FORM 10-K/A
(AMENDMENT NO. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 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 Registrant; State of Incorporation; I.R.S Employer
File Number Address; and Telephone Number Identification No.
1-5324 NORTHEAST UTILITIES 04-2147929
(a Massachusetts voluntary association)
174 BRUSH HILL AVENUE
WEST SPRINGFIELD, MASSACHUSETTS 01090-2010
Telephone: (413) 785-5871
0-11419 THE CONNECTICUT LIGHT AND POWER COMPANY 06-0303850
(a Connecticut corporation)
107 SELDEN STREET
BERLIN, CONNECTICUT 06037-1616
Telephone: (860) 665-5000
1-6392 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 02-0181050
(a New Hampshire corporation)
1000 ELM STREET
MANCHESTER, NEW HAMPSHIRE 03105-0330
Telephone: (603) 669-4000
0-7624 WESTERN MASSACHUSETTS ELECTRIC COMPANY 04-1961130
(a Massachusetts corporation)
174 BRUSH HILL AVENUE
WEST SPRINGFIELD, MASSACHUSETTS 01090-2010
Telephone: (413) 785-5871
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Registrant Title of Each Class on Which Registered
NORTHEAST UTILITIES Common Shares, $5.00 New York Stock Exchange, Inc.
par value
THE CONNECTICUT LIGHT 9.3% Cumulative New York Stock Exchange, Inc.
AND POWER COMPANY Monthly Income
Preferred Securities
Series A (1)
(1) Issued by CL&P Capital, L.P., a wholly owned subsidiary of The Connecticut
Light and Power Company ("CL&P"), and guaranteed by CL&P.
Securities registered pursuant to Section 12(g) of the Act:
Registrant Title of Each Class
THE CONNECTICUT LIGHT Preferred Stock, par value $50.00 per share,
AND POWER COMPANY issuable in series, of which the following
series are outstanding:
$1.90 Series of 1947 4.96% Series of 1958
$2.00 Series of 1947 4.50% Series of 1963
$2.04 Series of 1949 5.28% Series of 1967
$2.20 Series of 1949 6.56% Series of 1968
3.90% Series of 1949 $3.24 Series G of 1968
$2.06 Series E of 1954 7.23% Series of 1992
$2.09 Series F of 1955 5.30% Series of 1993
4.50% Series of 1956
PUBLIC SERVICE Preferred Stock, par value $25.00 per share,
COMPANY OF issuable in series, of which the following series
NEW HAMPSHIRE are outstanding:
10.60% Series A of 1991
WESTERN MASSACHUSETTS Preferred Stock, par value $100.00 per share,
ELECTRIC COMPANY issuable in series, of which the following series
is outstanding:
7.72% Series B of 1971
Class A Preferred Stock, par value $25.00 per share,
issuable in series, of which the following series
are outstanding:
7.60% Series of 1987
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of NORTHEAST UTILITIES' Common Share, $5.00 Par
Value, held by nonaffiliates, was $2,181,626,490 based on a closing sales price
of $15.94 per share for the 136,886,368 common shares outstanding on May 29,
1998. NORTHEAST UTILITIES holds all of the 12,222,930 shares, 1,000 shares and
1,072,471 shares of the outstanding common stock of THE CONNECTICUT LIGHT AND
POWER COMPANY, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND WESTERN MASSACHUSETTS
ELECTRIC COMPANY, respectively.
Documents Incorporated by Reference:
Part of Form 10-K
into Which Document
Description is Incorporated
Portions of Annual Reports to Shareholders
of the following companies for the year
ended December 31, 1997:
Northeast Utilities Part II
The Connecticut Light and Power Company Part II
Public Service Company of New Hampshire Part II
Western Massachusetts Electric Company Part II
Explanatory Note: Securities and Exchange Commission
Inquiry and Amendment of the Form 10-Ks of NU, CL&P, PSNH and WMECO
In a letter dated March 25, 1998, the SEC inquired into the NU system's
accounting for nuclear compliance costs. These costs are the unavoidable
incremental costs associated with the current nuclear outages required to be
incurred prior to restart of the units in accordance with correspondence
received from the NRC early in 1996. The SEC's view is that these unavoidable
costs associated with nuclear outages and procedures to be implemented at
nuclear power plants in response to regulatory requirements required prior to
restart of the units should be expensed as incurred. During 1996 and 1997, NU,
CL&P, PSNH and WMECO reserved for these unavoidable incremental costs that they
expected to incur to meet NRC standards. The SEC advised NU, CL&P, PSNH and
WMECO to reflect these costs as they are incurred. While NU and its independent
auditors, Arthur Andersen LLP, believed the accounting was required by, and was
in accordance with, generally accepted accounting principles, the company has
agreed to adjust its accounting for nuclear compliance costs and amend its 1996
and 1997 Form 10-K filings. This amendment on Form 10-K/A reflects the change
in accounting.
GLOSSARY OF TERMS
The following is a glossary of frequently used abbreviations or acronyms
that are found throughout this report:
NU.............................. Northeast Utilities
CL&P............................ The Connecticut Light and Power Company
Charter Oak or COE.............. Charter Oak Energy, Inc.
WMECO........................... Western Massachusetts Electric Company
HWP............................. Holyoke Water Power Company
NUSCO or the Service Company.... Northeast Utilities Service Company
NNECO........................... Northeast Nuclear Energy Company
NAEC............................ North Atlantic Energy Corporation
NAESCO or North Atlantic........ North Atlantic Energy Service Corporation
PSNH............................ Public Service Company of New Hampshire
RRR............................. The Rocky River Realty Company
Select Enery.................... Select Energy, Inc., formerly NUSCO
Energy Partners, Inc.
Mode 1.......................... Mode 1 Communications, Inc.
HEC............................. HEC Inc.
Quinnehtuk...................... The Quinnehtuk Company
the System...................... The Northeast Utilities System
CYAPC........................... Connecticut Yankee Atomic Power Company
MYAPC........................... Maine Yankee Atomic Power Company
VYNPC........................... Vermont Yankee Nuclear Power Corporation
YAEC............................ Yankee Atomic Electric Company
the Yankee Companies............ CYAPC, MYAPC, VYNPC, and YAEC
GENERATING UNITS
Millstone 1..................... Millstone Unit No. 1, a 660-MW nuclear
generating unit completed in 1970
Millstone 2..................... Millstone Unit No. 2, an 870-MW nuclear
electric generating unit completed in 1975
Millstone 3..................... Millstone Unit No. 3, a 1,154-MW nuclear
electric generating unit completed in 1986
Seabrook or Seabrook 1.......... Seabrook Unit No. 1, a 1,148-MW nuclear
electric generating unit completed in 1986.
Seabrook 1 went into service in 1990.
REGULATORS
DOE............................. U.S. Department of Energy
DTE............................. Massachusetts Department of Telecommunications
and Energy, formerly the Massachusetts
Department of Public Utilities (DPU)
DPUC............................ Connecticut Department of Public Utility
Control
MDEP............................ Massachusetts Department of Environmental
CDEP............................ Connecticut Department of Environmental
Protection
EPA............................. U.S. Environmental Protection Agency
FERC............................ Federal Energy Regulatory Commission
NHDES........................... New Hampshire Department of Environmental
Services
NHPUC........................... New Hampshire Public Utilities Commission
NRC............................. Nuclear Regulatory Commission
SEC............................. Securities and Exchange Commission
OTHER
1935 Act........................ Public Utility Holding Company Act of 1935
CAAA............................ Clean Air Act Amendments of 1990
DSM............................. Demand-Side Management
Energy Act...................... Energy Policy Act of 1992
EWG............................. Exempt wholesale generator
EAC............................. Energy Adjustment Clause (CL&P)
FAC............................. Fuel Adjustment Clause (WMECO)
FPPAC........................... Fuel and purchased power adjustment clause
(PSNH)
FUCO............................ Foreign utility company
kWh............................. Kilowatt-hour
MW.............................. Megawatt
NBFT............................ Niantic Bay Fuel Trust, lessor of nuclear fuel
used by CL&P and WMECO
ISO............................. Independent System Operator, successor to the
New England Power Pool (NEPOOL)
NEPOOL.......................... New England Power Pool
NUGs............................ Nonutility generators
NUG&T........................... Northeast Utilities Generation and
Transmission Agreement
NORTHEAST UTILITIES
THE CONNECTICUT LIGHT AND POWER COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
WESTERN MASSACHUSETTS ELECTRIC COMPANY
1997 Form 10-K/A Annual Report
Table of Contents
PART II
Page
Item 6. Selected Financial Data...................................... 1
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 1
Item 8. Financial Statements and Supplementary Data.................. 1
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.......................................... 3
Item 6. Selected Financial Data
NU. Reference is made to information under the heading "Selected
Consolidated Financial Data" contained on page 65 of NU's Amended 1997 Annual
Report to Shareholders, which information is incorporated herein by reference.
CL&P. Reference is made to information under the heading "Selected
Financial Data" contained on page 54 of CL&P's Amended 1997 Annual Report, which
information is incorporated herein by reference.
