1998 Annual Report Western Massachusetts Electric Company and Subsidiary Index Contents Page Consolidated Balance Sheets..................................... 2-3 Consolidated Statements of Income............................... 4 Consolidated Statements of Comprehensive Income................. 4 Consolidated Statements of Cash Flows........................... 5 Consolidated Statements of Common Stockholder's Equity.......... 6 Notes to Consolidated Financial Statements...................... 7 Report of Independent Public Accountants........................ 36 Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 37 Selected Financial Data......................................... 45 Statements of Quarterly Financial Data (Unaudited).............. 45 Statistics (Unaudited).......................................... 46 Preferred Stockholder and Bondholder Information................ Back Cover PART I. FINANCIAL INFORMATION WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS - --------------------------------------------------------------------------------------- AT DECEMBER 31, 1998 1997 - --------------------------------------------------------------------------------------- (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric................................................ $ 1,221,257 $ 1,284,288 Less: Accumulated provision for depreciation......... 517,401 559,119 ------------- ------------ 703,856 725,169 Construction work in progress........................... 14,858 19,038 Nuclear fuel, net....................................... 19,931 30,907 ------------- ------------ Total net utility plant............................. 738,645 775,114 ------------- ------------ Other Property and Investments: Nuclear decommissioning trusts, at market............... 125,598 102,708 Investments in regional nuclear generating companies, at equity................................... 15,440 15,741 Other, at cost.......................................... 7,322 4,900 ------------- ------------ 148,360 123,349 ------------- ------------ Current Assets: Cash.................................................... 106 105 Investments in securitizable assets..................... 21,865 25,280 Receivables, less accumulated provision for uncollectible accounts of $50,000 in 1998 and 1997.... 862 2,739 Accounts receivable from affiliated companies........... 4,188 3,933 Taxes receivable........................................ 14,255 10,768 Fuel, materials and supplies, at average cost........... 5,053 5,860 Recoverable energy costs, net--current portion.......... 1,924 - Prepayments and other................................... 23,996 14,945 ------------- ------------ 72,249 63,630 ------------- ------------ Deferred Charges: Regulatory assets (Note 1G)............................. 322,435 211,377 Unamortized debt expense................................ 2,298 2,695 Other................................................... 3,695 2,963 ------------- ------------ 328,428 217,035 ------------- ------------ Total Assets........................................ $ 1,287,682 $ 1,179,128 ============= ============ See accompanying notes to consolidated financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS - --------------------------------------------------------------------------------------- AT DECEMBER 31, 1998 1997 - --------------------------------------------------------------------------------------- (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock--$25 par value. Authorized and outstanding 1,072,471 shares............ $ 26,812 $ 26,812 Capital surplus, paid in................................ 151,431 151,171 Retained earnings....................................... 46,003 58,608 Accumulated other comprehensive income.................. 150 - ------------- ------------ Total common stockholder's equity.............. 224,396 236,591 Preferred stock not subject to mandatory redemption..... 20,000 20,000 Preferred stock subject to mandatory redemption......... 18,000 19,500 Long-term debt.......................................... 349,314 386,849 ------------- ------------ Total capitalization........................... 611,710 662,940 ------------- ------------ Obligations Under Capital Leases.......................... 12,129 217 ------------- ------------ Current Liabilities: Notes payable to banks.................................. 20,000 15,000 Notes payable to affiliated companies................... 30,900 14,350 Long-term debt and preferred stock--current portion................................................ 41,500 11,300 Obligations under capital leases--current portion................................................ 21,964 32,670 Accounts payable........................................ 17,952 30,571 Accounts payable to affiliated companies................ 12,866 21,209 Accrued taxes........................................... 1,264 522 Accrued interest........................................ 8,030 3,318 Other................................................... 6,831 2,446 ------------- ------------ 161,307 131,386 ------------- ------------ Deferred Credits: Accumulated deferred income taxes....................... 