FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-6392 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (Exact name of registrant as specified in its charter) NEW HAMPSHIRE 02-018150 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1000 ELM STREET, MANCHESTER, NEW HAMPSHIRE 03105 (Address of principal executive offices) (Zip Code) (603) 669-4000 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 1997 Common Shares, $10.00 par value 1,000 shares PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE TABLE OF CONTENTS Page No. Part I. Financial Information Item 1. Financial Statements Balance Sheets - March 31, 1997 and December 31, 1996 2 Statements of Income - Three Months Ended March 31, 1997 and 1996 4 Statements of Cash Flows - Three Months Ended March 31, 1997 and 1996 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Part II. Other Information Item 1. Legal Proceedings 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 17 Signatures 18 PART I. FINANCIAL INFORMATION PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE BALANCE SHEETS (Unaudited) March 31, December 31, 1997 1996 ------------- ------------- (Thousands of Dollars) ASSETS - ------ Utility Plant, at cost: Electric................................................ $ 1,889,994 $ 1,877,955 Less: Accumulated provision for depreciation......... 559,757 552,780 ------------- ------------- 1,330,237 1,325,175 Unamortized acquisition costs........................... 469,353 491,709 Construction work in progress........................... 12,562 11,032 Nuclear fuel, net....................................... 1,311 1,313 ------------- ------------- Total net utility plant............................. 1,813,463 1,829,229 ------------- ------------- Other Property and Investments: Nuclear decommissioning trusts, at market............... 3,432 3,229 Investments in regional nuclear generating companies and subsidiary company, at equity............ 19,978 19,578 Other, at cost.......................................... 1,852 1,835 ------------- ------------- 25,262 24,642 ------------- ------------- Current Assets: Cash.................................................... 7,618 1,015 Notes receivable from affiliated companies.............. - 18,250 Receivables, net........................................ 90,641 105,381 Accounts receivable from affiliated companies........... 33,512 32,452 Accrued utility revenues................................ 32,456 36,317 Fuel, materials, and supplies, at average cost.......... 43,867 44,852 Prepayments and other................................... 8,875 24,629 ------------- ------------- 216,969 262,896 ------------- ------------- Deferred Charges: Regulatory assets: Recoverable energy costs............................... 212,389 211,236 Income taxes, net...................................... 147,088 151,431 Deferred costs, nuclear plant.......................... 274,250 269,233 Unrecovered contractual obligations (Note 2)........... 47,261 50,271 Other.................................................. 2,291 2,333 Deferred receivable from affiliated company............. 33,284 33,284 Unamortized debt expense................................ 12,377 12,731 Other................................................... 3,543 3,926 ------------- ------------- 732,483 734,445 ------------- ------------- Total Assets........................................ $ 2,788,177 $ 2,851,212 ============= ============= See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE BALANCE SHEETS (Unaudited) March 31, December 31, 1997 1996 ------------- ------------- (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock--$1 par value. Authorized and outstanding 1,000 shares................ $ 1 $ 1 Capital surplus, paid in................................ 423,240 423,058 Retained earnings....................................... 118,908 174,691 ------------- ------------- Total common stockholder's equity.............. 542,149 597,750 Preferred stock subject to mandatory redemption......... 100,000 100,000 Long-term debt.......................................... 686,485 686,485 ------------- ------------- Total capitalization........................... 1,328,634 1,384,235 ------------- ------------- Obligations Under Seabrook Power Contracts and Other Capital Leases................................. 885,598 871,707 ------------- ------------- Current Liabilities: Notes payable to affiliated company..................... 250 - Preferred stock--current portion........................ 25,000 25,000 Obligations under Seabrook Power Contracts and other capital leases--current portion........................ 46,393 42,910 Accounts payable........................................ 28,156 37,675 Accounts payable to affiliated companies................ 23,358 31,130 Accrued taxes........................................... 10,381 81 Accrued interest........................................ 16,564 7,992 Accrued pension benefits................................ 45,166 44,790 Other................................................... 14,572 37,516 ------------- ------------- 209,840 227,094 ------------- ------------- Deferred Credits: Accumulated deferred income taxes....................... 257,769 258,317 Accumulated deferred investment tax credits............. 4,377 4,511 Deferred contractual obligations........................ 47,261 50,271 Deferred revenue from affiliated company................ 