PSNH. Reference is made to information under the heading "Selected
Financial Data" contained on pages 50 and 51 of PSNH's Amended 1997 Annual
Report, which information is incorporated herein by reference.
WMECO. Reference is made to information under the heading "Selected
Financial Data" contained on page 51 of WMECO's Amended 1997 Annual Report,
which information is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
NU. Reference is made to information under the heading "Management's
Discussion and Analysis" contained on pages 48 through 63 in NU's Amended 1997
Annual Report to Shareholders, which information is incorporated herein by
reference.
CL&P. Reference is made to information under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained on pages 42 through 53 in CL&P's Amended 1997 Annual Report, which
information is incorporated herein by reference.
PSNH. Reference is made toinformation under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained on pages 42 through 49 in PSNH's Amended 1997 Annual Report, which
information is incorporated herein by reference.
WMECO. Reference is made to information under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained on pages 40 through 50 in WMECO's Amended 1997 Annual Report, which
information is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
NU. Reference is made to information under the headings "Company Report,"
"Report of Independent Public Accountants," "Consolidated Statements of Income,"
"Consolidated Statements of Cash Flows," "Consolidated Statements of Income
Taxes," "Consolidated Balance Sheets," "Consolidated Statements of
Capitalization," "Consolidated Statements of Common Shareholders' Equity,"
"Notes to Consolidated Financial Statements," and "Consolidated Statements of
Quarterly Financial Data" contained on pages 2 through 47 and page 64 in NU's
Amended 1997 Amended Report to Shareholders, which information is incorporated
herein by reference.
CL&P. Reference is made to information under the headings "Consolidated
Balance Sheets," "Consolidated Statements of Income," "Consolidated Statements
of Cash Flows," "Consolidated Statements of Common Stockholder's Equity," "Notes
to Consolidated Financial Statements," "Report of Independent Public
Accountants," and "Statements of Quarterly Financial Data" contained on pages 2
through 41 and page 54 in CL&P's Amended 1997 Annual Report, which information
is incorporated herein by reference.
PSNH. Reference is made to information under the headings "Balance
Sheets," "Statements of Income," "Statements of Cash Flows," "Statements of
Common Equity," "Notes to Financial Statements," "Report of Independent
Public Accountants," and "Statements of Quarterly Financial Data" contained on
pages 2 through 41 and page 52 in PSNH's Amended 1997 Annual Report, which
information is incorporated herein by reference.
WMECO. Reference is made to information under the headings "Consolidated
Balance Sheets," "Consolidated Statements of Income," "Consolidated Statements
of Cash Flows," "Consolidated Statements of Common Stockholder's Equity,"
"Notes to Consolidated Financial Statements," "Report of Independent Public
Accountants," and "Statements of Quarterly Financial Data" contained on pages 2
through 39 and page 51 in WMECO's Amended 1997 Annual Report, which information
is incorporated herein by reference.
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) 1. Financial Statements:
The Report of Independent Public Accountants and financial
statements of NU, CL&P, PSNH and WMECO are hereby incorporated by
reference and made a part of this report (see "Item 8. Financial
Statements and Supplementary Data").
Report of Independent Public Accountants
on Schedules S-1
Consent of Independent Public Accountants S-3
2. Schedules:
Amended Financial Statement Schedules for NU (Parent),
NU and Subsidiaries, CL&P and Subsidiaries,
PSNH and WMECO and Subsidiary are listed in
the Index to Financial Statements Schedules S-4
3. Exhibits Index E-1
NORTHEAST UTILITIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NORTHEAST UTILITIES
(Registrant)
Date: June 10, 1998 By: /s/ Michael G. Morris
Michael G. Morris
Chairman of the Board
and President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date Title Signature
June 10, 1998 Chairman of the Board, /s/ Michael G. Morris
President and Michael G. Morris
Chief Executive Officer
and a Trustee
June 10, 1998 Executive Vice /s/ John H. Forsgren
President and Chief John H. Forsgren
Financial Officer
June 10, 1998 Vice President and /s/ John J. Roman
Controller John J. Roman
NORTHEAST UTILITIES
SIGNATURES (CONT'D)
Date Title Signature
June 10, 1998 Trustee /s/ Cotton M. Cleveland
Cotton M. Cleveland
June 10, 1998 Trustee /s/ William F. Conway
William F. Conway
June 10, 1998 Trustee /s/ E. Gail de Planque
E. Gail de Planque
June 10, 1998 Trustee /s/ Elizabeth T. Kennan
Elizabeth T. Kennan
June 10, 1998 Trustee /s/ William J. Pape II
William J. Pape II
June 10, 1998 Trustee /s/ Robert E. Patricelli
Robert E. Patricelli
June 10, 1998 Trustee /s/ John F. Swope
John F. Swope
June 10, 1998 Trustee /s/ John F. Turner
John F. Turner
THE CONNECTICUT LIGHT AND POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE CONNECTICUT LIGHT AND POWER COMPANY
(Registrant)
Date: June 10, 1998 By: /s/ Michael G. Morris
Michael G. Morris
Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
7
Date Title Signature
June 10, 1998 Chairman and /s/ Michael G. Morris
a Director Michael G. Morris
June 10, 1998 President and /s/ Hugh C. MacKenzie
a Director Hugh C. MacKenzie
June 10, 1998 Executive Vice /s/ John H. Forsgren
President and John H. Forsgren
Chief Financial
Officer and a
Director
June 10, 1998 Vice President /s/ John J. Roman
and Controller John J. Roman
June 10, 1998 Director /s/ Bruce D. Kenyon
Bruce D. Kenyon
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(Registrant)
Date: June 10, 1998 By: /s/ Michael G. Morris
Michael G. Morris
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date Title Signature
June 10, 1998 Chairman and Chief /s/ Michael G. Morris
Executive Officer Michael G. Morris
and a Director
June 10, 1998 President and /s/ William T. Frain, Jr.
Chief Operating William T. Frain, Jr.
Officer and
a Director
June 10, 1998 Executive Vice /s/ John H. Forsgren
President and John H. Forsgren
Chief Financial
Officer and a
Director
June 10, 1998 Vice President /s/ John J. Roman
and Controller John J. Roman
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
SIGNATURES (CONT'D)
Date Title Signature
June 10, 1998 Director /s/ John C. Collins
John C. Collins
June 10, 1998 Director /s/ Bruce D. Kenyon
Bruce D. Kenyon
June 10, 1998 Director /s/ Gerald Letendre
Gerald Letendre
June 10, 1998 Director /s/ Hugh C. MacKenzie
Hugh C. MacKenzie
June 10, 1998 Director /s/ Jane E. Newman
Jane E. Newman
WESTERN MASSACHUSETTS ELECTRIC COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
(Registrant)
Date: June 10, 1998 By: /s/ Michael G. Morris
Michael G. Morris
Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date Title Signature
June 10, 1998 Chairman and /s/ Michael G. Morris
a Director Michael G. Morris
June 10, 1998 President and /s/ Hugh C. MacKenzie
a Director Hugh C. MacKenzie
June 10, 1998 Executive Vice /s/ John H. Forsgren
President and John H. Forsgren
Chief Financial
Officer and a
Director
June 10, 1998 Vice President /s/ John J. Roman
and Controller John J. Roman
June 10, 1998 Director /s/ Bruce D. Kenyon
Bruce D. Kenyon
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES
We have audited in accordance with generally accepted auditing standards, the
restated financial statements of Northeast Utilities, The Connecticut Light and
Power Company and Western Massachusetts Electric Company incorporated by
reference in this Form 10-K/A, and have issued our report thereon dated February
20, 1998 (except with respect to the matter discussed in Note 1, as to which
the date is June 10, 1998). Our audit was made for the purpose of forming an
opinion on the basic financial statements taken as a whole. The schedules, as
restated - see Note 1, listed in the accompanying Index to Financial Statements
Schedules are the responsibility of the companies' management and are presented
for purposes of complying with the Securities and Exchange Commission's rules
and are not part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 20, 1998 (except with respect to the matter discussed in
Note 1, as to which the date is June 10, 1998)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES
We have audited in accordance with generally accepted auditing standards, the
restated financial statements of Public Service Company of New Hampshire,
incorporated by reference in this Form 10-K/A and have issued our report thereon
dated February 20, 1998 (except with respect to the matter discussed in Note 1
as to which the date is June 10, 1998). Our report includes an explanatory
paragraph regarding the existence of conditions which raise substantial doubt
about the company's ability to continue as a going concern. Our audit was made
for the purpose of forming an opinion on the basic financial statements taken as
a whole. The schedules, as restated - see Note 1, listed in the accompanying
Index to Financial Statements Schedules are the responsibility of the company's
management and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 20, 1998 (except with respect to the matter discussed in
Note 1, as to which the date is June 10, 1998)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included (or incorporated by reference) in this Form 10-K/A, into
the Company's previously filed Registration Statements No. 33-55279 of The
Connecticut Light and Power Company, No. 33-56537 of CL&P Capital, LP and No.
33-34622, No. 33-44814, No. 33-63023, No. 33-40156, No. 333-52413, and No.
333-52415 of Northeast Utilities.
