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 September 30, 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 1-11419
THE CONNECTICUT LIGHT AND POWER COMPANY
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0303850
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
SELDEN STREET, BERLIN, CONNECTICUT 06037-1616
(Address of principal executive offices) (Zip Code)
(860) 665-5000
(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 October 31, 1997
Common Shares, $10.00 par value 12,222,930 shares
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 1997
and December 31, 1996 2
Consolidated Statements of Income - Three Months
and Nine Months Ended September 30, 1997 and 1996 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1997 and 1996 5
Notes to Consolidated 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 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 21
Signatures 22
PART I. FINANCIAL INFORMATION
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30,
1997 December 31,
(Unaudited) 1996
------------- -------------
(Thousands of Dollars)
ASSETS
- ------
Utility Plant, at original cost:
Electric................................................ $ 6,375,765 $ 6,283,736
Less: Accumulated provision for depreciation......... 2,840,296 2,665,519
------------- -------------
3,535,469 3,618,217
Construction work in progress........................... 100,870 95,873
Nuclear fuel, net....................................... 134,630 133,050
------------- -------------
Total net utility plant............................. 3,770,969 3,847,140
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 345,416 296,960
Investments in regional nuclear generating
companies, at equity................................... 60,723 56,925
Other, at cost.......................................... 53,619 16,565
------------- -------------
459,758 370,450
------------- -------------
Current Assets:
Cash.................................................... 395 404
Notes receivable from affiliated companies.............. 32,600 109,050
Receivables, net (Note 4)............................... 227,739 226,112
Accounts receivable from affiliated companies........... 6,044 3,481
Taxes receivable........................................ 69,283 40,134
Accrued utility revenues (Note 4)....................... 72,554 78,451
Fuel, materials, and supplies, at average cost.......... 81,685 79,937
Recoverable energy costs, net--current portion.......... 17,977 25,436
Prepayments and other................................... 92,956 63,344
------------- -------------
601,233 626,349
------------- -------------
Deferred Charges:
Regulatory assets:
Income taxes,net...................................... 706,862 753,390
Unrecovered contractual obligations (Note 6B)......... 365,479 300,627
Deferred demand side management costs................. 45,652 90,129
Recoverable energy costs, net......................... 104,776 97,900
Cogeneration costs.................................... 42,269 66,205
Other................................................. 56,317 62,530
Unamortized debt expense................................ 19,754 17,033
Other................................................... 23,753 12,283
------------- -------------
1,364,862 1,400,097
------------- -------------
Total Assets........................................ $ 6,196,822 $ 6,244,036
============= =============
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30,
1997 December 31,
(Unaudited) 1996
------------- -------------
(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common stock--$10 par value. Authorized
24,500,000 shares; outstanding 12,222,930
shares................................................. $ 122,229 $ 122,229
Capital surplus, paid in................................ 640,915 639,657
Retained earnings....................................... 413,407 551,410
------------- -------------
Total common stockholder's equity.............. 1,176,551 1,313,296
Preferred stock not subject to mandatory
redemption............................................. 116,200 116,200
Preferred stock subject to mandatory redemption......... 151,250 155,000
Long-term debt (Note 3)................................. 2,020,874 1,834,405
------------- -------------
Total capitalization........................... 3,464,875 3,418,901
------------- -------------
Minority Interest in Consolidated Subsidiary.............. 100,000 100,000
------------- -------------
Obligations Under Capital Leases.......................... 132,123 143,347
------------- -------------
Current Liabilities:
Notes payable to banks.................................. 135,000 -
Long-term debt and preferred stock--current
portion................................................ 29,365 204,116
Obligations under capital leases--current
portion................................................ 25,422 12,361
Accounts payable........................................ 123,943 160,945
Accounts payable to affiliated companies................ 77,565 78,481
Accrued taxes........................................... 26,562 28,707
Accrued interest........................................ 27,414 31,513
Nuclear compliance...................................... 80,760 50,500
Other................................................... 20,195 34,433
------------- -------------
546,226 601,056
------------- -------------
Deferred Credits:
Accumulated deferred income taxes....................... 1,314,281 1,365,641
Accumulated deferred investment tax credits............. 129,555 135,080
Deferred contractual obligations (Note 6B).............. 374,228 305,627
Other................................................... 135,534 174,384
------------- -------------
1,953,598 1,980,732
------------- -------------
Commitments and Contingencies (Note 6)
Total Capitalization and Liabilities........... $ 6,196,822 $ 6,244,036
============= =============
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -----------------------