248,985 246,453 Accumulated deferred investment tax credits............. 21,895 23,364 Decommissioning obligation--Millstone 1 (Note 2)........ 131,500 - Deferred contractual obligations........................ 74,534 93,628 Other................................................... 25,622 21,140 ------------- ------------ 502,536 384,585 ------------- ------------ Commitments and Contingencies (Note 11) Total Capitalization and Liabilities........... $ 1,287,682 $ 1,179,128 ============= ============ See accompanying notes to consolidated financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME - -------------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1998 1997 1996 - -------------------------------------------------------------------------------- (Thousands of Dollars) Operating Revenues............................. $ 393,322 $426,447 $421,337 ---------- --------- --------- Operating Expenses: Operation -- Fuel, purchased and net interchange power. 113,148 140,976 115,691 Other..................................... 134,916 153,399 136,897 Maintenance.................................. 56,622 81,466 56,201 Depreciation................................. 40,901 39,753 39,710 Amortization of regulatory assets............ 6,016 6,428 9,170 Federal and state income taxes............... 2,109 (15,142) 10,628 Taxes other than income taxes................ 19,756 19,316 19,850 ---------- --------- --------- Total operating expenses............... 373,468 426,196 388,147 ---------- --------- --------- Operating Income............................... 19,854 251 33,190 ---------- --------- --------- Other Income: Equity in earnings of regional nuclear generating companies....................... 1,699 1,524 1,800 Other, net................................... (1,905) (1,106) 1,153 Income taxes................................. 2,198 1,026 1,068 ---------- --------- --------- Other income, net...................... 1,992 1,444 4,021 ---------- --------- --------- Income before interest charges......... 21,846 1,695 37,211 ---------- --------- --------- Interest Charges: Interest on long-term debt................... 28,027 26,046 24,094 Other interest............................... 3,398 3,109 2,028 ---------- --------- --------- Interest charges, net.................. 31,425 29,155 26,122 ---------- --------- --------- Net (Loss)/Income.............................. $ (9,579) $(27,460) $ 11,089 ========== ========= ========= CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Net (Loss)/Income.............................. $ (9,579) $(27,460) $ 11,089 ---------- --------- --------- Other comprehensive income, net of tax: Unrealized gains on securities................. 183 - - Minimum pension liability adjustments.......... (33) - - ---------- --------- --------- Other comprehensive income, net of tax...... 150 - - ---------- --------- --------- Comprehensive (Loss)/Income.................... $ (9,429) $(27,460) $ 11,089 ========== ========= ========= See accompanying notes to consolidated financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------------------------- For the Years Ended December 31, 1998 1997 1996 - -------------------------------------------------------------------------------------------------- (Thousands of Dollars) Operating Activities: Net (Loss)/Income........................................... $ (9,579) $ (27,460) $ 11,089 Adjustments to reconcile to net cash from operating activities: Depreciation.............................................. 40,901 39,753 39,710 Deferred income taxes and investment tax credits, net..... 7,405 (1,256) 1,194 Amortization of regulatory assets - income taxes.......... 2,657 5,452 2,917 Amortization of other regulatory assets................... 3,359 976 6,253 Other sources of cash..................................... 14,395 22,011 7,749 Other uses of cash........................................ (11,809) (21,215) (10,270) Changes in working capital: Receivables and accrued utility revenues.................. 1,622 29,415 (1,853) Fuel, materials and supplies.............................. 807 (543) (203) Accounts payable.......................................... (20,962) 4,826 20,875 Sale of receivables and accrued utility revenues, net..... - 20,000 - Investment in securitizable assets........................ 3,415 (25,280) - Accrued taxes............................................. 742 (2,137) (805) Other working capital (excludes cash)..................... (3,441) (16,882) (8,144) ----------- ----------- ----------- Net cash flows from operating activities...................... 29,512 27,660 68,512 ----------- ----------- ----------- Financing Activities: Issuance of long-term debt.................................. - 60,000 - Net increase/(decrease) in short-term debt.................. 21,550 (18,050) 23,350 Reacquisitions and retirements of long-term debt............ (9,800) (14,700) - Reacquisitions and retirements of preferred stock........... (1,500) - (36,500) Cash dividends on preferred stock........................... (3,026) (3,140) (5,305) Cash dividends on common stock.............................. - (15,004) (16,494) ----------- ----------- ----------- Net cash flows from/(used for) financing activities........... 