/s/ ARTHUR ANDERSEN LLP
Hartford, Connecticut
June 10, 1998
INDEX TO FINANCIAL STATMENTS SCHEDULES
Schedule
I. Amended Financial Information of Registrant:
Northeast Utilities (Parent) Balance
Sheets 1997 and 1996 S-5
Northeast Utilities (Parent) Statements
of Income 1997, 1996, and 1995 S-6
Northeast Utilities (Parent) Statements
of Cash Flows 1997, 1996, and 1995 S-7
II. Amended Valuation and Qualifying Accounts
and Reserves 1997, 1996, and 1995:
Northeast Utilities and Subsidiaries S-8 - S-10
The Connecticut Light and Power Company
and Subsidiaries S-11 - S-13
Public Service Company of New Hampshire S-14 - S-16
Western Massachusetts Electric Company
and Subsidiary S-17 - S-19
All other schedules of the companies' for which provision is made in
the applicable regulations of the Securities and Exchange Commission are not
required under the related instructions or are not applicable, and therefore
have been omitted.
SCHEDULE I
NORTHEAST UTILITIES (PARENT)
FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
AT DECEMBER 31, 1997 AND 1996
(Thousands of Dollars)
1997 1996
(Restated) (Restated)
---------- ----------
ASSETS
- ------
Other Property and Investments:
Investments in subsidiary companies, at
equity............................................... $2,314,746 $2,543,352
Investments in transmission companies, at equity...... 19,635 21,186
Other, at cost........................................ 402 413
----------- -----------
2,334,783 2,564,951
----------- -----------
Current Assets:
Cash.................................................. 10 10
Notes receivable from affiliated companies............ 34,200 5,475
Notes and accounts receivable......................... 711 813
Receivables from affiliated companies................. 961 7,106
Prepayments........................................... 265 224
----------- -----------
36,147 13,628
----------- -----------
Deferred Charges:
Accumulated deferred income taxes..................... 5,692 5,293
Unamortized debt expense.............................. 232 524
Other................................................. 47 46
----------- -----------
5,971 5,863
----------- -----------
Total Assets..................................... $2,376,901 $2,584,442
=========== ===========
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common Shareholders' Equity:
Common shares, $5 par value--Authorized
225,000,000 shares; 136,842,170 shares issued and
130,182,736 shares outstanding in 1997 and
136,051,938 shares issued and
128,444,373 outstanding in 1996..................... $ 684,211 $ 680,260
Capital surplus, paid in.............................. 932,493 940,446
Deferred contribution plan--employee stock ownership
plan (ESOP)......................................... (154,141) (176,091)
Retained earnings..................................... 707,522 869,618
----------- -----------
Total common shareholders' equity................... 2,170,085 2,314,233
Long-term debt........................................ 177,000 194,000
----------- -----------
Total capitalization................................ 2,347,085 2,508,233
----------- -----------
Current Liabilities:
Notes payable to banks................................ - 38,750
Long-term debt and preferred stock--current portion... 17,000 16,000
Accounts payable...................................... 1,857 15,504
Accounts payable to affiliated companies.............. 216 600
Accrued taxes......................................... 7,860 2,158
Accrued interest...................................... 2,343 2,602
Dividend reinvestment plan............................ 90 -
Other................................................. - 2
----------- -----------
29,366 75,616
----------- -----------
Other Deferred Credits.................................. 450 593
----------- -----------
Total Capitalization and Liabilities $2,376,901 $2,584,442
=========== ===========
SCHEDULE I
NORTHEAST UTILITIES (PARENT)
FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
(Thousands of Dollars Except Share Information)
1997 1996
(Restated) (Restated) 1995
------------- ------------- -------------
Operating Revenues.................. $ - $ - $ -
------------- ------------- -------------
Operating Expenses:
Other............................. 8,657 8,920 14,267
Federal income taxes.............. (10,697) (10,390) (8,585)
------------- ------------- -------------
Total operating expenses......... (2,040) (1,470) 5,682
------------- ------------- -------------
Operating Income (Loss)............. 2,040 1,470 (5,682)
------------- ------------- -------------
Other Income:
Equity in earnings of
subsidiaries..................... (118,195) 55,370 310,025
Equity in earnings of
transmission companies........... 2,968 3,306 3,561
Other, net........................ 2,184 368 329
------------- ------------- -------------
Other income, net............... (113,043) 59,044 313,915
------------- ------------- -------------
(Loss) Income before
interest charges.............. (111,003) 60,514 308,233
------------- ------------- -------------
Interest Charges.................... 18,959 21,585 25,799
------------- ------------- -------------
Net (Loss)/Income................... $ (129,962) $ 38,929 $ 282,434
============= ============= =============
(Loss)/Earnings Per Common Share.... $ (1.01) $ 0.30 $ 2.24
============= ============= =============
Common Shares Outstanding
(average).......................... 129,567,708 127,960,382 126,083,645
============= ============= =============
SCHEDULE I
NORTHEAST UTILITIES (PARENT)
FINANCIAL INFORMATION OF REGISTRANT
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996, 1995
(Thousands of Dollars)
1997 1996
(Restated) (Restated) 1995
------------ -------------- --------------
Operating Activities:
Net (loss) income...................................... $ (129,962) $ 38,929 $ 282,434
Adjustments to reconcile to net cash
from operating activities:
Equity in earnings of subsidiary companies........... 118,195 (55,370) (310,025)
Cash dividends received from subsidiary companies.... 132,994 247,101 272,350
Deferred income taxes................................ 1,558 3,868 772
Other sources of cash................................ 11,738 17,961 6,916
Other uses of cash................................... (2,101) (3,065) (528)
Changes in working capital:
Receivables........................................ 6,247 (7,312) 1,991
Accounts payable................................... (14,031) (3,183) 15,381
Other working capital (excludes cash).............. 5,490 (13,724) 7,396
------------ -------------- --------------
Net cash flows from operating activities................. 130,128 225,205 276,687
------------ -------------- --------------
Financing Activities:
Issuance of common shares.............................. 6,502 10,622 47,218
Net decrease in short-term debt........................ (38,750) (18,750) (46,500)
Reacquisitions and retirements of long-term debt....... (16,000) (14,000) (12,000)
Cash dividends on common shares........................ (32,134) (176,276) (221,701)
------------ -------------- --------------
Net cash flows used for financing activities............. (80,382) (198,404) (232,983)
------------ -------------- --------------
Investment Activities:
NU System Money Pool................................... (28,725) 4,200 (7,700)
Investment in subsidiaries............................. (22,583) (33,217) (38,963)
Other investment activities, net....................... 1,562 2,208 2,935
------------ -------------- --------------
Net cash flows used for investments...................... (49,746) (26,809) (43,728)
------------ -------------- --------------
Net decrease in cash for the period...................... 0 (8) (24)
Cash - beginning of period............................... 10 18 42
------------ -------------- --------------
Cash - end of period..................................... $ 10 $ 10 $ 18
============ ============== ==============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized................... $ 18,960 $ 21,770 $ 26,430
============ ============== ==============
Income taxes (refund).................................. $ (16,000) $ (7,700) $ (8,418)
============ ============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Restated)
YEAR ENDED DECEMBER 31, 1997
(Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- ------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 17,062 $ 14,854 $ - $ 29,864 (a) $ 2,052
========= ========= ========= ========= =========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 36,260 $ 9,542 $ - $ 11,365 (b) $ 34,437
========= ========= ========= ========= =========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Restated)
YEAR ENDED DECEMBER 31, 1996
(Thousands of Dollars)
- -------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- -------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 14,379 $ 21,761 $ - $ 19,078 (a) $ 17,062
========= ========= ========= ========== ==========
Asset valuation reserves $ 10,266 $ $ - $ 10,266 $ 0
========= ========= ========= ========== ==========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 38,409 $ 8,397 $ - $ 10,546 (b) $ 36,260
========= ========= ========= ========== ==========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEAR ENDED DECEMBER 31, 1995
(Thousands of Dollars)
- -------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- -------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 16,826 $ 18,010 $ - $ 20,458 (a)$ 14,378
========= ========= ========= ========= =========
Asset valuation reserves $ 8,684 $ 1,582 $ - $ - $ 10,266
========= ========= ========= ========= =========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 34,721 $ 11,475 $ - $ 7,787 (b)$ 38,409
========= ========= ========= ========= =========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Restated)
YEAR ENDED DECEMBER 31, 1997
(Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- ------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 13,241 $ 10,509 $ - $ 23,450 (a) $ 300
========= ========= ========= ========= =========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 18,879 $ 4,458 $ - $ 8,375 (b) $ 14,962
========= ========= ========= ========= =========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Restated)
YEAR ENDED DECEMBER 31, 1996
(Thousands of Dollars)
- -------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- -------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 10,567 $ 15,704 $ - $ 13,030 (a) $ 13,241
========= ========= ========= ========== ==========
Asset valuation reserves $ 10,266 $ - $ - $ 10,266 $ 0
========= ========= ========= ========== ==========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 19,874 $ 5,709 $ - $ 6,704 (b) $ 18,879
========= ========= ========= ========== ==========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEAR ENDED DECEMBER 31, 1995
(Thousands of Dollars)
- -------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- -------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 12,778 $ 12,722 $ - $ 14,933 (a)$ 10,567
========= ========= ========= ========= =========
Asset valuation reserves $ 8,684 $ 1,582 $ - $ - $ 10,266
========= ========= ========= ========= =========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 19,529 $ 5,633 $ - $ 5,288 (b)$ 19,874
========= ========= ========= ========= =========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Restated)
YEAR ENDED DECEMBER 31, 1997
(Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged to
Balance at Charged to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- ------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 1,700 $ 3,259 $ - $ 3,257 (a) $ 1,702
========= ========= ========= ========= =========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 7,265 $ 1,647 $ - $ 1,124 (b) $ 7,788
========= ========= ========= ========= =========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Restated)
YEAR ENDED DECEMBER 31, 1996
(Thousands of Dollars)
- -------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- -------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 1,582 $ 2,906 $ - $ 2,788 (a) $ 1,700
========= ========= ========= ========== ==========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 8,142 1,040 $ - $ 1,917 (b) $ 7,265
========= ========= ========= ========== ==========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEAR ENDED DECEMBER 31, 1995
(Thousands of Dollars)
- -------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- -------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 2,015 $ 2,454 $ - $ 2,887 (a)$ 1,582
========= ========= ========= ========= =========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 5,113 $ 3,668 $ - $ 639 (b)$ 8,142
========= ========= ========= ========= =========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Restated)
YEAR ENDED DECEMBER 31, 1997
(Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- ------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 2,121 $ 1,086 $ - $ 3,157 (a) $ 50
========= ========= ========= ========= =========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 5,575 $ 1,093 $ - $ 1,165 (b) $ 5,503
========= ========= ========= ========= =========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Restated)
YEAR ENDED DECEMBER 31, 1996
(Thousands of Dollars)
- -------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- -------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 2,230 $ 3,097 $ - $ 3,206 (a) $ 2,121
========= ========= ========= ========== ==========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 5,144 $ 1,222 $ - $ 791 (b) $ 5,575
========= ========= ========= ========== ==========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEAR ENDED DECEMBER 31, 1995
(Thousands of Dollars)
- -------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
--------------------
(1) (2)
Charged
Balance at Charged to to other Balance
beginning costs and accounts- Deductions- at end
Description of period expenses describe describe of period
- -------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY:
Reserves for uncollectible accounts $ 2,032 $ 2,836 $ - $ 2,638 (a)$ 2,230
========= ========= ========= ========= =========
RESERVES NOT APPLIED AGAINST ASSETS:
Operating reserves $ 4,674 $ 1,340 $ - $ 870 (b)$ 5,144
========= ========= ========= ========= =========
(a) Amounts written off, net of recoveries.