1997 1996 1997 1996
--------- --------- ----------- -----------
(Thousands of Dollars)
Operating Revenues................................. $627,712 $599,505 $1,827,461 $1,801,859
--------- --------- ----------- -----------
Operating Expenses:
Operation --
Fuel, purchased and net interchange power..... 241,073 231,640 723,698 592,487
Other......................................... 214,652 168,508 566,624 555,078
Maintenance...................................... 92,193 76,160 260,567 208,328
Depreciation..................................... 60,231 59,966 179,200 184,466
Amortization of regulatory assets, net........... 14,568 27,280 45,929 31,255
Federal and state income taxes................... (22,148) (8,617) (50,954) 20,867
Taxes other than income taxes.................... 42,695 43,975 128,388 133,611
--------- --------- ----------- -----------
Total operating expenses................... 643,264 598,912 1,853,452 1,726,092
--------- --------- ----------- -----------
Operating (Loss) Income............................ (15,552) 593 (25,991) 75,767
--------- --------- ----------- -----------
Other Income:
Equity in earnings of regional nuclear
generating companies........................... 1,568 1,647 4,717 5,440
Other, net....................................... 231 6,785 8,337 15,831
Minority interest in income of subsidiary........ (2,325) (2,325) (6,975) (6,975)
Income taxes..................................... 2,001 179 2,415 (217)
--------- --------- ----------- -----------
Other income, net.......................... 1,475 6,286 8,494 14,079
--------- --------- ----------- -----------
(Loss) Income before interest charges...... (14,077) 6,879 (17,497) 89,846
--------- --------- ----------- -----------
Interest Charges:
Interest on long-term debt....................... 34,033 33,476 97,915 93,607
Other interest................................... 1,967 341 5,185 1,026
--------- --------- ----------- -----------
Interest charges, net...................... 36,000 33,817 103,100 94,633
--------- --------- ----------- -----------
Net Loss........................................... $(50,077) $(26,938) $ (120,597) $ (4,787)
========= ========= =========== ===========
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
-----------------------
1997 1996
----------- -----------
(Thousands of Dollars)
Operating Activities:
Net Loss ................................................. $ (120,597) $ (4,787)
Adjustments to reconcile to net cash
from operating activities:
Depreciation............................................ 179,200 184,466
Deferred income taxes and investment tax credits, net... (23,193) (53,345)
Deferred nuclear plants return, net of amortization..... (183) 7,820
Recoverable energy costs, net of amortization........... 583 (16,247)
Amortization of cogeneration costs, net ................ 23,936 15,483
Amortization of demand-side-management
costs, net ........................................... 44,477 33,845
Deferred nuclear refueling outage, net of amortization.. (34,000) 35,904
Nuclear compliance, net................................. 30,260 32,182
Other sources of cash................................... 49,060 69,506
Other uses of cash...................................... (35,704) (27,603)
Changes in working capital:
Receivables and accrued utility revenues, net (Note 4).. 1,707 38,485
Fuel, materials, and supplies........................... (1,748) (11,831)
Accounts payable........................................ (37,918) (23,956)
Accrued taxes........................................... (2,145) (13,013)
Other working capital (excludes cash)................... (77,098) (17,657)
----------- -----------
Net cash flows (used for) from operating activities......... (3,363) 249,252
----------- -----------
Financing Activities:
Net increase (decrease) in short-term debt................ 135,000 (51,750)
Issuance of long-term debt................................ 200,000 222,000
Reacquisitions and retirements of long-term debt.......... (198,512) (9,479)
Cash dividends on preferred stock......................... (11,416) (11,416)
Cash dividends on common stock............................ (5,990) (132,619)
----------- -----------
Net cash flows from financing activities.................... 119,082 16,736
----------- -----------
Investment Activities:
Investment in plant:
Electric utility plant.................................. (117,953) (88,892)
Nuclear fuel............................................ (666) 2,002
----------- -----------
Net cash flows used for investments in plant.............. (118,619) (86,890)
NU System Money Pool...................................... 76,450 (137,950)
Investments in nuclear decommissioning trusts............. (32,707) (36,612)
Other investment activities, net.......................... (40,852) (609)
----------- -----------
Net cash flows used for investments......................... (115,728) (262,061)
----------- -----------
Net (Decrease)/Increase In Cash For The Period.............. (9) 3,927
Cash - beginning of period.................................. 404 337
----------- -----------
Cash - end of period........................................ $ 395 $ 4,264
=========== ===========
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Presentation
The accompanying unaudited consolidated 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 the Connecticut Light and Power Company
(the company or CL&P) on Form 10-K for the year ended December 31,
1996 (1996 Form 10-K), the company's Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997, and the company's Form 8-Ks dated
August 19, 1997 and October 13, 1997. In the opinion of the company,
the accompanying financial statements contain all adjustments
necessary to present fairly the financial position as of September
30, 1997, the results of operations for the three-month and nine-month
periods ended September 30, 1997 and 1996, and the statements of cash
flows for the nine-month periods ended September 30, 1997 and 1996.
