel lease agreement. Future minimum lease payments under the nuclear fuel capital lease cannot be reasonably estimated on an annual basis due to variations in the usage of nuclear fuel. Future minimum rental payments, excluding annual nuclear fuel lease payments and executory costs such as property taxes, state use taxes, insurance, and maintenance, under long-term noncancelable leases, as of December 31, 1996 are: Year Operating Leases (Thousands of Dollars) 1997 ................................$ 4,500 1998 ................................ 3,500 1999 ................................ 3,200 2000 ................................ 3,000 2001 ................................ 2,700 After 2001 ........................... 24,500 Future minimum lease payments ....... $41,400 It is possible that certain operating lease payments related to NUSCO leases will be accelerated from future years into 1997. See Note 11G, "The Rocky River Realty Company - Obligations" for additional information. 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 the employees' highest eligible compensation during 60 consecutive months of employment. The company's direct portion of the system's pension income, part of which was charged to utility plant, approximated $2.0 million in 1996, $2.7 million in 1995 and $1.0 million in 1994. The company's pension costs for 1996, 1995 and 1994 included approximately $1.0 million, $0 million, and $0.8 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, 1996 1995 1994 (Thousand of Dollars) Service cost....................... $ 2,932 $ 1,645 $ 2,720 Interest cost...................... 7,786 7,757 7,655 Return on plan assets.............. (22,174) (29,798) 221 Net amortization................... 9,458 17,669 (11,635) Net pension income................. $(1,998) $(2,727) $(1,039) For calculating pension cost, the following assumptions were used: For the Years Ended December 31, 1996 1995 1994 Discount rate.......................... 7.50% 8.25% 7.75% Expected long-term rate of return............................ 8.75 8.50 8.50 Compensation/progression rate.......... 4.75 5.00 4.75 The following table represents the plan's funded status reconciled to the Balance Sheets: At December 31, 1996 1995 (Thousands of Dollars) Accumulated benefit obligation, including vested benefits at December 31, 1996 and 1995 of $85,094,000 and $84,943,000, respectively ....................... $ 91,170 $ 90,154 Projected benefit obligation.......... $107,816 $107,527 Market value of plan assets........... 157,863 143,632 Market value in excess of projected benefit obligation........ 50,047 36,105 Unrecognized transition amount........ (1,963) (2,198) Unrecognized prior service costs...... 1,213 (525) Unrecognized net gain................. (46,486) (32,570) Prepaid pension asset ................ $ 2,811 $ 812 The following actuarial assumptions were used in calculating the plan's year-end funded status: At December 31, 1996 1995 Discount rate............................ 7.75% 7.50% Compensation/progression rate............ 4.75 4.75 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 SFAS 106 benefits, part of which were deferred or charged to utility plant, approximated $3.8 million in 1996, $4.4 million in 1995, and $5.0 million in 1994. 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, 1996 1995 1994 (Thousands of Dollars) Service cost....................... $ 490 $ 490 $ 519 Interest cost...................... 2,236 2,544 2,703 Return on plan assets.............. (883) (718) 19 Amortization of unrecognized transition obligation............ 1,641 1,641 1,641 Other amortization, net............ 353 473 76 Net health care and life insurance costs.................. $3,837 $4,430 $4,958 For calculating WMECO's SFAS 106 benefit costs, the following assumptions were used: For the Years Ended December 31, 1996 1995 1994 Discount rate...................... 7.50% 8.00% 7.75% Long-term rate of return - Health assets, net of tax........ 5.25 5.00 5.00 Life assets...................... 8.75 8.50 8.50 The following table represents the plan's funded status reconciled to the Balance Sheets: At December 31, 1996 1995 (Thousands of Dollars) Accumulated postretirement benefit obligation of: Retirees...................................... $24,614 $28,787 Fully eligible active employees........... ... 28 28 Active employees not eligible to retire....... 5,449 5,847 Total accumulated postretirement benefit obligation........................... 30,091 34,662 Market value of plan assets.................... 10,215 5,339 Accumulated postretirement benefit obligation in excess of plan assets.......... (19,876) (29,323) Unrecognized transition amount................. 26,259 27,901 Unrecognized net gain.......................... (6,765) (1,399) Accrued postretirement benefit liability....... $ (382) $(2,821) The following actuarial assumptions were used in calculating the plan's year-end funded status: At December 31, 1996 1995 Discount rate.................................. 7.75% 7.50% Health care cost trend rate (a)................ 7.23 8.40 (a) The annual growth in per capita cost of covered health care benefits was assumed to decrease to 4.91 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, 1996, by $1.8 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 health plan assets is subject to federal income taxes at a 39.6 percent tax rate. WMECO is currently recovering SFAS 106 costs. 10. SALE OF CUSTOMER RECEIVABLES WMECO has entered into an agreement to sell up to $40 million of eligible customer billed and unbilled accounts receivable. The eligible receivables are sold with limited recourse. The agreement was entered into during September, 1996 and will expire in five years. The company has retained collection responsibilities for receivables which have been sold under the agreement. As collections reduce previously sold undivided interests, new receivables would routinely be sold. The agreements provide for a loss reserve determined by a formula which reflects credit exposure. As of February 21, 1997, WMECO has sold approximately $15 million of their accounts receivable under this agreement. The FASB issued SFAS 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," in June, 1996. SFAS 125 became effective on January 1, 1997, and establishes, in part, criteria for concluding whether a transfer of financial assets in exchange for consideration should be accounted for as a sale or as a secured borrowing. WMECO is in the process of restructuring its receivable program to comply with the requirements of SFAS 125. Management believes that the adoption of SFAS 125 will not have a material impact on the company's financial position or results of operations. 