(b) Principally payments for environmental remediation, various injuries and damages, employee
medical expenses, and expenses in connection therewith.
EXHIBIT INDEX
Each document described below is incorporated by reference to the files of
the Securities and Exchange Commission, unless the reference to the document is
marked as follows:
& - Filed with the 1997 Annual Report on Form 10-K/A for NU and herein
incorporated by reference from the 1997 NU Form 10-K/A, File No. 1-5324
into the 1997 Annual Report on Form 10-K/A for CL&P, PSNH and WMECO.
* - Filed with the 1997 Annual Report on Form 10-K for NU and herein
incorporated by reference from the 1997 NU Form 10-K, File No. 1-5324 into
the 1997 Annual Report on Form 10-K for CL&P, PSNH, WMECO and NAEC.
# - Filed with the 1997 Annual Report on Form 10-K for NU and herein
incorporated by reference from the 1997 NU Form 10-K, File No. 1-5324 into
the 1997 Annual Report on Form 10-K for CL&P.
@ - Filed with the 1997 Annual Report on Form 10-K for NU and herein
incorporated by reference from the 1997 NU Form 10-K, File No. 1-5324 into
the 1997 Annual Report on Form 10-K for PSNH.
** - Filed with the 1997 Annual Report on Form 10-K for NU and herein
incorporated by reference from the 1997 NU Form 10-K, File No. 1-5324 into
the 1997 Annual Report on Form 10-K for WMECO.
## - Filed with the 1997 Annual Report on Form 10-K for NU and herein
incorporated by reference from the 1997 Form 10-K, File No. 1-5324 into the
1997 Annual Report on Form 10-K for NAEC.
Exhibit
Number Description
3 Articles of Incorporation and By-Laws
3.1 Northeast Utilities
3.1.1 Declaration of Trust of NU, as amended through May 24,
1988. (Exhibit 3.1.1, 1988 NU Form 10-K, File No.
1-5324)
3.2 The Connecticut Light and Power Company
3.2.1 Certificate of Incorporation of CL&P, restated to March
22, 1994. (Exhibit 3.2.1, 1993 NU Form 10-K, File No.
1-5324)
3.2.2 Certificate of Amendment to Certificate of Incorporation
of CL&P, dated December 26, 1996. (Exhibit 3.2.2, 1996
NU Form 10-K, File No. 1-5324)
3.2.3 By-laws of CL&P, as amended to January 1, 1997. (Exhibit
3.2.3, 1996 NU Form 10-K, File No. 1-5324)
3.3 Public Service Company of New Hampshire
3.3.1 Articles of Incorporation, as amended to May 16, 1991.
(Exhibit 3.3.1, 1993 NU Form 10-K, File No. 1-5324)
3.3.2 By-laws of PSNH, as amended to November 1, 1993.
(Exhibit 3.3.2, 1993 NU Form 10-K, File No. 1-5324)
3.4 Western Massachusetts Electric Company
3.4.1 Articles of Organization of WMECO, restated to February
23, 1995. (Exhibit 3.4.1, 1994 NU Form 10-K, File No.
1-5324)
** 3.4.2 By-laws of WMECO, as amended to February 11, 1998.
3.5 North Atlantic Energy Corporation
3.5.1 Articles of Incorporation of NAEC dated September 20,
1991. (Exhibit 3.5.1, 1993 NU Form 10-K, File No.
1-5324)
3.5.2 Articles of Amendment dated October 16, 1991 and June 2,
1992 to Articles of Incorporation of NAEC. (Exhibit
3.5.2, 1993 NU Form 10-K, File No. 1-5324)
3.5.3 By-laws of NAEC, as amended to November 8, 1993.
(Exhibit 3.5.3, 1993 NU Form 10-K, File No. 1-5324)
4 Instruments defining the rights of security holders, including
indentures
4.1 Northeast Utilities
4.1.1 Indenture dated as of December 1, 1991 between Northeast
Utilities and IBJ Schroder Bank & Trust Company, with
respect to the issuance of Debt Securities. (Exhibit
4.1.1, 1991 NU Form 10-K, File No. 1-5324)
4.1.2 First Supplemental Indenture dated as of December 1,
1991 between Northeast Utilities and IBJ Schroder Bank
& Trust Company, with respect to the issuance of Series
A Notes. (Exhibit 4.1.2, 1991 NU Form 10-K, File No.
1-5324)
4.1.3 Second Supplemental Indenture dated as of March 1, 1992
between Northeast Utilities and IBJ Schroder Bank &
Trust Company with respect to the issuance of 8.38%
Amortizing Notes. (Exhibit 4.1.3, 1992 NU Form 10-K,
File No. 1-5324)
4.1.4 Credit Agreements among CL&P, NU, WMECO, NUSCO (as
Agent) and 3 Commercial Banks dated December 3, 1992
(Three-Year Facility). (Exhibit C.2.38, 1992 NU Form
U5S, File No. 30-246)
4.1.5 Credit Agreements among CL&P, WMECO, NU, Holyoke Water
Power Company, RRR, NNECO and NUSCO (as Agent) and 1
commercial bank dated December 3, 1992 (Three-Year
Facility). (Exhibit C.2.39, 1992 NU Form U5S, File No.
30-246)
4.1.6 Credit Agreement among NU, CL&P and WMECO and several
commercial banks, dated as of November 21, 1996.
(Exhibit No. B.1, File No. 70-8875)
4.1.7 First Amendment and Waiver dated as of May 30, 1997 to
Credit Agreement dated as of November 21, 1996 among NU,
CL&P, WMECO, and the Co-Agents and Banks named therein.
(Exhibit B.4(a) (Execution Copy), File No. 70-8875)
4.1.8 Credit Agreement dated as of February 10, 1998 among NU,
the Lenders named therein, and Toronto Dominion (Texas),
Inc., as Administrative Agent, TD Securities (USA) Inc.,
as Arranger. (Exhibit B.9 (Execution Copy), File No.
70-8875)
4.2 The Connecticut Light and Power Company
4.2.1 Indenture of Mortgage and Deed of Trust between CL&P and
Bankers Trust Company, Trustee, dated as of May 1, 1921.
(Composite including all twenty-four amendments to May
1, 1967.) (Exhibit 4.1.1, 1989 NU Form 10-K, File No.