All adjustments are of a normal, recurring, nature except those
described below in Note 6B. The results of operations for the three-
month and nine-month periods ended September 30, 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: CL&P, Public
Service Company of New Hampshire (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 electric 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 electric 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
For information regarding the adoption of new accounting standards,
see Note 4, "Sale of Customer Receivables and Accrued Utility
Revenues" in this Form 10-Q, CL&P's Form 10-Q for the quarters ended
June 30, 1997 and March 31, 1997, and CL&P's 1996 Form 10-K.
C. Regulatory Accounting and Assets
For information regarding regulatory accounting and assets, see
the MD&A in this Form 10-Q, CL&P's Form 10-Q for the quarters ended
June 30, 1997 and March 31, 1997, and CL&P's 1996 Form 10-K.
2. SHORT-TERM DEBT
For information regarding short-term debt, see the MD&A in this Form 10-Q,
CL&P's Form 10-Q for the quarters ended June 30, 1997 and March 31, 1997,
and CL&P's 1996 Form 10-K.
3. CAPITALIZATION
On October 9, 1997, CL&P issued $200 million of First and Refunding
Mortgage Bonds, 1997 Series C (CL&P 1997 Series C Bonds) in an exchange
offer for $200 million of its First and Refunding Mortgage Bonds, 1997
Series B. The CL&P 1997 Series C Bonds bear interest at an annual rate
of 7.75% and will mature on June 1, 2002.
For additional information related to CL&P's capitalization, see the MD&A
in this Form 10-Q, CL&P's Form 10-Q for the quarters ended June 30, 1997
and March 31, 1997, and CL&P's 1996 Form 10-K.
4. SALE OF CUSTOMER RECEIVABLES AND ACCRUED UTILITY REVENUES
During 1996, CL&P entered into an agreement to sell up to $200 million of
undivided ownership interests in eligible customer receivables and accrued
utility revenues (receivables) to a third party purchaser. As of September
30, 1997, CL&P had sold approximately $100 million of undivided ownership
interests in receivables under its sales agreement. As of October 31, 1997,
approximately $50 million of undivided ownership interests in receivables
had been sold to a third party purchaser by CL&P through the use of its
special purpose, wholly-owned subsidiary, CL&P Receivables Corporation
(CRC).
The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 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. During October 1997, CL&P had restructured its
respective sales agreement to comply with the conditions of SFAS 125 and
account for transactions occurring under this program as sales of assets.
CRC's sales agreement provides for a formula based loss reserve in which
additional receivables may be assigned to the third party purchaser for bad
debt. The third party purchaser absorbs the excess amount in the event that
actual loss experience exceeds the loss reserve. At September 30, 1997,
approximately $7.4 million of assets had been designated as collateral to
the third party purchaser by CRC.
For additional information regarding CL&P's sale of receivables, see the
MD&A in this Form 10-Q, CL&P's Form 10-Q for the quarters ended June 30,
1997 and March 31, 1997 and CL&P's 1996 Form 10-K.
5. FUEL PRICE MANAGEMENT
As of September 30, 1997, CL&P had outstanding fuel-price management
agreements with a total notional value of approximately $336 million and
a positive mark-to-market position of approximately $5.2 million.
Under the terms of CL&P's fuel-price management agreements, CL&P can be
required to post cash collateral with its counterparties approximately
equivalent to the amount of a negative mark-to-market position. In
general, the amount of collateral is to be returned to CL&P when the
mark-to-market position becomes positive, when CL&P meets specified credit
ratings, or when an agreement ends and all open positions are properly
settled.
These fuel-price management agreements have been made with various
financial institutions, each of which is rated "A" or better by Standard &
Poor's ratings group. CL&P is exposed to credit risk on its fuel-price
management instruments if the counterparties fail to perform their
obligations. However, management anticipates that the counterparties will
be able to fully satisfy their obligations under the agreements.
For further information on fuel-price management instruments, see the MD&A
in this Form 10-Q, CL&P's Form 10-Q for the quarters ended June 30, 1997
and March 31, 1997 and CL&P's 1996 Form 10-K.
6. COMMITMENTS AND CONTINGENCIES
A. Restructuring
For information on restructuring of the electric utility industry
within CL&P's jurisdiction and on the CL&P rate proceeding, see the
MD&A in this Form 10-Q, CL&P's Form 8-K dated October 13, 1997,
CL&P's Form 10-Q for the quarters ended June 30, 1997 and March 31,
1997, and CL&P's 1996 Form 10-K.
B. Nuclear Performance
Millstone: CL&P has a 81-percent joint ownership interest in
Millstone 1 and 2 and a 52.93-percent joint ownership interest in
Millstone 3. The three Millstone units are managed by Northeast
Nuclear Energy Company (NNECO). Millstone units 1, 2, and 3
(Millstone) 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. Management has restructured
its nuclear organization and is currently implementing comprehensive
plans to restart the units.