11. COMMITMENTS AND CONTINGENCIES A. RESTRUCTURING Although WMECO continues to operate under cost-of-service based regulation, various restructuring initiatives in its jurisdiction have created uncertainty with respect to future rates and the recovery of strandable investments and certain future costs such as purchase power obligations. Strandable investments are regulatory assets or other assets that would not be economical in a competitive environment. Management is unable to predict the ultimate outcome of restructuring initiatives; however, it believes that it is entitled to full recovery of its prudently incurred costs, including regulatory assets and strandable investments based on the general nature of public utility cost of service regulation. For further information on restructuring, see the MD&A. B. NUCLEAR PERFORMANCE Millstone: The three Millstone units are managed by NNECO. Millstone 1, 2, and 3 have been out of service since November 4, 1995, February 21, 1996 and March 30, 1996, respectively, and are on the Nuclear Regulatory Commission's (NRC) watch list. The company has restructured its nuclear organization and is currently implementing comprehensive plans to restart the units. According to the plans, each unit's recovery team will be working towards restart of its respective unit on a parallel basis with the other two units. Based upon management's current plans, it is estimated that one of the units will be ready for restart in the third quarter of 1997 with the other two units being ready for restart during the fourth quarter of 1997 and the first quarter of 1998, respectively. The NRC has also issued two orders affecting the Millstone units on the subjects of independent corrective action verification and employee concerns. Independent third parties have been retained by NNECO and are awaiting NRC approval. Prior to and following notification to the NRC that the units are ready to resume operations, the NRC staff will conduct extensive reviews and inspections and, prior to such notification, independent corrective action, verification teams will also inspect each unit. The units will not be allowed to restart without an affirmative vote of the NRC commissioners following completion of these reviews and inspections. Management cannot estimate when the NRC will allow any of the units to restart, but hopes to have at least one unit operating in the second half of 1997. The company is currently incurring substantial costs, including replacement power costs, while the three Millstone units are not operating. Management does not expect to recover a substantial portion of these costs. WMECO expensed approximately $33 million of incremental nonfuel nuclear operation and maintenance costs (O&M) in 1996, including a reserve of $12 million against 1997 expenditures. Management estimates WMECO will expense approximately $73 million of nonfuel nuclear O&M costs in 1997. As discussed above, management cannot predict when the NRC will allow any of the Millstone units to return to service and thus cannot estimate the total replacement power costs WMECO will ultimately incur. Replacement power costs for WMECO are expected to average approximately $5 million per month during 1997 while all three Millstone units remain out of service. Management believes the system has sufficient resources to fund the restoration of the Millstone units to service under its present timetable. MY: The system companies rely on MY for approximately two percent of their capacity. The MY nuclear generating plant has been limited to operating at 90 percent of capacity since early 1996, pending the resolution of issues related to investigations initiated by the NRC, and on December 6, 1996, was taken off line to resolve cable- separation and associated issues. The NRC has notified MY that the NRC staff has placed the MY plant on its watch list. Returning the plant to service will require NRC approval. Management cannot predict when MY's plant will be allowed to return to service and expects there will be substantial costs associated with the NRC's actions that cannot be accurately estimated at this time. Potential Litigation: The non-NU owners of Millstone 3 have been paying their share of the monthly costs for Millstone 3 since the unit went out of service in March, 1996, but have reserved their rights to contest whether the NU system companies have any responsibility for the additional costs the non-NU owners have borne as a result of the current outage. No formal claims have been made, but management believes that it is possible that some or all of the non-NU owners will assert liability on the part of the NU system. CL&P and WMECO, through NNECO as agent, operate Millstone 3 at cost, and without profit, under a Sharing Agreement that obligates them to utilize good utility operating practice and requires the joint owners to share the risk of employee negligence and other risks pro rata in accordance with their ownership shares. The Sharing Agreement provides that CL&P and WMECO would only be liable for damages to the non-NU owners for a deliberate breach of the Sharing Agreement. At December 31, 1996, the costs related to this potential litigation were estimated to be $2.5 million for incremental O&M costs and to be between $8 and $10 million for replacement power costs. These costs are likely to increase as long as Millstone 3 remains out of service. NU will vigorously contest such suits if they are brought. C. ENVIRONMENTAL MATTERS WMECO is subject to regulation by federal, state and local authorities with respect to air and water quality, the handling and 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. 