33,284 33,284 Other................................................... 21,414 21,793 ------------- ------------- 364,105 368,176 ------------- ------------- Commitments and Contingencies (Note 4) ------------- ------------- Total Capitalization and Liabilities........... $ 2,788,177 $ 2,851,212 ============= ============= See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, -------------------------- 1997 1996 ----------- ----------- (Thousands of Dollars) Operating Revenues.................................... $ 278,321 $ 269,540 ----------- ----------- Operating Expenses: Operation -- Fuel, purchased and net interchange power........ 75,374 80,227 Other............................................ 86,232 75,457 Maintenance......................................... 8,111 7,469 Depreciation........................................ 11,242 10,946 Amortization of regulatory assets, net.............. 14,141 14,301 Federal and state income taxes...................... 27,758 24,117 Taxes other than income taxes....................... 10,453 12,355 ----------- ----------- Total operating expenses...................... 233,311 224,872 ----------- ----------- Operating Income...................................... 45,010 44,668 ----------- ----------- Other Income: Equity in earnings of regional nuclear generating companies and subsidiary company.................. 556 516 Other, net.......................................... (140) 485 Income taxes........................................ (571) 138 ----------- ----------- Other income, net............................. (155) 1,139 ----------- ----------- Income before interest charges................ 44,855 45,807 ----------- ----------- Interest Charges: Interest on long-term debt.......................... 12,625 17,129 Other interest...................................... (299) 133 ----------- ----------- Interest charges, net......................... 12,326 17,262 ----------- ----------- Net Income............................................ $ 32,529 $ 28,545 =========== =========== See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, ----------------------- 1997 1996 ----------- ----------- (Thousands of Dollars) Operating Activities: Net Income................................................ $ 32,529 $ 28,545 Adjustments to reconcile to net cash from operating activities: Depreciation............................................ 11,242 10,946 Deferred income taxes and investment tax credits, net... 28,289 23,735 Recoverable energy costs, net........................... (1,153) (6,040) Amortization of acquisition costs....................... 14,141 14,301 Other sources of cash................................... 8,579 11,022 Other uses of cash...................................... (11,910) (1,302) Changes in working capital: Receivables and accrued utility revenues................ 17,910 2,699 Fuel, materials, and supplies........................... 985 (1,836) Accounts payable........................................ (17,291) (22,432) Accrued taxes........................................... 357 1,769 Other working capital (excludes cash)................... 1,389 18,549 ----------- ----------- Net cash flows from operating activities.................... 85,067 79,956 ----------- ----------- Financing Activities: Net increase in short term debt........................... 250 - Cash dividends on preferred stock......................... (3,312) (3,312) Cash dividends on common stock............................ (85,000) - ----------- ----------- Net cash flows used for financing activities................ (88,062) (3,312) ----------- ----------- Investment Activities: Investment in plant: Electric utility plant.................................. (8,119) (8,741) Nuclear fuel............................................ 1 1 ----------- ----------- Net cash flows used for investments in plant.............. (8,118) (8,740) NU System Money Pool...................................... 18,250 (67,750) Other investment activities, net.......................... (534) (49) ----------- ----------- Net cash flows from (used for) investments.................. 9,598 (76,539) ----------- ----------- Net Increase In Cash For The Period......................... 6,603 105 Cash - beginning of period.................................. 1,015 117 ----------- ----------- Cash - end of period........................................ $ 7,618 $ 222 =========== =========== See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Presentation The accompanying unaudited financial statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in this Form 10-Q, the Annual Report of Public Service Company of New Hampshire (the company or PSNH) on Form 10-K for the year ended December 31, 1996 (1996 Form 10-K) and the company's Form 8-K dated March 19, 1997. In the opinion of the company, the accompanying financial statements contain all adjustments necessary to present fairly the financial position as of March 31, 1997, the results of operations for the three-month periods ended March 31, 1997 and 1996, and the statements of cash flows for the three-month periods ended March 31, 1997 and 1996. All adjustments are of a normal, recurring, nature except those described in Note 4A. The results of operations for the three-month periods ended March 31, 1997 and 1996 are not necessarily indicative of the results expected for a full year. Northeast Utilities (NU) is the parent company of the Northeast Utilities system (the system). The system furnishes franchised retail electric service in Connecticut, New Hampshire, and western Massachusetts through four wholly- owned subsidiaries: The Connecticut Light and Power Company (CL&P), PSNH, Western Massachusetts Electric Company (WMECO), and Holyoke Water Power Company. A fifth wholly- owned subsidiary, North Atlantic Energy Corporation (NAEC), sells all of its entitlement to the capacity and output of the Seabrook nuclear power plant to PSNH. In addition to its franchised retail service, the system furnishes firm and other wholesale electric services to various municipalities and other utilities and on a pilot basis pursuant to state regulatory experiments, provides off-system retail service. 