NU hopes to return Millstone 3 to service late in the first quarter
of 1998; Millstone 2 two to three months after Millstone 3; and
Millstone 1 in the second half of 1998. The pace of the recovery
effort at Millstone 1 will continue to be reduced so that resources
can be focused on Millstone units 3 and 2 in the first half of 1998.
Full funding for the recovery of Millstone 1 can be restored after
Millstone 3 is back in service. The actual date of the return to
service is dependent upon the completion of independent inspections
and reviews, inspections and reviews by the NRC and a vote by the NRC
Commissioners, and in the case of Millstone 1, the cost and schedule
of returning the first two units to service.
For the nine months ended September 30, 1997, CL&P's share of nonfuel
O&M costs expensed for Millstone totaled $355 million. These
expenses include $28 million reserved for future 1997 restart costs
and $53 million reserved for 1998 restart costs, and is net of $50
million of spending against the reserve established in 1996. The
reserve balance at September 30, 1997 was approximately $81 million.
CL&P's share of nonfuel O&M costs for Millstone to be expensed in
1997 is now projected to be approximately $433 million compared to
$353 million previously estimated. Nonfuel O&M costs have been and
will continue to be absorbed by CL&P without adjustment to its
current rates.
Although 1998 nuclear operating budgets have not been established
at this time, management believes that the nuclear spending
levels at Millstone will be reduced from 1997 levels, although they
will be considerably higher than before the station was placed on the
NRC's watch list. The actual level of 1998 spending will depend on
when the units return to operation and the cost of restoring them to
service. The total cost to restart the units cannot be estimated at
this time. Management will continue to evaluate the costs to be
incurred in 1998 to determine whether adjustments to the existing
reserves are required.
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 CL&P will ultimately
incur. Replacement power costs incurred by CL&P attributable to the
Millstone outages averaged approximately $21 million per month
during the first nine months of 1997, and are projected to average
approximately $18 million per month for the remainder of 1997.
Based on the current estimates of expenditures and restart dates,
management believes the system has sufficient resources to fund the
restoration of the Millstone units and related replacement power
costs. CL&P will continue to expense its replacement power costs in
1997.
Litigation: For information regarding litigation initiated by the
non-NU owners of Millstone 3, see CL&P's Form 10-Q for the quarter
ended June 30, 1997 and CL&P's 1996 Form 10-K.
Maine Yankee Atomic Power Company (MYAPC): CL&P has a twelve percent
ownership interest in the Maine Yankee nuclear generating facility
(MY). At September 30, 1997, CL&P's equity investment in MYAPC was
approximately $9.2 million. The NU system companies had relied on MY
for approximately two percent of their capacity.
On August 6, 1997, the board of directors of MYAPC voted unanimously
to cease permanently the production of power at MY. During November
1997, MYAPC filed an amendment to its power contracts clarifying the
obligations of its purchasing utilities following the decision to
cease power production. At September 30, 1997, the estimated
obligation, including decommissioning, amounted to approximately $930
million, of which CL&P's system's share was approximately $111.6
million. Under the terms of the contracts with MYAPC, the
shareholders-sponsor companies, including CL&P, are responsible for
their proportionate share of the costs of the unit, including
decommissioning. Management expects that CL&P will be allowed to
recover these costs from its customers. Accordingly, CL&P has
recognized these costs as a regulatory asset, with a corresponding
obligation, on its consolidated balance sheets.
For additional information regarding this and other nuclear
performance matters, see Part II and the MD&A in this Form 10-Q,
CL&P's Form 8-K dated October 13, 1997, CL&P's Form 10-Q for the
quarters ended June 30, 1997 and March 31, 1997, and CL&P's 1996 Form
10-K.
C. Environmental Matters
For information regarding environmental matters, see CL&P's Form 10-Q
for the quarters ended June 30, 1997 and March 31, 1997 and CL&P's
1996 Form 10-K.
D. Nuclear Insurance Contingencies
For information regarding nuclear insurance contingencies, see CL&P's
Form 10-Q for the quarter ended March 31, 1997 and CL&P's 1996 Form
10-K.
E. Construction Program
For information regarding CL&P'S construction program, see CL&P's Form
10-Q for the quarter ended March 31, 1997 and CL&P's 1996 Form 10-K.
F. Long-Term Contractual Arrangements
For information regarding long-term contractual arrangements, see
CL&P's 1996 Form 10-K. For information related to the closure of MY,
see the MD&A and Note 6B in this Form 10-Q and CL&P's Form 10-Q for
the quarter ended June 30, 1997.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations
This section contains management's assessment of The Connecticut Light and Power
Company's and subsidiaries (CL&P 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 CL&P's consolidated financial statements and footnotes
in this Form 10-Q, the First and Second Quarter 1997 Form 10-Qs, the 1996 Form
10-K, and the Form 8-Ks dated August 19, 1997 and October 13, 1997.