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. The cumulative long-term cost impact of increasingly stringent environmental requirements cannot accurately be estimated. WMECO has recorded a liability based upon currently available information for what it believes 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, 1996, the liability recorded by WMECO for its estimated environmental remediation costs, excluding any possible insurance recoveries or recoveries from third parties, amounted to approximately $1.4 million, which management has determined to be the most probable amount within the range of $1.4 million to $5.9 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. On October 10, 1996, the American Institute of Certified Public Accountants issued Statement of Position 96-1, "Environmental Remediation Liabilities" (SOP). The principal objective of the SOP is to improve the manner in which existing authoritative accounting literature is applied by entities to specific situations of recognizing, measuring and disclosing environmental remediation liabilities. The SOP became effective January 1, 1997. The company believes the adoption of this SOP will not have a material impact on the company's financial position or 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. Based on its 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 MY, VY and CY, 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 $2.5 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. WMECO is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessments against the company with respect to losses arising during current policy years are approximately $2.0 million under the replacement power policies and $4.9 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. CONSTRUCTION PROGRAM The construction program is subject to periodic review and revision by management. WMECO currently forecasts construction expenditures of approximately $169 million for the years 1997-2001, including $37 million for 1997. In addition, the company estimates that nuclear fuel requirements, including nuclear fuel financed through the NBFT, will be approximately $54.1 million for the years 1997-2001, including $2.4 million for 1997. See Note 8, "Leases" for additional information about the financing of nuclear fuel. F. LONG-TERM CONTRACTUAL ARRANGEMENTS Yankee Companies: WMECO along with CL&P and PSNH, relies on MY and VY for approximately three percent of their capacity under long-term contracts. Under the terms of their agreements, the system companies pay their ownership (or entitlement) shares of 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 company's rates. WMECO's total cost of purchases under these contracts with the Yankee companies excluding YAEC, amounted to $28.3 million in 1996, $28.9 million in 1995, and $28.8 million in 1994. See Note 1E, "Summary of Significant Accounting Policies-Investments and Jointly Owned Electric Utility Plant, " and Note 2, "Nuclear Decommissioning" for more information on the Yankee companies. Nonutility Generators (NUG): WMECO, along with CL&P and PSNH, has entered into various arrangements for the purchase of capacity and energy from NUGs. These arrangements have terms form 15 to 25 years, currently expiring in the years 2008 through 2013, and requires WMECO to purchase energy at specified prices or formula rates. For the 12 months ended December 31, 1996, approximately 13 percent of system electricity requirements were met by NUGs. WMECO's total cost of purchases under these arrangements amounted to $29.5 million in 1996, $28.6 million in 1995, and $27.5 million in 1994. These costs are eventually recovered through the company's rates. Hydro-Quebec: Along with other New England utilities, WMECO, CL&P, PSNH and HWP have 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: 1997 1998 1999 2000 2001 (Millions of Dollars) MY and VY .................. $10.4 $ 8.9 $10.5 $10.4 $ 9.5 Nonutility generators ...... 33.0 35.0 37.0 39.0 42.0 Hydro-Quebec ............... 3.9 3.8 3.7 3.6 3.5 G. THE ROCKY RIVER REALTY COMPANY - OBLIGATIONS RRR provides real estate support services which includes the leasing of property and facilities used by system companies. RRR is the obligor under financing arrangements for certain system facilities. Under those financing arrangements, the holders of notes for $38.4 million would be entitled to request that RRR repurchase the notes if any major subsidiary of NU (as defined by the notes) has debt ratings below investment grade as of any year-end during the term of the financing. The notes are secured by real estate leases between RRR as lessor and NUSCO as lessee. The leases provide for the acceleration of rent equal to RRR's note obligations if RRR is unable to repay the obligation. The operating companies, primarily CL&P, WMECO and PSNH may be billed by NUSCO for their proportionate share of the accelerated lease obligations if the rateholders request repurchase of the notes. NU has guaranteed the notes. Based on the terms of the notes, PSNH and NAEC will be defined as major subsidiaries of NU, effective as of the end of 1996, and both PSNH's and NAEC's debt ratings were below investment grade. Accordingly, under the terms of the RRR financing arrangements, the holders may elect to require RRR to repurchase the notes at par. If the noteholders make such an election, RRR has the option to refinance the notes with an institutional investor. However, it is possible that RRR may be required to repurchase the notes. As of February 21, 1997, the holders had not made such an election. RRR plans to engage in discussions with the noteholders regarding this issue and management does not expect the resolution to have a material impact on its financial condition. 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. As a result of this requirement, the investments held in the company's nuclear decommissioning trust were adjusted to market by approximately $8.4 million as of December 31, 1996 and by approximately $4.5 million as of December 31, 1995, with a corresponding offset to the accumulated provision for depreciation. The amounts adjusted in 1996 and 1995 represent cumulative gross unrealized holding gains. The cumulative gross unrealized holding losses were immaterial for both 1996 and 1995. 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. Adjustable rate securities are assumed to have a fair value equal to their carrying value. The carrying amount of WMECO's financial instruments and the estimated fair values are as follows: Carrying Fair At December 31, 1996 Amount Value (Thousands of Dollars) Preferred stock not subject to mandatory redemption......................... $ 20,000 $ 15,200 Preferred stock subject to mandatory redemption.......................... 