1-5324)
Supplemental Indentures to the Composite May 1, 1921
Indenture of Mortgage and Deed of Trust between CL&P and
Bankers Trust Company, dated as of:
4.2.2 December 1, 1969. (Exhibit 4.20, File No. 2-60806)
4.2.3 June 30, 1982. (Exhibit 4.33, File No. 2-79235)
4.2.4 December 1, 1989. (Exhibit 4.1.26, 1989 NU Form 10-K,
File No. 1-5324)
4.2.5 July 1, 1992. (Exhibit 4.31, File No. 33-59430)
4.2.6 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
4.2.7 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
4.2.8 December 1, 1993. (Exhibit 4.2.14, 1993 NU Form 10-K,
File No. 1-5324)
4.2.9 February 1, 1994. (Exhibit 4.2.15, 1993 NU Form 10-K,
File No. 1-5324)
4.2.10 February 1, 1994. (Exhibit 4.2.16, 1993 NU Form 10-K,
File No. 1-5324)
4.2.11 June 1, 1994. (Exhibit 4.2.15, 1994 NU Form 10-K, File
No. 1-5324)
4.2.12 October 1, 1994. (Exhibit 4.2.16, 1994 NU Form 10-K,
File No. 1-5324)
4.2.13 June 1, 1996. (Exhibit 4.2.16, 1996 NU Form 10-K, File
No. 1-5324)
4.2.14 January 1, 1997. (Exhibit 4.2.17, 1996 NU Form 10-K,
File No. 1-5324
4.2.15 May 1, 1997. (Exhibit 4.19, File No. 333-30911)
4.2.16 June 1, 1997. (Exhibit 4.20, File No. 333-30911)
# 4.2.17 June 1, 1997.
4.2.18 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds, 1986 Series) dated as of
December 1, 1986. (Exhibit C.1.47, 1986 NU Form U5S,
File No. 30-246)
4.2.18.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds, 1986 Series) dated
as of August 1, 1994. (Exhibit 1 (Execution
Copy), File No. 70-7320)
4.2.19 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds, 1988 Series) dated as of
October 1, 1988. (Exhibit C.1.55, 1988 NU Form U5S,
File No. 30-246)
4.2.19.1 Letter of Credit (Pollution Control Bonds,
1988 Series) dated October 27, 1988. (Exhibit
4.2.17.1, 1995 NU Form 10-K, File No. 1-5324)
4.2.19.2 Reimbursement and Security Agreement
(Pollution Control Bonds, 1988 Series) dated
as of October 1, 1988. (Exhibit 4.2.17.2, 1995
NU Form 10-K, File No. 1-5324)
4.2.20 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds) dated as of December 1, 1989.
(Exhibit C.1.39, 1989 NU Form U5S, File No. 30-246)
4.2.21 Loan and Trust Agreement among Business Finance
Authority of the State of New Hampshire, CL&P and the
Trustee (Pollution Control Bonds, 1992 Series A) dated
as of December 1, 1992.(Exhibit C.2.33, 1992 NU Form
U5S, File No. 30-246)
4.2.21.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds, 1992 Series A) dated
as of December 1, 1992. (Exhibit 4.2.19.1, 1995
NU Form 10-K, File No. 1-5324)
4.2.22 Loan Agreement between Connecticut Development Authority
and CL&P (Pollution Control Bonds - Series A, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit
4.2.21, 1993 NU Form 10-K, File No. 1-5324)
4.2.22.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series A, Tax Exempt
Refunding) dated as of September 1, 1993.
(Exhibit 4.2.23, 1993 NU Form 10-K, File No.
1-5324)
4.2.23 Loan Agreement between Connecticut Development Authority
and CL&P (Pollution Control Bonds - Series B, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit
4.2.22, 1993 NU Form 10-K, File No. 1-5324)
4.2.23.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series B, Tax Exempt
Refunding) dated as of September 1, 1993.
(Exhibit 4.2.24, 1993 NU Form 10-K, File No.
1-5324)
4.2.24 Amended and Restated Loan Agreement between Connecticut
Development Authority and CL&P (Pollution Control
Revenue Bond - 1996A Series) dated as of May 1, 1996
and Amended and Restated as of January 1, 1997.
(Exhibit 4.2.24, 1996 NU Form 10-K, File No. 1-5324)
4.2.24.1 Amended and Restated Indenture of Trust
between Connecticut Development Authority and
the Trustee (CL&P Pollution Control Revenue
Bond-1996A Series), dated as of May 1, 1996 and
Amended and Restated as of January 1, 1997.
(Exhibit 4.2.24.1, 1996 NU Form 10-K, File No.
1-5324)
4.2.24.2 Standby Bond Purchase Agreement among CL&P,
Societe Generale, New York Branch and the
Trustee, dated January 23, 1997. (Exhibit
4.2.24.2, 1996 NU Form 10-K, File No. 1-5324)
# 4.2.24.3 Amendment No. 1, dated January 21, 1998, to
the Standby Bond Purchase Agreement, dated
January 23, 1997.
4.2.24.4 AMBAC Municipal Bond Insurance Policy issued
by the Connecticut Development Authority (CL&P
Pollution Control Revenue Bond-1996A Series),
effective January 23, 1997. (Exhibit 4.2.24.3,
1996 NU Form 10-K, File No. 1-5324)
4.2.25 Amended and Restated Limited Partnership Agreement (CL&P
Capital, L.P.) among CL&P, NUSCO, and the persons who
became limited partners of CL&P Capital, L.P. in
accordance with the provisions thereof dated as of
January 23, 1995 (MIPS). (Exhibit A.1 (Execution Copy),
File No. 70-8451)
4.2.26 Indenture between CL&P and Bankers Trust Company,
Trustee (Series A Subordinated Debentures), dated as of
January 1, 1995 (MIPS). (Exhibit B.1 (Execution Copy),
File No. 70-8451)
4.2.27 Payment and Guaranty Agreement of CL&P dated as of
January 23, 1995 (MIPS). (Exhibit B.3 (Execution Copy),
File No. 70-8451)
4.3 Public Service Company of New Hampshire
4.3.1 First Mortgage Indenture dated as of August 15, 1978
between PSNH and First Fidelity Bank, National
Association, New Jersey, Trustee, (Composite including
all amendments to May 16, 1991). (Exhibit 4.4.1, 1992
NU Form 10-K, File No. 1-5324)
4.3.1.1 Tenth Supplemental Indenture dated as of May 1,
1991 between PSNH and First Fidelity Bank,
National Association. (Exhibit 4.1, PSNH
Current Report on Form 8-K dated February 10,
1992, File No. 1-6392).
4.3.2 Revolving Credit Agreement, dated as of May 1, 1991
(includes a collateral mortgage). (Exhibit 4.12, PSNH
Current Report on Form 8-K, File No. 1-6392)
4.3.2.1 Amended and Restated Revolving Credit
Agreement, dated as of April 1, 1996
(includes amendment to collateral
mortgage). (Exhibit 4.3.2, 1996 NU Form 10-K,
File No. 1-5324)
4.3.3 Series A (Tax Exempt New Issue) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.2, PSNH
Current Report on Form 8-K dated February 10, 1992, File
No. 1-6392)
4.3.4 Series B (Tax Exempt Refunding) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.3, PSNH
Current Report on Form 8-K dated February 10, 1992, File
No. 1-6392)
4.3.5 Series C (Tax Exempt Refunding) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.4, PSNH
Current Report on Form 8-K dated February 10, 1992, File
No. 1-6392)
4.3.6 Series D (Taxable New Issue) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.5, PSNH
Current Report on Form 8-K dated February 10, 1992, File
No. 1-6392)
4.3.6.1 First Supplement to Series D (Tax Exempt
Refunding Issue) PCRB Loan and Trust Agreement
dated as of December 1, 1992. (Exhibit
4.4.5.1, 1992 NU Form 10-K, File No. 1-5324)
4.3.6.2 Second Series D (May 1, 1991 Taxable New Issue
and December 1, 1992 Tax Exempt Refunding
Issue) PCRB Letter of Credit and Reimbursement
Agreement dated as of May 1, 1995 (Exhibit B.4,
Execution Copy, File No. 70-8036)
4.3.7 Series E (Taxable New Issue) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.6, PSNH
Current Report on Form 8-K dated February 10, 1992, File
No. 1-6392)
4.3.7.1 First Supplement to Series E (Tax Exempt
Refunding Issue) PCRB Loan and Trust Agreement
dated as of December 1, 1993. (Exhibit 4.3.8.1,
1993 NU Form 10-K, File No. 1-5324)
4.3.7.2 Second Series E (May 1, 1991 Taxable New Issue
and December 1, 1993 Tax Exempt Refunding
Issue) PCRB Letter of Credit and Reimbursement
Agreement dated as of May 1, 1995. (Exhibit
B.5, (Execution Copy), File No. 70-8036)
4.4 Western Massachusetts Electric Company
4.4.1 First Mortgage Indenture and Deed of Trust between WMECO
and Old Colony Trust Company, Trustee, dated as of
August 1, 1954. (Exhibit 4.4.1, 1993 NU Form 10-K, File
No. 1-5324)
Supplemental Indentures thereto dated as of:
4.4.2 October 1, 1954.(Exhibit 4.2, File No. 33-51185)
** 4.4.3 March 1, 1967.
4.4.4 July 1, 1973. (Exhibit 2.10. File No. 2-68808)
4.4.5 December 1, 1992. (Exhibit 4.15, File No. 33-55772)
4.4.6 January 1, 1993. (Exhibit 4.5.13, 1992 NU Form 10-K,
File No. 1-5324)
4.4.7 March 1, 1994. (Exhibit 4.4.11, 1993 NU Form 10-K, File
No. 1-5324)
4.4.8 March 1, 1994. (Exhibit 4.4.12, 1993 NU Form 10-K, File
No. 1-5324)
4.4.9 May 1, 1997. (Exhibit 4.11, File No. 33-51185)
** 4.4.10 July 1, 1997.
4.4.11 Loan Agreement between Connecticut Development
Authority and WMECO, (Pollution Control Bonds -
Series A, Tax Exempt Refunding) dated as of
September 1, 1993. (Exhibit 4.4.13, 1993 NU Form
10-K, File No. 1-5324)
4.4.11.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series A, Tax Exempt
Refunding) dated as of September 1, 1993.