7,224 9,106 (34,949) ----------- ----------- ----------- Investment Activities: Investment in plant: Electric utility plant.................................... (19,895) (26,249) (23,468) Nuclear fuel.............................................. (1,801) (8) 541 ----------- ----------- ----------- Net cash flows used for investments in plant............ (21,696) (26,257) (22,927) Investment in nuclear decommissioning trusts................ (12,918) (9,645) (9,794) Other investment activities, net............................ (2,121) (826) (977) ----------- ----------- ----------- Net cash flows used for investments........................... (36,735) (36,728) (33,698) ----------- ----------- ----------- Net Increase/(Decrease) In Cash For The Period................ 1 38 (135) Cash - beginning of period.................................... 105 67 202 ----------- ----------- ----------- Cash - end of period.......................................... $ 106 $ 105 $ 67 =========== =========== =========== Supplemental Cash Flow Information: Cash paid/(refunded) during the year for: Interest, net of amounts capitalized........................ $ 22,902 $ 28,711 $ 21,725 =========== =========== =========== Income taxes................................................ $ (2,624) $ (1,121) $ 7,816 =========== =========== =========== Increase in obligations: Niantic Bay Fuel Trust...................................... $ 962 $ 660 $ 669 =========== =========== =========== See accompanying notes to consolidated financial statements. WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY - -------------------------------------------------------------------------------------------------------- Accumulated Capital Retained Other Common Surplus, Earnings Comprehensive Stock Paid In (a) Income Total - -------------------------------------------------------------------------------------------------------- (Thousands of Dollars) Balance at January 1, 1996............... $26,812 $150,182 $115,296 $ - $292,290 Net income for 1996.................. 11,089 11,089 Cash dividends on preferred stock.............................. (5,305) (5,305) Cash dividends on common stock....... (16,494) (16,494) Loss on the retirement of preferred stock.............................. (374) (374) Capital stock expenses, net.......... 729 729 -------- --------- --------- ------------- --------- Balance at December 31, 1996............. 26,812 150,911 104,212 - 281,935 Net income for 1997.................. (27,460) (27,460) Cash dividends on preferred stock.............................. (3,140) (3,140) Cash dividends on common stock....... (15,004) (15,004) Capital stock expenses, net.......... 260 260 -------- --------- --------- ------------- --------- Balance at December 31, 1997............. 26,812 151,171 58,608 - 236,591 Net loss for 1998.................... (9,579) (9,579) Cash dividends on preferred stock.............................. (3,026) (3,026) Capital stock expenses, net.......... 260 260 Other comprehensive income........... 150 150 -------- --------- --------- ------------- --------- Balance at December 31, 1998............. $26,812 $151,431 $ 46,003 $ 150 $224,396 ======== ========= ========= ============= ========= (a) The company has dividend restrictions imposed by its long-term debt agreements. At December 31, 1998, these restrictions totaled approximately $33.8 million. See accompanying notes to consolidated financial statements. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. About Western Massachusetts Electric Company Western Massachusetts Electric Company and Subsidiary (WMECO or the company), The Connecticut Light and Power Company (CL&P), Holyoke Water Power Company (HWP), Public Service Company of New Hampshire (PSNH) and North Atlantic Energy Corporation (NAEC) are the operating subsidiaries comprising the Northeast Utilities system (the NU system) and are wholly owned by Northeast Utilities (NU). The NU system furnishes franchised retail electric service in Connecticut, New Hampshire and western Massachusetts through CL&P, PSNH and WMECO. NAEC sells all of its entitlement to the capacity and output of the Seabrook nuclear power plant (Seabrook) to PSNH under two life-of-unit, full cost recovery contracts. HWP is engaged in the production and distribution of electric power. The NU system also furnishes firm and other wholesale electric services to various municipalities and other utilities, and participates in limited retail access programs, providing off-system retail electric service. The NU system serves in excess of 30 percent of New England's electric needs and is one of the 24 largest electric utility systems in the country as measured by revenues. NU is registered with the Securities and Exchange Commission (SEC) as a holding company under the Public Utility Holding Company Act of 1935 (1935 Act). NU and its subsidiaries, including WMECO, are subject to the provisions of the 1935 Act. Arrangements among the NU