21,000 18,404 Long-term debt - First Mortgage Bonds.......... 259,500 260,440 Other long-term debt........................... 90,855 90,855 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 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. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 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, 1996 and 1995, 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, 1996. 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, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Hartford, Connecticut February 21, 1997 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 EARNINGS OVERVIEW WMECO faced an extremely difficult year in 1996 as a result of the prolonged outages at the three Millstone units (Millstone). These outages resulted in significantly increased expenditures for replacement power and work undertaken at Millstone, which had a significant negative impact on WMECO's 1996 earnings. In 1997, while all three units are out of service, WMECO expects to operate on a roughly break-even basis. The combination of higher expenditures and the uncertainty surrounding when the units will return to service made it necessary to ensure that access to adequate cash levels would be available for the duration of the outages. Management took various actions during 1996 to address NU's nuclear program and liquidity issues, however, 1997 will continue to be a serious challenge in these areas. WMECO faces future uncertainty with the rapidly moving trend toward industry restructuring. While restructuring had little direct impact on 1996 financial results, it creates an environment of significant uncertainty and financial risk for the coming years. As discussed in further detail in "Restructuring," the financial treatment that strandable investments will be accorded will impact WMECO's ability to compete in a restructured environment. Net income was approximately $4 million in 1996, compared to $39 million in 1995. WMECO's 1996 net income was significantly lower primarily due to the ongoing outages at Millstone which totaled approximately $74 million and reduced WMECO's earnings by approximately $43 million. These costs included replacement power, higher 1996 Millstone operation and maintenance costs and a reserve recognized in 1996 for 1997 expenditures to return the Millstone units to service. These decreases were partially offset by higher retail sales and lower regulatory asset amortization. Retail kilowatt-hour sales increased by 2.7 percent in 1996 as a result of modest economic growth. In 1997, management expects that the Massachusetts economy will continue to experience modest economic growth. MILLSTONE OUTAGES WMECO has an 19 percent ownership interest in Millstone 1 and 2 and a 12.24 percent ownership interest in Millstone 3. Millstone 1, 2 and 3 have been out of service since November 4, 1995, February 21, 1996, and March 30, 1996, respectively. Subsequent to its January 31, 1996, announcement that Millstone had been placed on its watch list, the Nuclear Regulatory Commission (NRC) has stated that the units cannot return to service until independent, third-party verification teams have reviewed the actions taken to improve the design, configuration and employee concerns issues that prompted the NRC to place the units on its watch list. Upon successful completion of these reviews, the NRC must approve the restart of each unit through a formal commission vote. Management took several key steps toward improving NU's nuclear program during 1996 and will continue to place a high priority on its recovery in 1997. The NU Board of Trustees formed a committee in April, 1996, to provide high-level oversight of the safety and effectiveness of NU's nuclear operations, progress toward resolving open NRC issues and progress in resolving employee, community and customer concerns. In September, 1996, Bruce D. Kenyon was appointed President and Chief Executive Officer of Northeast Nuclear Energy Company (NNECO), a wholly-owned subsidiary of NU that operates Millstone, and retired Admiral David M. Goebel was selected to serve as Vice President for Nuclear Oversight. In early 1997, Neil S. Carns was selected to serve as Senior Vice President and Chief Nuclear Officer to oversee Millstone operations. Shortly after his arrival, Mr. Kenyon unveiled a reorganization of NU's nuclear organization that includes executives loaned from unaffiliated utility companies. The new organization is intended to establish direct accountability for performance at each of the nuclear units that the NU system operates and includes a recovery team for each Millstone unit. Under the new nuclear organization, each unit's recovery team will be working toward restart of its respective unit simultaneously with the other two units. Management estimates that one of the units will be ready for NNECO to request the NRC's approval for restart in the third quarter of 1997, with the second and third units ready in the fourth quarter of 1997 and the first quarter of 1998, respectively. Subsequent to NNECO's request to restart any of the units, the NRC will require a period of time to assess the results of the reviews performed by the NRC and the independent third-party teams. Management cannot estimate when the NRC will allow any of the units to restart, however, it hopes to have at least one unit operating in the second half of 1997. A period of time will be required subsequent to restart for each unit to return to operating at full power. Higher costs related to the Millstone outages will continue throughout 1997. Monthly replacement power costs for WMECO are projected to average approximately $5 million in 1997, while all three Millstone units remain out of service. Replacement power costs for the Millstone units expensed in 1996 were $41 million, which was a substantial portion of the total 1996 replacement power costs. WMECO will continue to expense its replacement power costs in 1997. Nonfuel operation and maintenance costs for WMECO's share of Millstone to be expensed in 1997 are estimated to be $73 million. A total of $76 million was expensed in 1996 for nonfuel operation and maintenance costs for Millstone, including $21 million for incremental costs related to the outages and $12 million reserved for