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. 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 disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain reclassifications of prior period data have been made to conform with the current period presentation. B. New Accounting Standards The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 129, "Disclosure of Information about Capital Structure" in February 1997. SFAS 129 will be effective for 1997 year-end reporting. Management believes that the implementation of SFAS 129 will not have a material impact on the company's financial position or its results of operations. For information regarding the adoption of a new accounting standard, see Note 4B, "Commitments and Contingencies - Environmental Matters," in this Form 10-Q and PSNH's 1996 Form 10-K. C. Regulatory Accounting and Assets The accounting policies of the company and the accompanying financial statements conform to generally accepted accounting principles applicable to rate regulated enterprises and reflect the effects of SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Recently, the Securities and Exchange Commission (SEC) has questioned the ability of certain utilities to remain on SFAS 71 in light of state legislation regarding the transition to retail competition. The industry expects guidance on this issue from FASB's Emerging Issues Task Force in the near future. While there are restructuring initiatives pending in the NU system companies' respective jurisdictions, PSNH is not yet subject to a transition plan. Management continues to believe that its use of SFAS 71 accounting is appropriate. For additional information regarding regulatory accounting and assets, see Note 5, "New Hampshire Restructuring" and Note 6, "New Hampshire Rates" in this Form 10-Q and PSNH's 1996 Form 10-K. 2. CONNECTICUT YANKEE ATOMIC POWER COMPANY (CY) CY, in which the PSNH has a 5 percent ownership interest, owns a nuclear- powered electric generating plant which was taken out of service on July 22, 1996. On December 4, 1996, the board of directors of CY voted unanimously to cease permanently the production of power at the plant. In late December 1996, CY filed amendments to its power contracts with the Federal Energy Regulatory Commission (FERC) to clarify any obligations of its purchasing utilities, including PSNH. This filing estimated the unrecovered obligations, including the funding of decommissioning, to be approximately $762.8 million. On February 27, 1997, FERC approved an order for hearing which, among other things, accepted CY's contract amendments for filing and suspended the new rates for a nominal period. The new rates became effective March 1, 1997, subject to refund. At March 31, 1997, PSNH's share of the CY unrecovered contractual obligation, which has also been recorded as a regulatory asset, was $36 million. For further information regarding CY, see PSNH's 1996 Form 10-K. 3. CAPITALIZATION Rocky River Realty Company (RRR): On April 17, 1997, the holders of $38.4 million of RRR's notes elected to have RRR repurchase the notes at par. RRR is obligated to find an alternative purchaser for the notes by approximately July 1, 1997 and has 60 more days to consummate the repurchase should a purchaser be found. For additional information regarding RRR's obligations, see PSNH's 1996 Form 10-K. 4. COMMITMENTS AND CONTINGENCIES A. Nuclear Performance Millstone: PSNH has a 2.85-percent joint ownership interest in Millstone 3. Millstone units 1, 2, and 3 (Millstone) have been out of service since November 4, 1995, February 21, 1996, and March 30, 1996, respectively. Millstone 3 has been designated as the lead unit for restart. Millstone 2 remains on a schedule to be ready for restart shortly after Millstone 3. To provide the resources and focus for Millstone 3, the work on the restart of Millstone 1 will be reduced until late in 1997 then the full work effort will be resumed. Management believes that Millstone 3 will be ready for restart around the end of the third quarter of 1997. Because of the need for completion of independent inspections and reviews and for the Nuclear Regulatory Commission (NRC) to complete its processes before the NRC Commissioners can vote on permitting a unit to restart, the actual beginning of operations is expected to take several months beyond the time when a unit is declared ready for restart. The NRC's internal schedules at present indicate that a meeting of the Commissioners to act upon a Millstone 3 restart request could occur by mid-December if NU, the independent review teams and NRC staff concur that the unit is ready for restart by that time. Management hopes that