FINANCIAL CONDITION
Overview
The outages at the three Millstone units (Millstone) continue to have a
substantial negative impact on CL&P's earnings. CL&P had a net loss of
approximately $50 million in the third quarter of 1997 compared to net loss
of approximately $27 million in the third quarter of 1996, and a net loss of
approximately $121 million for the nine months ended September 30, 1997,
compared to net loss of approximately $5 million for the same period in 1996.
The losses for the three-and nine-month periods were attributable to replacement
power and nuclear operation and maintenance (O&M) expenses for the Millstone
units in 1997, including amounts reserved for future spending in 1997 and 1998.
The loss for the first nine months of 1997 was also attributable to lower retail
sales. Higher retail sales in the quarter helped to reduce the third quarter
loss. Retail kilowatt-hour sales for the quarter were 1.4 percent higher than
the third quarter of 1996 primarily due to modest economic growth. Retail
kilowatt-hour sales for the nine months ended September 30, 1997 were about one
percent below the same period in 1996 primarily due to mild weather in the first
quarter of 1997.
Millstone-related costs have risen over the past several months as the company
completes the engineering, physical and programmatic efforts needed to return
the units to service. CL&P expects to continue operating at a loss in 1997.
Millstone Outages
CL&P has an 81 percent joint ownership interest in Millstone 1 and 2 and a 52.93
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.
CL&P hopes to return Millstone 3 to service late in the first quarter of 1998;
Millstone 2 two to three months after Millstone 3; and Millstone 1 in the
second half of 1998. The pace of the recovery effort at Millstone 1 will
continue to be reduced so that resources can be focused on Millstone units 3 and
2 in the first half of 1998. Full funding for the recovery of Millstone 1 can
be restored after Millstone 3 is back in service. The actual date of the return
to service for each of the units is dependent upon the completion of independent
inspections and reviews, inspections and reviews by the Nuclear Regulatory
Commission (NRC) and a vote by the NRC Commissioners and, in the case of
Millstone 1, the cost and schedule of returning the first two units to service.
For the nine months ended September 30, 1997, CL&P's share of nonfuel O&M costs
expensed for Millstone totaled $355 million. These expenses include $28 million
reserved for future 1997 restart costs and $53 million reserved for 1998 restart
costs, and is net of $50 million of spending against the reserve established in
1996. The reserve balance at September 30, 1997, was approximately $81 million.
CL&P's share of nonfuel O&M costs for Millstone to be expensed in 1997 is now
projected to be approximately $433 million compared to $353 million previously
estimated. Nonfuel O&M costs have been and will continue to be absorbed by CL&P
without adjustment to its current rates.
Although 1998 nuclear operating budgets have not been established at this time,
management believes that the 1998 nuclear spending levels at Millstone will be
reduced from 1997 levels, although they will be considerably higher than before
the station was placed on the NRC's watch list. The actual level of 1998 nuclear
spending at Millstone will depend on when the units return to operation and the
cost of restoring them to service. The total cost to restart the units cannot be
estimated at this time. Management will continue to evaluate the costs to be
incurred in 1998 to determine whether adjustments to the existing reserves are
required.
Replacement power costs attributable to the Millstone outages averaged
approximately $21 million a month during the first nine months of 1997, and
are projected to average approximately $18 million a month for the remainder
of 1997. The Company will continue to expense its replacement power costs in
1997.
For further information on the current Millstone outages, see the "Notes to
Consolidated Financial Statement," Note 6B, in this Form 10-Q, CL&P's First and
Second Quarter 1997 Form 10-Qs and 1996 Form 10-K.
Capacity
During 1996 and continuing into 1997, the NU system companies have taken
measures to improve their capacity position due to the current Millstone
outages. CL&P anticipates that its 1997 spending for additional capacity-related
costs will be approximately $55 million, of which $41 million is expected to be
expensed. CL&P spent approximately $39 million of the $55 million through the
first nine months of 1997, of which $25 million was expensed.
CL&P has a 12 percent ownership interest in the Maine Yankee nuclear generating
facility (MY). On August 6, 1997, the board of directors of Maine Yankee Atomic
Power Company (MYAPC) voted unanimously to cease permanently the production of
power at MY. During November 1997, MYAPC filed an amendment to its power
contracts clarifying the obligations of its purchasing utilities following the
decision to cease power production. As of September 30, 1997, the estimated
obligation, including decommissioning, amounted to approximately $930 million,
of which CL&P's share was approximately $112 million. Under the terms of the
contracts with MYAPC, CL&P is responsible for its proportionate share of the
costs of the unit, including decommissioning. Management expects that the
Company will be allowed to recover these costs from their customers as they are
included in the Federal Energy Regulatory Commission approved wholesale
contract. Accordingly, CL&P has recognized these costs as a regulatory asset,
with a corresponding obligation on its balance sheets.