future costs. Nonfuel operation and maintenance costs have been, and will continue to be, absorbed through WMECO's current rates. Although WMECO is not precluded from seeking rate recoveries in the future, management has committed not to seek rate recovery for the portion of these costs attributable to failure to meet industry standards in operating Millstone. In light of that commitment, WMECO will not seek rate recovery for a substantial portion of these costs. Management does not currently intend to request any such recoveries until after the Millstone units begin returning to service; therefore, it is unlikely that any additional revenues from any permitted recovery of these costs will be available to contribute to funding the recovery efforts while the units are out of service. Under its present planning assumptions, management believes WMECO has sufficient funds to restore the Millstone units to service and purchase replacement power. See "Rate Matters" for further information on the recovery of outage-related costs. See "Liquidity and Capital Resources" for further information regarding WMECO's liquidity. As a result of the nuclear situation, a number of civil lawsuits and criminal investigations have been initiated, including shareholder litigation. In addition, there is the potential for claims by the non-NU owners of Millstone 3 for the costs associated with the current outage. To date, no reserves have been established for existing or potential litigation. See the "Notes to Financial Statements" Note 11B, for further information on litigation. CAPACITY During 1996 and continuing into 1997, the NU system companies have taken measures to improve their capacity position, including obtaining additional generating capacity, improving the availability of NU's generating units and improving the NU system's transmission capability. Assuming normal weather conditions and generating unit availability, management expects that the NU system will have sufficient capacity to meet peak load demands even if Millstone is not operational at any time through the summer of 1997. If there are high levels of unplanned outages at other units in New England, or if any of the system's transmission lines used to import power from other states are unavailable, at times of peak load demand, WMECO and the other New England utilities may have to resort to operating procedures designed to reduce customer demand. Uncertainties associated with having sufficient capacity through the summer of 1997 include: a Seabrook refueling outage scheduled for 49 days beginning on May 10, 1997; the availability of Maine Yankee, which was put on the NRC's watch list in January, 1997, and is currently not expected to return to service earlier than late summer 1997; and the timing of the repairs to the Long Island Cable which is capable of providing as much as 300 megawatts of transmission capability. See the "Notes to Financial Statements" Note 11B, for further information on Maine Yankee. LIQUIDITY AND CAPITAL RESOURCES During 1996, WMECO took various actions to ensure that it will have access to adequate cash resources, at reasonable cost. WMECO established a facility under which it may sell up to $40 million of its billed and unbilled accounts receivable. As of February 21, 1997, $15 million had been sold using this facility. Additionally, NU, The Connecticut Light and Power Company (CL&P) and WMECO entered into a new $313 million three-year revolving credit agreement (the New Credit Agreement). Under the New Credit Agreement, NU has a contractual short-term borrowing limit of $150 million, CL&P has a limit of $313 million and WMECO has a limit of $150 million. The overall limit for all borrowers is $313 million. Management believes that the borrowing facilities that are currently in place provide the system companies with adequate access to the funds needed to bring Millstone back to service if the units begin operating close to the currently envisioned schedules, and if the other assumptions on which management has based its planning do not change substantially. Some of the borrowing facilities contain financial covenants that must be satisfied before borrowings can be made and for outstanding borrowings to remain outstanding. Through February 21, 1997, CL&P and WMECO have satisfied all financial covenants required under their respective borrowing facilities, but NU needed and obtained a limited waiver of an interest coverage covenant that had to be satisfied for NU to borrow under the New Credit Agreement. NU, CL&P and WMECO are currently maintaining their access to the New Credit Agreement under a written arrangement, which expires March 28, 1997, unless extended by mutual consent, under which NU agreed not to borrow more than $27 million against the facility for a period of time. In addition, NU agreed to enter into an interim written arrangement whereby NU, CL&P and WMECO will seek regulatory approval for certain amendments in order to maintain access to the New Credit Agreement through its maturity date. It is anticipated that these amendments will include (i) CL&P and WMECO providing lenders first mortgage bonds as collateral for specified periods and subject to specified terms for releasing the collateral, (ii) revised financial covenants that are consistent with NU's, CL&P's and WMECO's current financial forecasts and (iii) an upfront payment to the lenders in order to maintain commitments under the New Credit Agreement. The holders of $38 million of notes issued by NU's real estate company (Rocky River Realty Company or RRR) are entitled to require that RRR purchase the notes because, as of December 31, 1996, Public Service Company of New Hampshire and North Atlantic Energy Corporation were rated below investment grade; these notes are guaranteed by NU. NU is currently engaged in discussions with the noteholders regarding this issue. See the "Notes to Financial Statements" Note 11G, for further information on these notes. During 1996, Standard & Poor's Ratings Group (S&P) and Moody's Investors Service (Moody's) downgraded all non-New Hampshire NU system securities at least once, and in some cases twice, as a direct result of the Millstone outages. As of December 31, 1996, the CL&P and WMECO first mortgage bonds were the only securities on the NU system rated at investment grade. S&P and Moody's are reviewing