Millstone 3 can begin operating by the end of 1997. Based on a recent review of the work efforts and budgets, management believes that the overall 1997 nuclear spending levels - both nuclear operations and maintenance (O&M) expenditures and associated support services and capital expenditures - will be approximately the same as previously estimated. However, 1997 nuclear O&M expenditures and related support services are expected to increase slightly, while 1997 capital expenditures are expected to decrease. Management also believes that it is possible that 1997 nuclear spending will increase somewhat as the detailed work needed to restore the units to service progresses. The total cost to restart the units cannot be estimated at this time. Management will continue to evaluate the costs to be incurred for the remainder of 1997 and in 1998 to determine whether adjustments to the existing reserves are required. NU expensed approximately $87 million of non-fuel nuclear operation and maintenance costs in the first quarter of 1997. An additional $28.3 million was expended in the first quarter of 1997 and charged against the reserve established in 1996. The balance of the reserve at March 31, 1997 was $38 million. PSNH's share of these costs was not material. Replacement power costs attributable to the Millstone outages averaged approximately $35 million per month during the first quarter of 1997 and are projected to average approximately $30 million per month for the remainder of 1997. PSNH's share of replacement power costs is not projected to be material for 1997. Maine Yankee Atomic Power Company (MY): MY owns a nuclear-powered electric generating unit which has been out of service since December 6, 1996 and is currently on the NRC's watch list. MY is projected to incur substantially increased costs over the balance of 1997 while the unit is not operating. The owners of MY are evaluating a range of options with respect to MY's future operations. NU's monthly replacement power costs attributable to MY being out of service are projected to average approximately $2 million. PSNH's share of replacement power costs is not projected to be material. For further information regarding nuclear performance, see the MD&A in this Form 10-Q and PSNH's 1996 Form 10-K. B. Environmental Matters In October 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 adoption of the SOP did not have a material impact on the company's financial position or results of operations. At March 31, 1997, PSNH's net liability for its estimated remediation costs, excluding recoveries from insurance companies and other third parties was approximately $4.7 million, which management has determined to be the most probable amount within a range of $4.7 million to $6.5 million. For additional information regarding environmental matters, see PSNH's 1996 Form 10-K. C. Nuclear Insurance Contingencies For information regarding nuclear insurance contingencies, see PSNH's 1996 Form 10-K. D. Construction Program For information regarding PSNH's construction program, see PSNH's 1996 Form 10-K. E. Long-Term Contractual Arrangements For information regarding long-term contractual arrange-ments, see PSNH's 1996 Form 10-K. 5. NEW HAMPSHIRE RESTRUCTURING On March 19, 1997, the New Hampshire Public Utilities Commission (NHPUC) issued a stay of its February 28, 1997 restructuring orders (Restructuring Orders) pending conclusion of rehearings on portions of the Restructuring Orders. On April 28, 1997, the United States District Court for Rhode Island (the Court), sitting for the District Court for New Hampshire, determined that it would not abstain from deciding PSNH's and affiliates' challenge to the NHPUC decision. The Court is scheduled to begin hearings on the merits of the case in June. For further information regarding New Hampshire restructuring, see PSNH's Form 8-K dated March 19, 1997 and PSNH's 1996 Form 10-K. 6. NEW HAMPSHIRE RATES On May 2, 1997, PSNH filed a rate case with the NHPUC requesting base rates to remain at their current level after PSNH's seven-year fixed-rate period ends on May 31, 1997. In a separate filing, PSNH requested an increase in the Fuel and Purchased Power Adjustment Clause (FPPAC), based on the fact that as of June 1, 1997, PSNH will no longer be able to defer for future collection any of the payments it makes to independent power producers. If approved, the proposed increase in the FPPAC charge would result in a 6 percent increase in customers' bills as of June 1, 1997. For further information on New Hampshire Rates, see the MD&A in this Form 10-Q and PSNH's 1996 Form 10-K. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE Management's Discussion and Analysis of Financial Condition and Results of Operations This section contains management's assessment of Public Service Company of New Hampshire's (PSNH or the company) financial condition and the principal factors having an impact on the results of operations. The company is a wholly-owned subsidiary of Northeast Utilities (NU). This discussion should be read in conjunction with PSNH's financial statements and footnotes in this Form 10-Q, the 1996 Form 10-K and the Form 8-K dated March 19, 1997. FINANCIAL CONDITION Overview Net income was approximately $33 million for the three months ended March 31, 1997 compared to net income of approximately $29 million in the first quarter of 1996. The increase in net income was primarily due to the