system companies, outside agencies and other utilities covering inter- connections, interchange of electric power and sales of utility property are subject to regulation by the Federal Energy Regulatory Commission (FERC) and/or the SEC. WMECO is subject to further regulation for rates, accounting, and other matters by the FERC and/or the applicable state regulatory commissions. Several wholly owned subsidiaries of NU provide support services for the NU system companies and, in some cases, for other New England utilities. Northeast Utilities Service Company (NUSCO) provides centralized accounting, administrative, information resources, engineering, financial, legal, operational, planning, purchasing and other services to the NU system companies. Northeast Nuclear Energy Company (NNECO) acts as agent for the NU system companies and other New England utilities in operating the Millstone nuclear generating facilities. In addition, CL&P and WMECO each have established a special purpose subsidiary whose business consists of the purchase and resale of receivables. During the first quarter of 1999, NU established three new subsidiaries: NU Enterprises, Inc., Northeast Generation Company and Northeast Generation Services Company. Directly or through multiple subsidiaries, these entities will engage in a variety of energy- related activities, including the acquisition and management of non- nuclear generating plants. B. Presentation The consolidated financial statements of WMECO include the accounts of its wholly owned subsidiary. Significant intercompany transactions have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain reclassifications of prior years' data have been made to conform with the current year's presentation. All transactions among affiliated companies are on a recovery of cost basis which may include amounts representing a return on equity and are subject to approval by various federal and state regulatory agencies. C. New Accounting Standards The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 132, "Employers' Disclosures About Pensions and Other Postretirement Benefits," in 1998. SFAS 132 revises employers' disclosures about pension and other postretirement benefit plans but it does not change the measurement or recognition of those plans. See Note 9, "Pension Benefits and Postretirement Benefits Other Than Pensions," for further information on WMECO's pension and postretirement benefits disclosures. During June 1997, the FASB issued SFAS 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS 131 determines the standards for reporting and disclosing qualitative and quantitative information about a company's operating segments. More specifically, it requires financial information to be disclosed for segments whose operating results are received by the chief operating officer for decisions on resource allocation. It also requires related disclosures about products and services, geographic areas and major customers. WMECO currently evaluates management performance using a cost-based budget, and the information required by SFAS 131 is not available. As a result of the changes WMECO and the industry are undergoing, the company will implement business segment reporting in 1999. This reporting will provide management with revenue and expense information at the business segment level. Management has identified significant segments to include transmission, distribution, generation-related and energy marketing. D. Investments and Jointly Owned Electric Utility Plant Regional Nuclear Generating Companies: WMECO owns common stock of four regional nuclear generating companies (Yankee companies) which are accounted for on the equity basis due to WMECO's ability to exercise significant influence over their operating and financial policies. WMECO's equity investments and ownership interests in the Yankee companies at December 31, 1998 are: (Thousands of Dollars, except for percentages) Connecticut Yankee Atomic Power Company (CYAPC).................. $ 9,974 9.5% Yankee Atomic Electric Company (YAEC)......................... 1,395 7.0 Maine Yankee Atomic Power Company (MYAPC)........................ 2,629 3.0 Vermont Yankee Nuclear Power Corporation (VYNPC).............. 1,442 2.5 $15,440 Each Yankee company owns a single nuclear generating unit. YAEC's, CYAPC's and MYAPC's nuclear power plants were shut down permanently on February 26, 1992, December 4, 1996, and August 6, 1997, respectively. For additional information on the Yankee companies, see Note 2, "Nuclear Decommissioning and Plant Closure Costs." Millstone: WMECO has 19 percent joint-ownership interest in Millstone 1, a 660-megawatt (MW) nuclear generating unit and Millstone 2, a 870-MW nuclear generating unit. WMECO has a 12.24 percent joint-ownership interest in Millstone 3, a 1,154-MW nuclear generating unit. During the third quarter of 1998, management decided to retire Millstone 1 and prepare for final decommissioning. For further information on the Millstone 1 closure, see Note 2, "Nuclear Decommissioning and Plant Closure Costs," and Management's Discussion and Analysis (MD&A). For further information on Millstone 2 and 3, see Note 2, "Nuclear Decommissioning and Plant Closure Costs," Note 11C, "Commitments and Contingencies - Nuclear Performance," and the MD&A. Plant-in-service and the accumulated provision for depreciation for WMECO's share of the three Millstone units are as follows: At December 31, (Millions of Dollars) 1998 1997 Plant-in-service Millstone 1...................................... $ - $ 91.0 Millstone 2...................................... 