all NU system securities for further downgrades. These actions will adversely affect the availability and cost of funds for the NU system companies. Cash provided from operations decreased by approximately $20 million in 1996, primarily due to higher cash operating costs related to the nuclear outages, partially offset by higher retail sales and lower interest charges. Cash flows from operations were also impacted by a sharp increase in the level of accounts payable caused principally by costs related to a severe December storm and costs associated with the Millstone outages that had not been paid by year end. Net cash used for financing activities decreased by approximately $26 million in 1996, primarily due to lower reacquisitions and retirements of long-term debt and lower cash dividend payments on common shares, partially offset by higher reacquisitions and retirements of preferred stock. Cash used for investments increased by approximately $7 million in 1996, primarily due to lower loan repayments from other companies under the NU system Money Pool, partially offset by lower construction expenditures in 1996. If the return to service of one or more of the Millstone units is delayed substantially, or if the needed waivers or modifications discussed above are not forthcoming on reasonable terms, or if some borrowing facilities become unavailable because of difficulties in meeting borrowing conditions, or if the system encounters additional significant costs or other significant deviations from management's current assumptions, the currently available borrowing facilities could be insufficient to meet all of the system's cash requirements. In those circumstances, management would take actions to reduce costs and cash outflows and would attempt to take other actions to obtain additional sources of funds. The availability of these funds would be dependent upon the general market conditions and the NU system's credit and financial condition at the time. See the "Notes to Financial Statements" Notes 11E, 6 and 11F, for information on construction, long-term debt funding and long-term contractual requirements. RESTRUCTURING The movement toward electric industry restructuring continues to gain momentum nationally as well as within Massachusetts. Factors that are driving the move toward restructuring, in the Northeast in particular, include legislative and regulatory actions and relatively high electricity prices. These actions will impact the way that WMECO has historically conducted its business. Although WMECO continues to operate under cost-of-service based regulation, various restructuring initiatives in Massachusetts have created uncertainty with respect to future rates and the recovery of strandable investments. Strandable investments are regulatory assets or other assets that would not be economical in a competitive environment. WMECO has exposure to strandable investments based on its investment in high-priced nuclear generating plants, state mandated purchased power arrangements that are priced above the market and significant regulatory assets that represent costs deferred by state regulators for future recovery. WMECO's exposure to strandable investments and purchased power obligations exceeds its shareholder's equity. WMECO's ability to compete in a restructured environment would be negatively affected unless WMECO was able to recover substantially all of these past investments and commitments. In December, 1996, the Massachusetts Department of Public Utilities (DPU) issued its Model Rules on Restructuring (Model Rules) that set forth the framework for full customer choice of energy suppliers beginning January 1, 1998, and proposed legislation to support the DPU's framework. After January 1, 1998, the DPU has stated that it will no longer set rates for competitive suppliers of generation. The DPU also reiterated its concern for the maintenance of the current level of overall system reliability by stating that it will continue to regulate distribution companies. In March, 1997, WMECO filed "unbundled" bills (separate charges on bills for generation, transmission, distribution and access) with the DPU, as required by the Model Rules. The Model Rules require a number of statutory changes be enacted in order to implement the rules. Additionally, the Massachusetts General Court has established a legislative task force to review restructuring during the 1997 legislative session. The Massachusetts legislature has given no formal indication as to whether it will enact the statutory changes requested by the DPU. It is unclear at this time how the DPU will proceed if the requested statutory changes are not enacted. While the DPU's Model Rules indicate that utilities will have a reasonable opportunity to recover strandable investments, the criteria to be used in this process will likely be subject to review in a rate proceeding. Management believes that it is entitled to full recovery of its prudently incurred costs, including regulatory assets and other strandable investments, based on the general nature of public utility industry cost-of-service based regulation. POTENTIAL ACCOUNTING IMPACTS WMECO follows accounting principles in accordance with Statement of Financial Accounting Standards (SFAS) 71, "Accounting for the Effects of Certain Types of Regulation," which 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 through revenues at a later date. If future competition or regulatory actions cause any portion of its operations to no longer be subject to SFAS 71, WMECO would no longer be able to recognize regulatory assets and liabilities for that portion of its business unless those costs would be recoverable by a portion of the business remaining on cost-of- service based regulation. Under its current regulatory environment, management believes that WMECO's use of SFAS 71 remains appropriate. If events create uncertainty about the recoverability of any of WMECO's remaining long-lived assets, WMECO would be required to determine the fair value of its long-lived assets, including regulatory assets, in accordance with SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The implementation of SFAS 121 did not have a material impact on the company's financial position or results of operations as of December 31, 1996. Management believes that it is probable that WMECO will recover its investments in long-lived assets through future revenues. 