For further information on capacity-related issues and MYAPC, see the "Notes to
Consolidated Financial Statements," Note 6B and Part II - Item 2 in this Form
10-Q and CL&P's 1996 Form 10-K.
Liquidity and Capital Resources
Cash provided from operations decreased approximately $253 million in the first
nine months of 1997, compared to the same period in 1996 and was a use of funds,
primarily due to higher 1997 cash expenditures related to the Millstone outages.
Net cash from financing activities increased approximately $102 million,
primarily due to an increase in short-term borrowings through the use of $100
million of the accounts receivable facility established in 1996. Net cash from
financing activities was also impacted by lower cash dividends on common shares,
partially offset by higher long-term debt retirements. Cash used for investments
decreased approximately $146 million, primarily due to lower investments in the
NU system Money Pool, partially offset by higher capital expenditures and an
increase in special deposits.
CL&P established facilities in 1996 under which it may sell from time to time up
to $200 million of undivided ownership interests in its accounts receivable and
accrued utility revenues to a third party purchaser. As of September 30, 1997,
CL&P had sold approximately $100 million.
During October 1997, CL&P completed the process of restructuring its sales
agreement to comply with the requirements of Statement of Financial Accounting
Standards (SFAS) 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities," so that the transactions occurring
under the agreement are accounted for as sales and not secured borrowings. As
part of meeting the requirements, CL&P established a single-purpose, wholly
owned subsidiary, CL&P Receivables Corporation (CRC). CRC's sole purpose is to
purchase receivables from CL&P and periodically resell undivided ownership
interests in those receivables to a third party purchaser. As collections
reduce previously sold undivided interests, new receivables may be sold.
All receivables transferred to CRC become assets owned by CRC. As of October
31, 1997, approximately $50 million of receivables had been sold by CRC to a
third party purchaser.
NU, CL&P and Western Massachusetts Electric Company (WMECO) entered into a new
three-year revolving credit agreement (the New Credit Agreement) in November
1996, which was amended in May 1997. At September 30, 1997, CL&P had $35
million outstanding under the New Credit Agreement.
Each major company in the NU system finances its own needs. Neither CL&P nor
WMECO has any financing agreements containing cross defaults based on financial
defaults by NU, Public Service Company of New Hampshire (PSNH) or North Atlantic
Energy Corporation (NAEC). Similarly, neither PSNH nor NAEC has any financing
agreements containing cross defaults based on financial defaults by 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 financial markets.
The Company's ability to borrow under its financing arrangements is dependent on
its satisfaction of contractual borrowing conditions. The financial covenants
that must be satisfied to permit CL&P to borrow under the New Credit Agreement
are particularly restrictive. Also, its accounts receivable facilities could
become unavailable if its respective senior securities were to be downgraded by
more than two steps. Management has instructed all non-nuclear groups to
constrain their spending for the remainder of 1997 and the first half of 1998,
while the Millstone units are expected to be out of service, to levels intended
to assure that the financial covenants in CL&P's New Credit Agreement are
satisfied. In addition, management has announced that there will be a delay in
the resumption of full recovery funding for Millstone 1, as necessary, to ensure
that commitments to the Company's lenders are met. However, there is no
assurance that these financial covenants will be met as CL&P may encounter
additional unexpected costs such as from storms; or reduced revenues from
regulatory actions or the effect of weather on sales levels.
If the return to service of one or more of the Millstone units is delayed
substantially, beyond the present revised restart estimates or if some borrowing
facilities become unavailable because of difficulties in meeting borrowing
conditions, or if the system encounters additional significant costs or any
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
even more stringent 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.
Rate Matters
The Connecticut Department of Public Utility Control (DPUC) is required to
review a utility's rates every four years if there has not been a rate
proceeding during such period. The DPUC has been conducting such a review of
CL&P's rates including an analysis of the possibility of removing one or more of
the Millstone nuclear units from CL&P's rate base.
On August 29, 1997, the DPUC issued a procedural order limiting the scope of
CL&P's four-year financial and operations review proceeding. The procedural
order noted that, while this proceeding cannot adjust rates, it could lead to
findings of fact that could form the basis for an interim rate adjustment in
early 1998.
A decision in this proceeding is scheduled to be issued by the end of 1997. The
Company cannot predict the outcome of this proceeding; however, an adverse
decision relating to the issue of the removal of the Millstone units from rate
base or the other issues being considered in this proceeding could have
significant negative impacts on CL&P's earnings and cash position in 1998.
At the October 23, 1997 hearing in this proceeding, CL&P announced that it would
not seek replacement power costs from customers incurred due to the Millstone
outages. Earlier this year, the DPUC had denied CL&P's right to request
recovery of such costs, and CL&P appealed that decision. CL&P has been, and
will continue to, expense such replacement power costs until the Millstone units
return to service.