177.5 162.4 Millstone 3...................................... 379.2 378.7 Accumulated provision for depreciation Millstone 1...................................... $ - $ 40.1 Millstone 2...................................... 70.4 57.6 Millstone 3...................................... 121.1 110.1 WMECO's share of Millstone expenses are included in operating expenses on the accompanying Consolidated Statements of Income. E. Depreciation The provision for depreciation is calculated using the straight-line method based on estimated remaining lives of depreciable utility plant-in-service, adjusted for salvage value and removal costs, as approved by the appropriate regulatory agency. Except for major facilities, depreciation rates are applied to the average plant-in-service during the period. Major facilities are depreciated from the time they are placed in service. When plant is retired from service, the original cost of plant, including costs of removal, less salvage, is charged to the accumulated provision for depreciation. The costs of closure and removal of non-nuclear facilities are accrued over the life of the plant as a component of depreciation. The depreciation rates for the several classes of electric plant-in-service are equivalent to a composite rate of 2.9 percent in 998 and 3.2 percent in 1997 and 1996. See Note 2, "Nuclear Decommissioning and Plant Closure Costs," for information on nuclear plant decommissioning. At December 31, 1998 and 1997, the accumulated provision for depreciation included approximately $3.2 million accrued for the cost of removal, net of salvage, for non-nuclear generation property. WMECO is currently in the process of selling its non-nuclear generation. See 11A, "Commitment and Contingencies - Restructuring" for further information. F. Revenues Other than revenues under fixed-rate agreements negotiated with certain wholesale, commercial and industrial customers and limited retail access programs, utility revenues are based on authorized rates applied to each customer's use of electricity. In general, rates can be changed only through a formal proceeding before the appropriate regulatory commission. Regulatory commissions also have authority over the terms and conditions of nontraditional rate making arrangements. At the end of each accounting period, WMECO accrues an estimate for the amount of energy delivered but unbilled. G. Regulatory Accounting and Assets The accounting policies of WMECO and the accompanying consolidated financial statements conform to generally accepted accounting principles applicable to rate-regulated enterprises and reflect the effects of the ratemaking process in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Assuming a cost-of-service based regulatory structure, regulators may permit incurred costs, normally treated as expenses, to be deferred and recovered through future revenues. Through their actions, regulators also may reduce or eliminate the value of an asset, or create a liability. If WMECO was no longer subject to the provisions of SFAS 71, the company would be required to write-off all of its related regulatory assets and liabilities unless there is a formal transition plan which provides for the recovery, through established rates, for the collection of these costs through a portion of the business which would remain regulated on a cost of service basis. At the time of transition, WMECO would also be required to determine any impairment to the carrying costs of deregulated plant and inventory assets. Electric utility industry restructuring in Massachusetts was effective March 1, 1998, however, management continues to believe the application of SFAS 71 remains appropriate at this time. Once WMECO's restructuring plan has been formally approved by the Massachusetts Department of Telecommunications and Energy (DTE) and management can determine the impacts of restructuring, WMECO's generation business will no longer be rate regulated on a cost-of- service basis. The majority of WMECO's regulatory assets are generation-related. Management expects that WMECO's transmission and distribution business will continue to be rate-regulated on a cost- of-service basis and the restructuring plan will allow for the recovery of regulatory assets through this portion of the business. For further information on WMECO's regulatory environment and the potential impacts of restructuring, see Note 11A, "Commitments and Contingencies-Restructuring," and the MD&A. Based on a current evaluation of the various factors and conditions that are expected to impact future cost recovery, management continues to believe it is probable that WMECO will recover its investments in long-lived assets, including regulatory assets. The components of WMECO's regulatory assets are as follows: At December 31, 1998 1997 (Thousands of Dollars) Income taxes, net (Note 1H)............ $57,079 $ 63,716 Unrecovered contractual obligations (Note 1J)............................ 74,534 93,628 Recoverable energy costs (Note 1I)..... 18,980 26,270 Millstone 1 (Note 1K).................. 133,653 - Standard service offer deferral (Note 1L)............................ 13,271 - Other.................................. 24,918 27,763 $322,435 $211,377 H. Income Taxes The tax effect of temporary differences (differences between the periods in which transactions affect income in the financial statements and the periods in which they affect the determination of taxable income) is accounted for in accordance with the ratemaking treatment of the applicable regulatory commissions. See Note 7, "Income Tax Expense" for the components of income tax expense. The tax effect of temporary differences, including timing differences accrued under previously approved accounting standards, that give rise to the accumulated deferred tax obligation is as follows: At December 31, 1998 1997 (Thousands of Dollars) Accelerated depreciation and other plant-related differences........ $228,059 $223,038 Regulatory assets - income tax gross up 29,286 30,175 Other.................................. (8,360) (6,760) $248,985 $246,453 I. Recoverable Energy Costs Under the Energy Policy Act of 1992 (Energy Act), WMECO is assessed for its proportionate share of the costs of decontaminating and decommissioning uranium enrichment plants owned by the United States Department of Energy (D&D assessment). The Energy Act requires that regulators treat D&D assessments as a reasonable and necessary current cost of fuel, to be fully recovered in rates like any other fuel cost. WMECO is currently recovering these costs through rates. As of December 31, 1998, WMECO's total D&D deferrals were approximately $10.5 million. Prior to March 1, 1998, WMECO had in place a comprehensive fuel adjustment clause which allowed for the collection or refund of fuel price differences between the cost of fuel and the amounts collected. Management expects the deferred fuel balance will be collected as part of the restructuring proceeding. J. Unrecovered Contractual Obligations Under the terms of contracts with MYAPC, CYAPC and YAEC, the shareholder-sponsor companies, including WMECO, are responsible for their proportionate share of the remaining costs of the units, including decommissioning. As management expects that WMECO will be allowed to recover these costs from its customers, WMECO has recorded regulatory assets, with corresponding obligations, on its balance sheets. For further information, see Note 2, "Nuclear Decommissioning and Plant Closure Costs." K. Millstone 1 The Millstone 1 regulatory asset includes the recoverable portion of the undepreciated plant and related balances of approximately $60.8 million, and the regulatory asset associated with the decommissioning and closure obligation of $72.8 million. See Note 2, "Nuclear Decommissioning and Plant Closure Costs," for further information. L. Standard Service Offer Deferral For the period March 1, 1998 through December 31, 1998, WMECO has recorded a standard service offer deferral regulatory asset representing a portion of the costs of providing energy in excess of the standard offer rate as allowed by the restructuring legislation. Management expects WMECO will be allowed to recover these costs under the restructuring plan. 2. NUCLEAR DECOMMISSIONING AND PLANT CLOSURE COSTS Millstone 2 and 3: WMECO's operating nuclear power plants have service lives that are expected to end during the years 2015 through 2025. Upon retirement, these units must be decommissioned. Current decommissioning studies conclude that complete and immediate dismantlement at retirement continues to be the most viable and economic method of decommissioning the units. Decommissioning studies are reviewed and updated periodically to reflect changes in decommissioning requirements, costs, technology and inflation. The estimated cost of decommissioning WMECO's ownership share of Millstone 2 and 3, in year-end 1998 dollars, is $75.5 million and $68.5 million, respectively. Millstone 2 and 3 decommissioning costs will be increased annually by their respective escalation rates. Nuclear decommissioning costs are accrued over the expected service lives of the units and are included in depreciation expense on the Consolidated Statements of Income. Nuclear decommissioning costs for these units amounted to $3.7 million in 1998, 1997 and 1996, respectively. Nuclear decommissioning, as a cost of removal, is included in the accumulated provision for depreciation on the Consolidated Balance Sheets. At December 31, 1998 and 1997, the decommissioning balance in the accumulated provision for depreciation amounted to $35.5 million and $31.9 million, respectively. WMECO has established external decommissioning trusts for its portion of the costs of decommissioning Millstone 2 and 3. Funding of