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. See the "Notes to Financial Statements" Note 1H, for further information on regulatory accounting. COMPETITION In addition to legislative and regulatory actions, competition in the electric utility industry continues to grow at a rapid pace as a result of technological advances; relatively high electricity prices in certain regions of the country, including New England; surplus generating capacity; and the increased availability of natural gas. Competitive forces in the electric utility industry have already caused some customers to choose alternative energy suppliers or relocate outside of WMECO's service territory. In response, WMECO is preparing for a competitive environment by expanding previously established programs and developing new ways to fortify its relationships with existing customers and attract new customers, both within and outside its service territory. During 1996, WMECO continued to negotiate long-term power supply arrangements with certain large commercial and industrial retail customers who require an incentive to locate or expand their operations within WMECO's service territory, are considering leaving or reducing operations in the service territory, are facing short-term financial problems, or are considering generating their own electricity. Approximately 17 percent of WMECO's commercial and industrial retail revenues were under negotiated rate agreements at the end of 1996. In 1996, these negotiated rate reductions amounted to approximately $6 million, down slightly from $7 million in 1995. These activities are expected to continue in 1997. During 1996, the NU system devoted significantly more resources to its Retail Marketing Organization, whose primary mission is to provide value added energy solutions to customers. Training was emphasized for its 170 new employees, the majority of whom are account executives charged with developing tailored solutions for NU's customers and positioning NU as a valuable partner for the future. The ability of these account executives to obtain an intimate understanding of customers' needs and concerns and provide value added energy solutions will play a key role in the NU system's ability to effectively compete in the future. NU subsidiaries competed actively in two pilot retail access programs that were initiated in New England in 1996. In a pilot covering four Massachusetts communities outside of WMECO's jurisdiction, NU attained approximately 60 percent of the total energy market share and 70 percent of the commercial energy market share. In addition to exposing NU to a competitive environment, these pilots have enabled NU to develop relationships with customers outside of its service territory and to secure energy contracts with major commercial customers. Revenue erosion from traditional retail electric sales may be significant after restructuring. While margins on retail electric sales are likely to be thin, utilities can compete successfully if they are allowed to recover their strandable investments. During 1997 and beyond, NU will continue to participate in state sanctioned retail access programs; invest in new unregulated businesses; develop new energy-related products and services; and pursue strategic alliances with companies in various energy-related fields, including fuel supply and management, power quality, energy efficiency and load management services. Strategic alliances will allow NU to enter markets that provide access to new product lines and technologies that complement NU's current products and services. RATE MATTERS In April, 1996, the DPU approved a settlement (the Agreement) that included the continuation through February, 1998, of the 2.4 percent rate reduction instituted in June, 1994. Additionally, the Agreement terminated certain pending and potential reviews of WMECO's generating plant performance and accelerated its amortization of strandable generation assets by approximately $6 million in 1996 and $10 million in 1997. The Agreement did not have a material impact on earnings for 1996. In February, 1997, the DPU approved a joint settlement proposed by WMECO and the Massachusetts Attorney General that provides for a continuation of WMECO's August, 1996, fuel adjustment charge (FAC) through August, 1997, and stipulates that WMECO will not seek carrying charges on any deferred fuel costs not currently recovered as a result of maintaining the prior FAC rate. In accepting this settlement, the DPU deferred any inquiry into WMECO's replacement power costs related to the Millstone outages. Management does not expect to seek recovery of a substantial portion of these costs. NUCLEAR DECOMMISSIONING WMECO has a 9.5 percent ownership interest in the Connecticut Yankee nuclear generating facility (CY or the plant). On December 4, 1996, the CY Board of Directors voted unanimously to cease permanently the production of power at the plant. The decision to retire CY from commercial operation was based on an economic analysis of the costs of operating it compared to the costs of closing it and incurring replacement power costs over the remaining period of the plant's operating license, which expires in 2007. The economic analysis showed that closing the plant and incurring replacement power costs produced substantial savings. CY has undertaken a number of regulatory filings intended to implement the decommissioning. In late December, 1996, CY filed an amendment to its power contracts with the Federal Energy Regulatory Commission (FERC) to clarify the obligations of its purchasing utilities following the decision to cease power production. At December 31, 1996, WMECO's share of these obligations was approximately $73 million, including the cost of decommissioning and the recovery of existing assets. Management expects that WMECO will continue to be allowed to recover such FERC-approved costs from its customers. Accordingly, WMECO has recognized its share of the estimated costs as a regulatory asset, with a corresponding obligation, on its Balance Sheets. WMECO's estimated cost to decommission its shares of Millstone 1, 2 and 3 is approximately $196 million in year end 1996 dollars. These costs are being recognized over the lives of the respective units with a portion being currently recovered