(Exhibit 4.4.14, 1993 NU Form 10-K, File No.
1-5324)
4.5 North Atlantic Energy Corporation
4.5.1 First Mortgage Indenture and Deed of Trust between NAEC
and United States Trust Company of New York, Trustee,
dated as of June 1, 1992. (Exhibit 4.6.1, 1992 NU Form
10-K, File No. 1-5324)
4.5.2 Term Credit Agreement dated as of November 9, 1995.
(Exhibit 4.5.2, 1995 NU Form 10-K, File No. 1-5324)
10 Material Contracts
10.1 Stockholder Agreement dated as of July 1, 1964 among the
stockholders of Connecticut Yankee Atomic Power Company (CYAPC).
(Exhibit 10.1, 1994 NU Form 10-K, File No. 1-5324)
10.2 Form of Power Contract dated as of July 1, 1964 between CYAPC
and each of CL&P, HELCO, PSNH and WMECO. (Exhibit 10.2, 1994
NU Form 10-K, File No. 1-5324)
10.2.1 Form of Additional Power Contract dated as of April 30,
1984, between CYAPC and each of CL&P, PSNH and WMECO.
(Exhibit 10.2.1, 1994 NU Form 10-K, File No. 1-5324)
10.2.2 Form of 1987 Supplementary Power Contract dated as of
April 1, 1987, between CYAPC and each of CL&P, PSNH and
WMECO. (Exhibit 10.2.6, 1987 NU Form 10-K, File No.
1-5324)
10.3 Capital Funds Agreement dated as of September 1, 1964 between
CYAPC and CL&P, HELCO, PSNH and WMECO. (Exhibit 10.3, 1994 NU
Form 10-K, File No. 1-5324)
10.4 Stockholder Agreement dated December 10, 1958 between Yankee
Atomic Electric Company (YAEC) and CL&P, HELCO, PSNH and WMECO.
(Exhibit 10.4, 1993 NU Form 10-K, File No. 1-5324)
10.5 Form of Amendment No. 3, dated as of April 1, 1985, to Power
Contract between YAEC and each of CL&P, PSNH and WMECO,
including a composite restatement of original Power Contract
dated June 30, 1959 and Amendment No. 1 dated April 1, 1975 and
Amendment No. 2 dated October 1, 1980. (Exhibit 10.5, 1988 NU
Form 10-K, File No. 1-5324.)
10.5.1 Form of Amendment No. 4 to Power Contract, dated May 6,
1988, between YAEC and each of CL&P, PSNH and WMECO.
(Exhibit 10.5.1, 1989 NU Form 10-K, File No. 1-5324)
10.5.2 Form of Amendment No. 5 to Power Contract, dated June
26, 1989, between YAEC and each of CL&P, PSNH and WMECO.
(Exhibit 10.5.2, 1989 NU Form 10-K, File No. 1-5324)
10.5.3 Form of Amendment No. 6 to Power Contract, dated July
1,1989, between YAEC and each of CL&P, PSNH and WMECO.
(Exhibit 10.5.3, 1989 NU Form 10-K, File No. 1-5324)
10.5.4 Form of Amendment No. 7 to Power Contract, dated
February 1, 1992, between YAEC and each of CL&P, PSNH
and WMECO. (Exhibit 10.5.4, 1993 NU Form 10-K, File No.
1-5324)
10.6 Stockholder Agreement dated as of May 20, 1968 among
stockholders of MYAPC.
10.7 Form of Power Contract dated as of May 20, 1968 between MYAPC
and each of CL&P, HELCO, PSNH and WMECO.
10.7.1 Form of Amendment No. 1 to Power Contract dated as of
March 1, 1983 between MYAPC and each of CL&P, PSNH and
WMECO. (Exhibit 10.7.1, 1993 NU Form 10-K, File No.
1-5324)
10.7.2 Form of Amendment No. 2 to Power Contract dated as of
January 1, 1984 between MYAPC and each of CL&P, PSNH and
WMECO. (Exhibit 10.7.2, 1993 NU Form 10-K, File No.
1-5324)
10.7.3 Form of Amendment No. 3 to Power Contract dated as of
October 1, 1984 between MYAPC and each of CL&P, PSNH and
WMECO. (Exhibit No. 10.7.3, 1994 NU Form 10-K, File No.
1-5324)
10.7.4 Form of Additional Power Contract dated as of February
1, 1984 between MYAPC and each of CL&P, PSNH and WMECO.
(Exhibit 10.7.4, 1993 NU Form 10-K, File No. 1-5324)
10.8 Capital Funds Agreement dated as of May 20, 1968 between MYAPC
and CL&P, PSNH, HELCO and WMECO.
10.8.1 Amendment No. 1 to Capital Funds Agreement, dated as of
August 1, 1985, between MYAPC, CL&P, PSNH and WMECO.
(Exhibit No. 10.8.1, 1994 NU Form 10-K, File No. 1-5324)
10.9 Sponsor Agreement dated as of August 1, 1968 among the
sponsors of Vermont Yankee Nuclear Power Corporation
(VYNPC).
10.10 Form of Power Contract dated as of February 1, 1968 between
VYNPC and each of CL&P, HELCO, PSNH and WMECO.
10.10.1 Form of Amendment to Power Contract dated as of June 1,
1972 between VYNPC and each of CL&P, HELCO, PSNH and
WMECO. (Exhibit 5.22, File No. 2-47038)
10.10.2 Form of Second Amendment to Power Contract dated as of
April 15, 1983 between VYNPC and each of CL&P, PSNH
and WMECO. (Exhibit 10.10.2, 1993 NU Form 10-K, File
No. 1-5324)
10.10.3 Form of Third Amendment to Power Contract dated as of
April 24, 1985 between VYNPC and each of CL&P, PSNH
and WMECO. (Exhibit No. 10.10.3, 1994 NU Form 10-K,
File No. 1-5324)
10.10.4 Form of Fourth Amendment to Power Contract dated as of
June 1, 1985 between VYNPC and each of CL&P, PSNH and
WMECO. (Exhibit No. 10.10.4, 1996 NU Form 10-K, File
No. 1-5324)
10.10.5 Form of Fifth Amendment to Power Contract dated as of
May 6, 1988 between VYNPC and each of CL&P, PSNH and
WMECO. (Exhibit 10.10.5, 1990 NU Form 10-K, File No.
1-5324)
10.10.6 Form of Sixth Amendment to Power Contract dated as of
May 6, 1988 between VYNPC and each of CL&P, PSNH and
WMECO. (Exhibit 10.10.6, 1990 NU Form 10-K, File No.
1-5324)
10.10.7 Form of Seventh Amendment to Power Contract dated as
of June 15, 1989 between VYNPC and each of CL&P, PSNH
and WMECO. (Exhibit 10.10.7, 1990 NU Form 10-K, File
No. 1-5324)
10.10.8 Form of Eighth Amendment to Power Contract dated as of
December 1, 1989 between VYNPC and each of CL&P, PSNH
and WMECO. (Exhibit 10.10.8, 1990 NU Form 10-K, File
No. 1-5324)
10.10.9 Form of Additional Power Contract dated as of February
1, 1984 between VYNPC and each of CL&P, PSNH and WMECO.
(Exhibit 10.10.9, 1993 NU Form 10-K, File No. 1-5324)
#@**10.11 Capital Funds Agreement dated as of February 1, 1968 between
VYNPC and CL&P, HELCO, PSNH and WMECO.
#@**10.11.1 Form of First Amendment to Capital Funds Agreement
dated as of March 12, 1968 between VYNPC and CL&P,
HELCO, PSNH and WMECO.