the estimated decommissioning costs for these units assumes levelized collections and after-tax earnings on the decommissioning funds of approximately 5.5 percent. As of December 31, 1998, WMECO has collected a total of $35.5 million through rates toward the future decommissioning costs of its share of Millstone 2 and 3, all of which has been transferred to the external decommissioning trusts. Earnings on the decommissioning trusts increase the decommissioning trust balance and the accumulated reserve for depreciation. Unrealized gains and losses associated with the decommissioning trusts also impact the balance of the trust and the accumulated reserve for depreciation. The fair value of the amounts in the external decommissioning trusts was $66.9 million at December 31, 1998. Changes in requirements or technology, the timing of funding or dismantling, or adoption of a decommissioning method other than immediate dismantlement would change decommissioning cost estimates and the amounts required to be recovered. WMECO attempts to recover sufficient amounts through its allowed rates to cover its expected decommissioning costs. Only the portion of currently estimated total decommissioning costs that has been accepted by regulatory agencies is reflected in the rates of WMECO. Based on present estimates and assuming its nuclear units operate to the end of their respective license periods, WMECO expects that the decommissioning trusts will be substantially funded when the units are retired from service. Millstone 1: WMECO's share of the total estimated decommissioning costs for Millstone 1, which have been updated to reflect the early shutdown of the unit, are approximately $131.5 million as of December 31, 1998. The company has recorded the decommissioning and closure obligation as a liability. Nuclear decommissioning costs for Millstone 1 were $2.5 million in 1998, 1997 and 1996, respectively. WMECO will seek recovery of unrecovered Millstone 1 balances of approximately $60.8 million and decommissioning related costs of approximately $63.3 million as part of its restructuring regulatory proceedings. Based upon the restructuring law in Massachusetts, management believes it is probable that WMECO will be allowed the recovery of these costs and has recorded a regulatory asset. WMECO uses external trusts to fund its estimated Millstone 1 decommissioning costs. As of December 31, 1998, WMECO had collected a total of $30.3 million through rates toward the future decommissioning costs of its share of Millstone 1, all of which has been transferred to external decommissioning trusts. At December 31, 1998, the fair market value of the balance in the external trusts was approximately $58.7 million. Yankee Companies: VYNPC owns and operates a nuclear generating unit with a service life that is expected to end in 2012. WMECO's ownership share of estimated costs, in year-end 1998 dollars, of decommissioning this unit is $13.2 million. At December 31, 1998, the remaining estimated obligation, including decommissioning, for the Yankee company nuclear generating facilities which have been shut down were: Total WMECO's (Thousands of Dollars) Obligation Share Maine Yankee............................. $715,065 $21,452 Connecticut Yankee....................... $498,557 $47,363 Yankee Atomic............................ $ 81,699 $ 5,719 For further information on the Yankee companies, see Note 11B, "Commitments and Contingencies - Rate Matters." For information on proposed changes to the accounting for decommissioning, see the MD&A. 3. SHORT-TERM DEBT Limits: The amount of short-term borrowings that may be incurred by WMECO is subject to periodic approval by either the SEC under the 1935 Act or by the DTE. SEC authorization allowed WMECO, as of January 1, 1999, to incur short-term borrowings up to a maximum of $150 million. In addition, the charter of WMECO contains a preferred stock provision restricting the amount of unsecured debt that the company may incur. As of December 31, 1998, this charter permits WMECO to incur an additional $96 million of unsecured debt. Credit Agreements: NU, CL&P and WMECO are parties to a $313.75 million revolving credit agreement (Credit Agreement). Under the Credit Agreement amended on September 11, 1998, CL&P and WMECO are able to borrow, subject to the availability of first mortgage bond collateral, up to $313.75 million and $150 million, respectively. At December 31, 1998, CL&P and WMECO have issued first mortgage bonds to enable borrowings under this facility up to a maximum of $225 million and $80 million, respectively. NU, which cannot issue first mortgage bonds, would be able to borrow up to $50 million if NU consolidated, CL&P and WMECO each meet certain interest coverage tests for two consecutive quarters. This requirement for NU has not been met. In addition, CL&P and WMECO each must meet certain minimum quarterly financial ratios to access the Credit Agreement. CL&P is currently in the process of obtaining a waiver of the equity financial ratio requirement for the quarter ended December 31, 1998. WMECO satisfied these requirements for the quarter