through rates. As of December 31, 1996, the market value of the contributions already made to the decommissioning trusts, including their investment returns, was approximately $84 million. See the "Notes to Financial Statements" Note 2, for further information on nuclear decommissioning, including WMECO's share of costs to decommission the regional nuclear generating units. ENVIRONMENTAL MATTERS WMECO is potentially liable for environmental cleanup costs at a number of sites 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, 1996, WMECO had recorded an environmental reserve of approximately $1 million, the most probable amount as required by SFAS 5, "Accounting for Contingencies." See the "Notes to Financial Statements" Note 11C, for further information on environmental matters. RESULTS OF OPERATIONS Income Statement Variances (Millions of Dollars) 1996 over/(under) 1995 1995 over/(under) 1994 Amount Percent Amount Percent Operating revenues $ 1 -% $(1) -% Fuel, purchased and net interchange power 29 33 19 29 Other operation 6 4 12 9 Maintenance 19 50 2 6 Amortization of regulatory assets, net (10) (53) (10) (33) Federal and state income taxes (9) (64) (19) (58) Other, net - - (2) (67) Interest on long- term debt (3) (10) (1) (3) Net income (35) (90) (10) (21) (a) Percentage greater than 100 OPERATING REVENUES Total operating revenues increased in 1996, primarily due to higher retail sales, partially offset by lower fuel and conservation recoveries. Retail kilowatt-hour sales increased 2.7 percent ($9 million) primarily due to modest economic growth in 1996. Fuel recoveries decreased $6 million, primarily due to the timing of the recovery of costs under the company's fuel clause. Conservation recoveries decreased approximately $6 million primarily due to lower demand side management costs. Total operating revenues decreased in 1995, primarily due to regulatory decisions and lower other revenues, partially offset by higher fuel recoveries. Revenues related to regulatory decisions decreased $2 million, primarily due to the effects of the June 1994 retail rate reduction, partially offset by higher demand side management costs. Other revenues include higher price discounts to customers in 1995. Fuel recoveries increased $7 million, primarily due to higher energy costs, partially offset by lower interchange revenues. FUEL, PURCHASED AND NET INTERCHANGE POWER Fuel, purchased and net interchange power expense increased in 1996, primarily due to higher replacement power costs due to the nuclear outages, partially offset by the timing of the recognition of costs under the company's fuel clause and lower nuclear generation. Fuel, purchased and net interchange power expense increased in 1995, 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. OTHER OPERATION AND MAINTENANCE Other operation and maintenance expenses increased in 1996, primarily due to higher costs associated with the Millstone outages ($33 million, including $12 million reserved for future costs), partially offset by lower costs for demand side management programs and a 1995 work stoppage. Other operation and maintenance expenses increased in 1995, 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 programs; 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 and lower maintenance costs at the company's fossil units. AMORTIZATION OF REGULATORY ASSETS, NET Amortization of regulatory assets, net decreased in 1996, primarily due to the completion of the amortization of the Millstone 3 phase-in in 1995 and unuseful investment in June, 1996, partially offset by higher amortization as a result of the 1996 rate settlement. Amortization of regulatory assets, net decreased in 1995, primarily due to the completion of the company's amortization of Millstone 3 phase-in costs in June, 1995. FEDERAL AND STATE INCOME TAXES Federal and state income taxes decreased in 1996, primarily due to lower 1996 book taxable income, partially offset by 1995 tax benefits from a favorable tax ruling and the expiration of the 1991 federal statute of limitations. Federal and state income taxes decreased in 1995, primarily due to tax benefits from a favorable tax ruling, the expiration of the 1991 federal statute of limitations and lower book taxable income. OTHER, NET Although the change in 1996 was not significant, other, net decreased in 1995, primarily because of lower deferred return due to the completion of the Millstone 3 phase-in in 1995. INTEREST ON LONG-TERM DEBT Interest on long-term debt decreased in 1996, primarily due to lower average interest rates. The change in 1995 was not significant. Western Massachusetts Electric Company SELECTED FINANCIAL DATA (a) 1996 1995 1994 1993 1992 (Thousands of Dollars) Operating Revenues.... $ 421,337 $ 420,434 $ 421,477 $ 415,055 $ 410,720 Operating Income....... 26,023 63,064 70,940 60,348 60,563 Net Income............. 3,922 39,133 49,457 40,594(b) 37,022 Cash Dividends on Common Stock......... 16,494 30,223 29,514 28,785 29,536 Total Assets........... 1,190,137 1,142,346 1,183,618 1,204,642 1,130,684 Long-Term Debt (c)..... 349,442 347,470 379,969 393,232 392,976 Preferred Stock Not Subject to Mandatory Redemption........... 20,000 53,500 68,500 73,500 73,500 Preferred Stock Subject to Mandatory Redemption(c)......... 21,000 24,000 24,675 27,000 28,500 Obligations Under Capital Leases(c)..... 32,234 36,011 36,797 36,902 41,509 (a) Reclassifications of prior data have been made to conform with the current 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) 1996 March 31 June 30 Sept. 30 Dec. 31 Operating Revenues....... $114,797 $102,602 $ 99,866 $104,072 Operating Income (Loss).. $ 13,692 $ 9,377 $ 4,327 $ (1,373) Net Income (Loss)........ $ 8,109 $ 4,016 $ (396) $ (7,807) 1995 Operating Revenues....... $106,684 $100,593 $107,960 $105,197 Operating Income......... $ 18,085 $ 8,977 $ 19,799 $ 16,203 Net Income............... $ 12,076 $ 3,289 $ 14,141 $ 9,627 STATISTICS Gross Electric Average Utility Plant Annual December 31, Use Per Electric (Thousands kWh Sales Residential Customers Employees of Dollars) (Millions) Customer(kWH) (Average) (December 31) 1996 $1,303,361 4,626 7,335 194,705 497 1995 1,285,269 4,846 7,105* 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 *Effective January 1, 1996, the amounts shown reflect billed and unbilled sales. 1995 has been restated to reflect this change.