June 1, 1996 retail- rate increase and lower interest on long-term debt. First quarter 1997 earnings were negatively affected by a much milder winter. Retail sales for the first quarter of 1997 decreased 4.5 percent from 1997. Restructuring On March 19, 1997, the New Hampshire Public Utilities Commission (NHPUC) issued a stay of its February 28, 1997 restructuring orders (Restructuring Orders) pending conclusion of rehearings on portions of the Restructuring Orders. On April 28, 1997, the United States District Court for Rhode Island (the Court), sitting for the District Court of New Hampshire, determined that it would not abstain from deciding PSNH's and affiliates' challenge to the NHPUC's Restructuring Orders. The Court is scheduled to begin hearings on the merits of the case in June. On May 2, 1997, PSNH filed a retail rate case with the NHPUC. PSNH is not requesting an increase in base rates but has asked the NHPUC to maintain its current base rate level. The fixed rate period under the Rate Agreement ends on May 31, 1997. In a separate filing, PSNH requested a 6 percent increase in its Fuel and Purchased Power Adjustment Clause (FPPAC) billings, effective June 1, 1997. This increase is primarily the result of recognizing currently costs associated with independent power producer payments, which had been previously deferred for collection. The FPPAC will continue to operate until the year 2000. For further information on restructuring issues and rate matters, see PSNH's 1996 Form 10-K and Form 8-K dated March 19, 1997. Potential Accounting Impacts PSNH follows accounting principles in accordance with the 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. Recently, the Securities and Exchange Commission has questioned the ability of certain utilities to remain on SFAS 71 in light of state legislation regarding the transition to retail competition. The industry expects guidance on this issue from the Financial Accounting Standards Board's Emerging Issues Task Force in the near future. While there are restructuring initiatives pending in New Hampshire, PSNH is not yet subject to transition plans. Management continues to believe that the application of SFAS 71 accounting is appropriate. For further information on restructuring, see PSNH's 1996 Form 10-K. Millstone Outage PSNH has a 2.85-percent ownership interest in Millstone 3. Millstone 3 has been out of service March 30, 1996. Millstone 3 has been designated as the lead unit for restart. Millstone 2 remains on a schedule to be ready for restart shortly after Millstone 3. To provide the resources and focus for Millstone 3, the work on the restart of Millstone 1 will be reduced until late in 1997 when the full work effort will be resumed. Management believes that Millstone 3 will be ready for restart around the end of the third quarter of 1997. Because of the need for completion of independent inspections and reviews and for the Nuclear Regulatory Commission (NRC) to complete its processes before the NRC Commissioners can vote on permitting Millstone 3 to restart, the actual beginning of operations is expected to take several months beyond the time when the unit is declared ready for restart. The NRC's internal schedules at present indicate that a meeting of the Commissioners to act upon a Millstone 3 restart request could occur by mid-December if NU, the independent review teams and NRC staff concur that the unit is ready for restart by that time. Management hopes that Millstone 3 can begin operating by the end of 1997. To date, PSNH's costs related to the Millstone 3 outage have not had a material impact on the company's financial position or results of operations. Management expects that, under its current planning assumptions, Millstone 3's outage- related costs will continue to be immaterial to the company's financial statements. For further information on the current Millstone 3 outage, see PSNH's 1996 Form 10-K. Maine Yankee PSNH has a 5-percent ownership interest in Maine Yankee Atomic Power Company (MY). MY is projected to incur substantially increased costs over the balance of 1997 while the unit is not operating. The owners of MY are evaluating a range of options with respect to MY's future operations. PSNH's monthly replacement-power costs while MY is out of service are not projected to be significant. For further information on MY, see PSNH's 1996 Form 10-K. Seabrook PSNH is obligated to purchase North Atlantic Energy Corporation's (NAEC) 35.98- percent share of the capacity and output generated by Seabrook 1(Seabrook). Seabrook operated at a capacity factor of 100.3 percent through for the first quarter of 1997, compared to 86.7 percent for the same period in 1996. As of May 9, 1997, Seabrook had operated for 463 consecutive days. On May 10, 1997, the plant began a scheduled 49-day refueling outage. Liquidity And Capital Resources Cash provided from operations increased approximately $5 million in the first three months of 1997, from 1996, primarily due to the June 1, 1996 retail-rate increase, partially offset by the negative impact of lower retail sales. Cash used for financing activities increased approximately $85 million in the first three months of 1997, from 1996, due to the payment of cash dividends on common stock in 1997. Cash used for investments decreased approximately $86 million in the first three months of 1997, from 1996, primarily due to a reduction in investments in the NU system