10.11.2 Form of Second Amendment to Capital Funds Agreement
dated as of September 1, 1993 between VYNPC and CL&P,
HELCO, PSNH and WMECO. (Exhibit 10.11.2, 1993 NU Form
10-K, File No. 1-5324)
10.12 Amended and Restated Millstone Plant Agreement dated as of
December 1, 1984 by and among CL&P, WMECO and Northeast Nuclear
Energy Company (NNECO). (Exhibit 10.12, 1994 NU Form 10-K,
File No. 1-5324)
10.13 Sharing Agreement dated as of September 1, 1973 with respect to
1979 Connecticut nuclear generating unit (Millstone 3). (Exhibit
6.43, File No. 2-50142)
10.13.1 Amendment dated August 1, 1974 to Sharing Agreement -
1979 Connecticut Nuclear Unit. (Exhibit 5.45, File No.
2-52392)
10.13.2 Amendment dated December 15, 1975 to Sharing Agreement
- 1979 Connecticut Nuclear Unit. (Exhibit 7.47, File
No. 2-60806)
10.13.3 Amendment dated April 1, 1986 to Sharing Agreement -
1979 Connecticut Nuclear Unit. (Exhibit 10.17.3, 1990
NU Form 10-K, File No. 1-5324)
10.14 Agreement dated July 19, 1990, among NAESCO and Seabrook Joint
owners with respect to operation of Seabrook. (Exhibit 10.53,
1990 NU Form 10-K, File No. 1-5324)
10.15 Sharing Agreement between CL&P, WMECO, HP&E, HWP and PSNH dated
as of June 1, 1992. (Exhibit 10.17, 1992 NU Form 10-K, File
No. 1-5324)
10.16 Rate Agreement by and between NUSCO, on behalf of NU, and the
Governor of the State of New Hampshire and the New Hampshire
Attorney General dated as of November 22, 1989. (Exhibit 10.44,
1989 NU Form 10-K, File No. 1-5324)
10.16.1 First Amendment to Rate Agreement dated as of December
5, 1989. (Exhibit 10.16.1, 1995 NU Form 10-K, File No.
1-5324)
10.16.2 Second Amendment to Rate Agreement dated as of December
12, 1989. (Exhibit 10.16.2, 1995 NU Form 10-K, File No.
1-5324)
10.16.3 Third Amendment to Rate Agreement dated as of December
3, 1993. (Exhibit 10.16.3, 1995 NU Form 10-K, File No.
1-5324)
10.16.4 Fourth Amendment to Rate Agreement dated as of
September 21, 1994. (Exhibit 10.16.4, 1995 NU Form
10-K, File No. 1-5324)
10.16.5 Fifth Amendment to Rate Agreement dated as of September
9, 1994. (Exhibit 10.16.5, 1995 NU Form 10-K, File No.
1-5324)
10.17 Form of Seabrook Power Contract between PSNH and NAEC, as
amended and restated. (Exhibit 10.45, NU 1992 Form 10-K, File
No. 1-5324)
10.18 Agreement (composite) for joint ownership, construction and
operation of New Hampshire nuclear unit, as amended through the
November 1, 1990 twenty-third amendment. (Exhibit No. 10.17,
1994 NU Form 10-K, File No. 1-5324)
10.18.1 Memorandum of Understanding dated November 7, 1988
between PSNH and Massachusetts Municipal Wholesale
Electric Company (Exhibit 10.17, PSNH 1989 Form 10-K,
File No. 1-6392)
10.18.2 Agreement of Settlement among Joint Owners dated as of
January 13, 1989. (Exhibit 10.13.21, 1988 NU Form
10-K, File No. 1-5324)
10.18.2.1 Supplement to Settlement Agreement, dated
as of February 7, 1989, between PSNH and
Central Maine Power Company. (Exhibit
10.18.1, PSNH 1989 Form 10-K, File No.
1-6392)
10.19 Amended and Restated Agreement for Seabrook Project Disbursing
Agent dated as of November 1, 1990. (Exhibit 10.4.7, File No.
33-35312)
10.19.1 Form of First Amendment to Exhibit 10.19. (Exhibit
10.4.8, File No. 33-35312)
10.19.2 Form (Composite) of Second Amendment to Exhibit 10.19.
(Exhibit 10.18.2, 1993 NU Form 10-K, File No. 1-5324)
10.20 Agreement dated November 1, 1974 for Joint Ownership,
Construction and Operation of William F. Wyman Unit No. 4 among
PSNH, Central Maine Power Company and other utilities. (Exhibit
5.16 , File No. 2-52900)
10.20.1 Amendment to Exhibit 10.20 dated June 30, 1975.
(Exhibit 5.48, File No. 2-55458)
10.20.2 Amendment to Exhibit 10.20 dated as of August 16, 1976.
(Exhibit 5.19, File No. 2-58251)
10.20.3 Amendment to Exhibit 10.20 dated as of December 31,
1978. (Exhibit 5.10.3, File No. 2-64294)
10.21 Form of Service Contract dated as of July 1, 1966 between each
of NU, CL&P and WMECO and the Service Company. (Exhibit 10.20,
1993 NU Form 10-K, File No. 1-5324)
10.21.1 Service Contract dated as of June 5, 1992 between PSNH
and the Service Company. (Exhibit 10.12.4, 1992 NU
Form 10-K, File No. 1-5324)
10.21.2 Service Contract dated as of June 5, 1992 between NAEC
and the Service Company. (Exhibit 10.12.5, 1992 NU
Form 10-K, File No. 1-5324)
10.21.3 Form of Service Agreement dated as of June 29, 1992
between PSNH and North Atlantic Energy Service
Corporation, and the First Amendment thereto.
(Exhibits B.7 and B.7.1, File No. 70-7787)
10.21.4 Form of Annual Renewal of Service Contract. (Exhibit
10.20.3, 1993 NU Form 10-K, File No. 1-5324)
10.22 Memorandum of Understanding between CL&P, HELCO, HP&E, HWP and
WMECO dated as of June 1, 1970 with respect to pooling of
generation and transmission. (Exhibit 13.32, File No. 2-38177)
10.22.1 Amendment to Memorandum of Understanding between CL&P,
HELCO, HP&E, HWP and WMECO dated as of February 2,
1982 with respect to pooling of generation and
transmission. (Exhibit 10.21.1, 1993 NU Form 10-K,
File No. 1-5324)
10.22.2 Amendment to Memorandum of Understanding between CL&P,
HELCO, HP&E, HWP and WMECO dated as of January 1, 1984
with generation and transmission. (Exhibit 10.21.2,
1994 NU Form 10-K, File No. 1-5324)
10.23 New England Power Pool Agreement effective as of November 1,
1971, as amended to December 1, 1996. (Exhibit 10.15, 1988 NU
Form 10-K, File No. 1-5324.)
10.23.1 Twenty-sixth Amendment to Exhibit 10.23 dated as of
March 15, 1989. (Exhibit 10.15.1, 1990 NU Form 10-K,
File No. 1-5324)
10.23.2 Twenty-seventh Amendment to Exhibit 10.23 dated as of
October 1, 1990. (Exhibit 10.15.2, 1991 NU Form 10-K,
File No. 1-5324)
10.23.3 Twenty-eighth Amendment to Exhibit 10.23 dated as of
September 15, 1992. (Exhibit 10.18.3, 1992 NU Form
10-K, File No. 1-5324)
10.23.4 Twenty-ninth Amendment to Exhibit 10.23 dated as of
May 1, 1993. (Exhibit 10.22.4, 1993 NU Form 10-K,
File No. 1-5324)
10.23.5 Thirty-second Amendment (Amendments 30 and 31 were
withdrawn) to Exhibit 10.23 dated as of September 1,
1995. (Exhibit 10.23.5, 1995 NU Form 10-K, File No.
1-5324)
10.23.6 Thirty-third Amendment to Exhibit 10.23 dated as of
December 31, 1996 and Form of Interim Independent
System Operator (ISO) Agreement. (Exhibit 10.23.6,
1996 NU Form 10-K, File No. 1-5324)
10.24 Agreements among New England Utilities with respect to the
Hydro-Quebec interconnection projects. (See Exhibits 10(u)
and 10(v); 10(w), 10(x), and 10(y), 1990 and 1988, respectively,
Form 10-K of New England Electric System, File No. 1-3446.)
10.25 Trust Agreement dated February 11, 1992, between State Street
Bank and Trust Company of Connecticut, as Trustor, and Bankers
Trust Company, as Trustee, and CL&P and WMECO, with respect to
NBFT. (Exhibit 10.23, 1991 NU Form 10-K, File No. 1-5324)
10.25.1 Nuclear Fuel Lease Agreement dated as of February 11,
1992, between Bankers Trust Company, Trustee, as
Lessor, and CL&P and WMECO, as Lessees. (Exhibit
10.23.1, 1991 NU Form 10-K, File No. 1-5324)
10.26 Simulator Financing Lease Agreement, dated as of February 1,
1985, by and between ComPlan and NNECO. (Exhibit 10.25, 1994
NU Form 10-K, File No. 1-5324)
10.27 Simulator Financing Lease Agreement, dated as of May 2, 1985,
by and between The Prudential Insurance Company of America and
NNECO. (Exhibit No. 10.26, 1994 NU Form 10-K, File No. 1-5324)
10.28 Lease dated as of April 14, 1992 between The Rocky River Realty
Company (RRR) and Northeast Utilities Service Company (NUSCO)
with respect to the Berlin, Connecticut headquarters (office
lease). (Exhibit 10.29, 1992 NU Form 10-K, File No. 1-5324)
10.28.1 Lease dated as of April 14, 1992 between RRR and NUSCO
with respect to the Berlin, Connecticut headquarters
(project lease). (Exhibit 10.29.1, 1992 NU Form 10-K,
File No. 1-5324)
10.29 Millstone Technical Building Note Agreement dated as of
December 21, 1993 between, by and between The Prudential
Insurance Company of America and NNECO. (Exhibit 10.28,
1993 NU Form 10-K, File No. 1-5324)
10.30 Lease and Agreement, dated as of December 15, 1988, by and
between WMECO and Bank of New England, N.A., with BNE Realty
Leasing Corporation of North Carolina. (Exhibit 10.63, 1988
NU Form 10-K, File No. 1-5324.)