For further information regarding this matter, see CL&P's First and Second
Quarter 1997 Form 10-Qs, 1996 Form 10-K and Form 8-K dated October 13, 1997.
Risk Management Instruments
CL&P uses fuel price management instruments to reduce a portion of the fuel
price risk associated with certain of its long-term negotiated energy contracts
and replacement power expense during the Millstone outages. CL&P's fuel price
management instruments seek to minimize exposure associated with rising fuel
prices and effectively fix the cost of fuel and maintain the profitability of
certain of its long-term negotiated contract sales.
These instruments are not used for trading purposes. The differential paid or
received as fuel prices change is recognized in income when realized.
As of September 30, 1997, CL&P had outstanding fuel price management instruments
with a total notional value of approximately $336 million. The settlement
amounts for the third quarter associated with the instruments decreased fuel
expense by approximately $2 million. For further information on risk management
instruments, see the "Notes to Consolidated Financial Statements," Note 5, in
this Form 10-Q.
Environmental Matters
The Company 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 the company. For the nine months ended
September 30, 1997, approximately $8 million was reserved, the most probable
amount as required by SFAS No.5, "Accounting for Contingencies."
RESULTS OF OPERATIONS
Income Statement Variances
Increase/(Decrease)
Millions of Dollars
Third Year-
Quarter Percent to-Date Percent
Operating revenues $28 5% $26 1%
Fuel, purchased and net
interchange power 9 4 131 22
Other operation 46 27 12 2
Maintenance 16 21 52 25
Amortization of
regulatory assets, net (13) (47) 15 47
Federal and state income taxes (15) (a) (74) (a)
Other income, net (7) (97) (8) (47)
Interest charges 2 7 9 9
Net Loss 23 86 116 a
(a) Percentage greater than 100
Comparison of the Third Quarter of 1997 to the Third Quarter of 1996
Total operating revenues increased in the third quarter of 1997, primarily due
to higher retail sales ($5 million); higher fuel recoveries ($11 million);
higher wholesale and other revenues ($8 million) and higher revenues as a result
of a reserve for conservation recoveries in 1996 ($4 million). Retail sales
increased 1.4 percent as a result of modest economic growth.
Fuel, purchased and net interchange power expense increased in 1997, primarily
due to higher replacement power costs expensed in 1997 due to the nuclear
outages.
Other operation and maintenance expense increased $62 million in 1997. The major
factors were the higher costs associated with the Millstone outages ($87
million), including a net increase of $37 million over 1996 in the reserve for
future restart costs and higher purchased capacity charges ($15 million). These
increases were partially offset by lower recognition of nuclear refueling outage
costs primarily as a result of the 1996 Rate Settlement ($19 million) and lower
capacity charges from Connecticut Yankee as a result of a property tax refund
($12 million).
Amortization of regulatory assets, net decreased in 1997, primarily due to lower
regulatory amortizations in 1997 as a result of the 1996 Rate Settlement.
Federal and state income taxes decreased in 1997, primarily due to lower book
taxable income.
Other income, net decreased in 1997, primarily due to proceeds from the sale of
Seabrook 2 steam generator in 1996 and lower deferred returns on regulatory
assets.
Comparison of the First Nine Months of 1997 to the First Nine Months of 1996
Total operating revenues increased in 1997, primarily due to higher revenues
from regulatory decisions ($14 million) and higher fuel and other revenues ($23
million), partially offset by lower retail sales ($11 million). Revenues from
regulatory decisions increased primarily due to higher recoveries of demand-
side-management costs. Retail sales decreased about one percent from 1996 due
to mild weather in the first quarter of 1997.
Fuel, purchased and net interchange power expense increased in 1997, primarily
due to higher replacement power costs expensed in 1997 due to the nuclear
outages.
Other operation and maintenance expense increased $64 million in 1997. The major
factors were the higher costs associated with the Millstone outages ($147
million) and higher capacity charges from Maine Yankee ($9 million). These
increases were partially offset by the lower recognition of nuclear refueling
outage costs primarily as a result of the 1996 Rate Settlement ($53 million);
lower capacity charges from Connecticut Yankee as a result of a property tax
refund ($18 million) and lower administrative and general expenses primarily due
to lower pensions and benefit costs ($13 million).
Amortization of regulatory assets, net increased in 1997, primarily due to the
completion of the cogeneration deferrals in 1996 and increased amortization in
1997 ($15 million) and higher amortizations as a result of the 1996 Rate
Settlement effective in July 1996 ($9 million). These increases were partially
offset by the completion of the amortization of phase-in costs for CL&P's share
of Seabrook in 1996 ($7 million).
Federal and state income taxes decreased in 1997, primarily due to lower book
taxable income.