Money Pool. All NU system securities are currently rated below investment grade by Moody's. Moody's is no longer reviewing The Connecticut Light and Power Company (CL&P) and Western Massachusetts Electric Company (WMECO) for further downgrades, however, NU, PSNH and NAEC remain under review. This action will adversely affect the availability and cost of funds for the NU system companies. Each major company in the NU system finances its own needs. Neither CL&P nor WMECO have any agreements containing cross defaults based on events or occurrences involving NU, PSNH or NAEC. Similarly, neither PSNH nor NAEC have any agreements containing cross defaults based on events or occurrences involving NU, CL&P or WMECO. Nevertheless, it is possible that investors will take negative operating results or regulatory developments at one company in the NU system into account when evaluating other companies in the NU system. That could, as a practical matter and despite the contractual and legal separations among the NU companies, negatively affect each company's access to the financial markets. RESULTS OF OPERATIONS Comparison of the First Quarter of 1997 to the First Quarter of 1996 Income Statement Variances Increase/(Decrease) Millions of Dollars Amount Percent Operating revenues $9 3% Fuel, purchased and net interchange power (5) (6) Other operation 11 14 Federal and state income taxes 4 18 Taxes other than income taxes (2) (15) Interest on long-term debt (5) (26) Net income 4 (14) Total operating revenues increased due to higher fuel recoveries and the June 1, 1996 retail rate increase ($9 million), partially offset by lower 1997 retail sales. Fuel recoveries increased approximately $7 million, primarily due to the intercompany allocation of energy costs to NU affiliated companies, partially offset by lower FPPAC recoveries as a result lower 1997 retail sales and a customer refund ordered by the NHPUC. Retail sales decreased 4.5 percent ($6 million), primarily due to milder weather in 1997. Fuel, purchased, and net interchange power expense decreased primarily due to the timing in the recognition of fuel expenses under the FPPAC, partially offset by higher purchased power costs. Other operation expense increased primarily due to higher capacity charges under the Seabrook Contracts in preparation for the scheduled May 1997 refueling and maintenance outage and higher purchased-power capacity costs. Federal and state income taxes increased primarily due to higher book taxable income. Taxes other than income taxes decreased primarily due to property tax refunds as a result of settlement efforts for the tax year ended March 31, 1997. Interest on long-term debt decreased primarily due to the repayment of the $172.5 million Series A first-mortgage bond in May 1996. PART II. OTHER INFORMATION ITEM 1.LEGAL PROCEEDINGS 1. The Connecticut Department of Environmental Protection has referred to the Connecticut Attorney General a series of alleged environmental violations at Millstone for a possible civil penalty action. Management does not believe that this action will have a material adverse impact on PSNH. For additional information regarding a criminal investigation related to this matter, see "Item 3 - Legal Proceedings" in PSNH's 1996 Form 10-K. 2. On May 9, 1997, the Town of Haddam (Town) and CY reached an agreement regarding the repayment of property taxes due CY for the tax years beginning October 1, 1991 through October 1, 1995. The Town will repay to CY an amount totaling $13,990,000 which is inclusive of taxes and interest for those years. As part of this negotiated settlement, the Town has paid CY $2,000,000 and may bond all or part of the remaining $11,990,000. This settlement results from the decision of a Connecticut court on September 5, 1996 in which the court found that the Town had overassessed the property owned by CY. For additional information regarding this matter, see "Item 3 - Legal Proceedings" in PSNH's 1996 Form 10-K. ITEM 5. OTHER INFORMATION 1. In March 1997, an additional Section 2.206 petition was filed with the Nuclear Regulatory Commission (NRC). The petition seeks enforcement action and the placement of certain restrictions on the decommissioning activities at the CY nuclear power plant. Specifically, the petitioners requested that the NRC issue a civil monetary penalty to assure compliance with radiation protection requirements, and that CY's license be modified to prohibit any decommissioning activities for a six month period following any radiological contamination event. In addition, petitioners requested that CY be placed on the NRC's "watch list." Management is currently evaluating whether and how to respond to this petition. For additional information relating to other Section 2.206 petitions, see "Item 3 - Legal Proceedings" in PSNH's 1996 Form 10-K. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Listing of Exhibits: Exhibit Number Description 27 Financial Data Schedule (b) Report on Form 8-K: 1. PSNH filed a Form 8-K dated March 19, 1997 disclosing that: * On March 19, 1997, the NHPUC issued a stay of its February 28, 1997 restructuring orders pending conclusions of a rehearing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE Registrant Date: May 9, 1997 By: /s/ John H. Forsgren John H. Forsgren Executive Vice President, Chief Financial Officer and Director Date: May 9, 1997 By: /s/ John J. Roman John J. Roman Vice President and Controller