10.31 Note Agreement dated April 14, 1992, by and between The Rocky
River Realty Company (RRR) and Purchasers named therein
(Connecticut General Life Insurance Company, Life Insurance
Company of North America, INA Life Insurance Company of New
York, Life Insurance Company of Georgia), with respect to RRR's
sale of $15 million of guaranteed senior secured notes due 2007
and $28 million of guaranteed senior secured notes due 2017.
(Exhibit 10.52, 1992 NU Form 10-K, File No. 1-5324)
* 10.31.1 Amendment to Note Agreement, dated September 26, 1997.
10.31.2 Note Guaranty dated April 14, 1992 by Northeast
Utilities pursuant to Note Agreement dated April 14,
1992 between RRR and Note Purchasers, for the benefit
of The Connecticut National Bank as Trustee, the
Purchasers and the owners of the notes. (Exhibit
10.52.1, 1992 NU Form 10-K, File No. 1-5324)
* 10.31.2.1 Extension of Note Guaranty, dated September
26, 1997.
10.31.3 Assignment of Leases, Rents and Profits, Security
Agreement and Negative Pledge, dated as of April 14,
1992 among RRR, NUSCO and The Connecticut National
Bank as Trustee, securing notes sold by RRR pursuant
to April 14, 1992 Note Agreement. (Exhibit 10.52.2,
1992 NU Form 10-K, File No. 1-5324)
* 10.31.3.1 Modification of and Confirmation of
Assignment of Leases, Rents and Profits,
Security Agreement and Negative Pledge,
dated as of September 26, 1997.
* 10.31.4 Purchase and Sale Agreement, dated July 28, 1997 by
and between RRR and the Sellers and Purchasers named
therein.
* 10.31.5 Purchase and Sale Agreement, dated September 26, 1997
by and between RRR and the Purchaser named therein.
10.32 Master Trust Agreement dated as of September 2, 1986 between
CL&P and WMECO and Colonial Bank as Trustee, with respect to
reserve funds for Millstone 1 decommissioning costs. (Exhibit
No. 10.32, 1996 NU Form 10-K, File No. 1-5324)
10.32.1 Notice of Appointment of Mellon Bank, N.A. as Successor
Trustee, dated November 20, 1990, and Acceptance of
Appointment. (Exhibit 10.41.1, 1992 NU Form 10-K,
File No. 1-5324)
10.33 Master Trust Agreement dated as of September 2, 1986 between
CL&P and WMECO and Colonial Bank as Trustee, with respect to
reserve funds for Millstone 2 decommissioning costs. (Exhibit
No. 10.33, 1996 NU Form 10-K, File No. 1-5324)
10.33.1 Notice of Appointment of Mellon Bank, N.A. as Successor
Trustee, dated November 20, 1990, and Acceptance of
Appointment. (Exhibit 10.42.1, 1992 NU Form 10-K, File
No. 1-5324)
10.34 Master Trust Agreement dated as of April 23, 1986 between CL&P
and WMECO and Colonial Bank as Trustee, with respect to reserve
funds for Millstone 3 decommissioning costs. (Exhibit No. 10.34,
1996 NU Form 10-K, File No. 1-5324)
10.34.1 Notice of Appointment of Mellon Bank, N.A. as Successor
Trustee, dated November 20, 1990, and Acceptance of
Appointment. (Exhibit 10.43.1, 1992 NU Form 10-K, File
No. 1-5324)
10.35 NU Executive Incentive Plan, effective as of January 1, 1991.
(Exhibit 10.44, NU 1991 Form 10-K, File No. 1-5324)
10.36 Supplemental Executive Retirement Plan for Officers of NU System
Companies, Amended and Restated effective as of January 1, 1992.
(Exhibit 10.45.1, NU Form 10-Q for the Quarter Ended June 30,
1992, File No. 1-5324)
10.36.1 Amendment 1 to Exhibit 10.36, effective as of August 1,
1993. (Exhibit 10.35.1, 1993 NU Form 10-K, File No.
1-5324)
10.36.2 Amendment 2 to Exhibit 10.36, effective as of
January 1, 1994. (Exhibit 10.35.2, 1993 NU Form 10-K,
File No. 1-5324)
10.36.3 Amendment 3 to Exhibit 10.36, effective as of January
1, 1996. (Exhibit 10.36.3, 1995 NU Form 10-K, File No.
1-5324)
10.37 Special Severance Program for Officers of NU System Companies,
as adopted on June 9, 1997. (Exhibit No. 10.33, File No.
333-30911)
10.38 Loan Agreement dated as of December 2, 1991, by and between NU
and Mellon Bank, N.A., as Trustee, with respect to NU's loan of
$175 million to an ESOP Trust. (Exhibit 10.46, NU 1991 Form
10-K, File No. 1-5324)
10.38.1 First Amendment to Exhibit 10.37 dated February 7,
1992. (Exhibit 10.36.1, 1993 NU Form 10-K, File No.
1-5324)
10.38.2 Loan Agreement dated as of March 19, 1992 by and
between NU and Mellon Bank, N.A., as Trustee, with
respect to NU's loan of $75 million to the ESOP Trust.
(Exhibit 10.49.1, 1992 NU Form 10-K, File No. 1-5324)
10.38.3 Second Amendment to Exhibit 10.37 dated April 9, 1992.
(Exhibit 10.36.3, 1993 NU Form 10-K, File No. 1-5324)
* 10.39 Employment Agreement with Michael G. Morris.
10.40 Transition and Retirement Agreement with Bernard M. Fox.
(Exhibit 10.39, 1996 NU Form 10-K, File No. 1-5324)
10.41 Employment Agreement with Bruce M. Kenyon. (Exhibit 10.40,
1996 NU Form 10-K, File No. 1-5324)
10.42 Employment Agreement with John H. Forsgren. (Exhibit 10.41,
1996 NU Form 10-K, File No. 1-5324)
10.43 Employment Agreement with Hugh C. MacKenzie. (Exhibit 10.42,
1996 NU Form 10-K, File No. 1-5324)
* 10.44 Employment Agreement with Robert P. Wax.
10.45 Northeast Utilities Deferred Compensation Plan for Trustees,
Amended and Restated December 13, 1994. (Exhibit 10.39, 1995 NU
Form 10-K, File No. 1-5324)
10.46 Deferred Compensation Plan for Officers of Northeast Utilities
System Companies adopted September 23, 1986. (Exhibit 10.40,
1995 NU Form 10-K, File No. 1-5324)
10.47 Northeast Utilities Deferred Compensation Plan for Executives,
adopted January 13, 1998. (Exhibit A.5, File No. 70-09185)
10.48 Reciprocal Support Agreement Among NNECO, NAESCO, CYAPC, YAEC
and NUSCO dated January 1, 1996. (Exhibit 10.41, 1995 NU Form
10K, File No. 1-5324)
# 10.49 Receivables Purchase and Sale Agreement (CL&P and CL&P
Receivables Corporation), dated as of September 30, 1997.
# 10.49.1 Purchase and Contribution Agreement (CL&P and CL&P
Receivables Corporation), dated as of September 30,
1997.
** 10.50 Receivables Purchase Agreement (WMECO and WMECO Receivables
Corporation), dated as of May 22, 1997.
** 10.50.1 Purchase and Sale Agreement (WMECO and WMECO
Receivables Corporation), dated as of May 22, 1997.
10.51 Master Lease Agreement between General Electric Capital
Corporation and CL&P, dated as of June 21, 1996. (Exhibit
10.50, 1996 NU Form 10-K, File No. 1-5324)
# 10.51.1 Amendment No. 1 to Master Lease Agreement, dated as of
August 29, 1997.
13 Annual Report to Security Holders (Each of the Annual Reports is
filed only with the Form 10-K/A of that respective registrant.)
& 13.1 Amended Annual Report to Shareholders of NU.
& 13.2 Amended Annual Report of CL&P.
& 13.3 Amended Annual Report of WMECO.
& 13.4 Amended Annual Report of PSNH.
*21 Subsidiaries of the Registrant.
27 Amended Financial Data Schedules (Each Financial Data Schedule is
filed only with the Form 10-K/A of that respective registrant.)
& 27.1 Amended Financial Data Schedule of NU.
& 27.2 Amended Financial Data Schedule of CL&P.
& 27.3 Amended Financial Data Schedule of WMECO.
& 27.4 Amended Financial Data Schedule of PSNH.