Other income, net decreased in 1997, primarily due to proceeds from the sale of
Seabrook 2 steam generator in 1996 and lower deferred returns on regulatory
assets.
Interest charges increased in 1997, primarily due to higher interest on long-
term debt and interest expense associated with the accounts receivable facility.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
1. CL&P has been sued in the U. S. Bankruptcy Court for the Southern District
of Texas - Houston Division by Triple C Power, Inc., the successor of the now
bankrupt Texas-Ohio Power, Inc. (TOP). This suit arises out of CL&P's
administrative and judicial efforts to prevent TOP, a non-utility generator,
from selling electricity to two of CL&P's retail customers in Manchester,
Connecticut. CL&P currently has pending before the Connecticut Supreme Court an
appeal of a DPUC decision which, among other things, concluded that TOP did not
require specific legislative authorization to make retail sales of electricity.
The plaintiff seeks $20 million in actual damages, plus attorneys fees and court
costs, $40 million in exemplary damages, and a trebling of the actual damages,
for a total of about $100 million. CL&P believes this action is without merit
and intends to vigorously defend itself.
For additional information on the related Connecticut court proceedings,
see "Item 3 - Legal Proceedings" in CL&P's 1996 Form 10-K.
ITEM 5. OTHER INFORMATION
1. The Citizens Awareness Network (CAN) filed a petition with the NRC under
Section 2.206 of the NRC's regulations in November 1996 requesting that the NRC
suspend or revoke the operating licenses for Millstone 1, 2, and 3 and
Connecticut Yankee Atomic Power Company's nuclear generating facility (CY). The
petition also requested that the NRC take enforcement actions and make
investigations based on numerous allegations. On September 12, 1997, the
Director of Nuclear Reactor Regulation (Director) issued a partial decision
granting certain aspects of the petition, denying other aspects and deferring
other aspects of the petition pertaining to possible wrongdoing. The NRC
responded to these requests by relying upon actions that have already been taken
or actions that are currently under way. The NRC also denied petitioners'
request that the Millstone restart decision be postponed until completion of
pending investigations into alleged wrongdoings. However, the NRC decision
indicated that the results of these investigations will be considered by the NRC
Commissioners at the time of restart.
On September 3, 1997, the Director issued a partial decision deferring in
part and denying in part another Section 2.206 petition that had been filed by
CAN and the Nuclear Information Resource Service seeking NRC enforcement action
and placement of certain restrictions on decommissioning activities at CY. The
decision deferred that aspect of the petition requesting that the NRC take
enforcement action with respect to the radiological controls program at the
plant. The petitioners' requests that CY be placed on the NRC's watch list and
that a six-month moratorium be placed on decommissioning activities at CY were
denied.
For additional information relating to this matter, see "Item 3. Legal
Proceedings," in CL&P's 1996 Form 10-K and "Item 5 - Other Information" in
CL&P's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
2. A number of municipalities and cooperatives (Secondary Purchasers) have
notified the sponsors of MY, including CL&P, WMECO and PSNH, that they consider
their purchase and payment obligations under their purchase agreements to have
been terminated as a result of the decision by the MYAPC Board of Directors (MY
Board) to retire the facility. Accordingly, these Secondary Purchasers have
informed the sponsors that they will be making no further payments under the
contracts for the period following the MY Board's decision. Through such
contracts, the sponsors agreed to deliver a portion of the capacity and
electrical output from the facility until the year 2003 in exchange for payment
by the Secondary Purchasers of a pro rata share of the plant's costs and
expenses. NU's subsidiaries' estimated exposure under these contracts is
approximately $15 million to $20 million over the remaining term of these
agreements. The MY sponsors are reviewing their options on how to proceed
against the Secondary Purchasers in this matter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Listing of Exhibits:
Exhibit Number Description
10 Description of Certain Management
Compensation Arrangements (Exhibit 10.50,
File No. 333-30911)
27 Financial Data Schedule
(b) Reports on Form 8-K:
1. CL&P filed a Form 8-K dated August 19, 1997 disclosing that Michael G.
Morris has been appointed Chairman, President and Chief Executive
Officer of NU.
2. CL&P filed a Form 8-K dated October 13, 1997 disclosing:
. NU's earnings for the quarter ending September 30, 1997 and
information on the Millstone nuclear units restart schedule.
. The DPUC has been conducting a review of the rates of CL&P,
including an analysis of the possibility of removing one or more
of the Millstone nuclear units from CL&P's rate base.
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.
THE CONNECTICUT LIGHT AND POWER COMPANY
Registrant
Date: November 12, 1997 By: /s/ John H. Forsgren
John H. Forsgren
Executive Vice President,
Chief Financial Officer and
Director
Date: November 12, 1997 By: /s/ John J. Roman
John J. Roman
Vice President and Controller