ending December 31, 1998. In connection with obtaining the waiver for the equity test, NU's participation in the Credit Agreement will be terminated. The overall limit for all of the NU system companies under the entire Credit Agreement is $313.75 million. The NU system companies are obligated to pay a facility fee of .50 percent per annum of each bank's total commitment under the Credit Agreement which will expire in November 1999. At December 31, 1998 and 1997, there were $30 million and $50 million, respectively, in borrowings under this Credit Agreement. Of these borrowings, $20 million was borrowed by WMECO in 1998 and $15 million was borrowed by WMECO in 1997. Under the credit facility discussed above, WMECO may borrow funds on a short-term revolving basis under its agreement, using either fixed-rate loans or standby loans. Fixed rates are set using competitive bidding. Standby loans are based upon several alternative variable rates. The weighted average annual interest rate on WMECO's notes payable to banks outstanding on December 31, 1998 and 1997 was 6.53 percent and 6.95 percent, respectively. Money Pool: Certain subsidiaries of NU, including WMECO, are members of the Northeast Utilities System Money Pool (Pool). The Pool provides a more efficient use of the cash resources of the NU system, and reduces outside short-term borrowings. NUSCO administers the Pool as agent for the member companies. Short-term borrowing needs of the member companies are first met with available funds of other member companies, including funds borrowed by NU parent. NU parent may lend to the Pool but may not borrow. Funds may be withdrawn from or repaid to the Pool at any time without prior notice. Investing and borrowing subsidiaries receive or pay interest based on the average daily Federal Funds rate. Borrowings based on loans from NU parent, however, bear interest at NU parent's cost and must be repaid based upon the terms of NU parent's original borrowing. At December 31, 1998 and 1997, WMECO had $30.9 million and $14.4 million, respectively, of borrowings outstanding from the Pool. The interest rate on borrowings from the Pool at December 31, 1998 and 1997, was 5.8 percent each year. Maturities of short-term debt obligations were for periods of three months or less. For further information on WMECO's short-term debt, see the MD&A. 4. PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION Details of preferred stock not subject to mandatory redemptions are: December 31, Shares 1998 Outstanding Redemption December 31, December 31, Description Price 1998 1998 1997 1996 (Thousands of Dollars) 7.72% Series B of 1971....... $103.51 200,000 $20,000 $20,000 $20,000 All or any part of the outstanding preferred stock may be redeemed by the company at any time at established redemption prices plus accrued dividends to the date of redemption. 5. PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION Details of preferred stock subject to mandatory redemption are: December 31, Shares 1998 Outstanding Redemption December 31, December 31, Description Price* 1998 1998 1997 1996 (Thousands of Dollars) 7.60% Series of 1987....... $25.51 780,000 $19,500 $21,000 $21,000 Less preferred stock to be redeemed within one year, net of reacquired stock......... 60,000 1,500 1,500 - Total........... $18,000 $19,500 $21,000 *Redemption price reduces in future years. The minimum sinking-fund provisions of the 1987 Series subject to mandatory redemption at December 31, 1998, for the years 1999 through 2003 is $1.5 million per year. In case of default on sinking-fund payments, no payments may be made on any junior stock by way of dividends or otherwise (other than in shares of junior stock) so long as the default continues. If the company is in arrears in the payment of dividends on any outstanding shares of preferred stock, the company would be prohibited from redemption or purchase of less than all of the preferred stock outstanding. All or part of the 7.60% Series of 1987 may be redeemed by the company at any time at an established redemption price plus accrued dividends to the date of redemption subject to certain refunding limitations. 6. LONG-TERM DEBT Details of long-term debt outstanding are: December 31, 1998 1997 (Thousands of Dollars) First mortgage bonds: 6 3/4% Series G, due 1998.................. $ - $ 9,800 6 1/4% Series X, due 1999.................. 40,000 40,000 6 7/8% Series W, due 2000.................. 60,000 60,000 7 3/8% Series B, due 2001.................. 60,000 60,000 7 3/4% Series V, due 2002.................. 85,000 85,000 7 3/4% Series Y, due 2024.................. 50,000 50,000 Total 295,000 304,800 Pollution control notes: Tax Exempt 1993 A Series, 5.85% due 2028... 53,800 53,800 Fees and interest due for spent fuel disposal costs (Note 11E)............. 41,355 39,045 Less: Amounts due within one year.......... 40,000 9,800 Unamortized premium and discount, net....... (841) (996) Long-term debt, net......................... $349,314 $386,849 On October 1, 1998, the variable interest rate on WMECO's $53.8 million principal amount PCRB, 1993 A Series, due September 1, 2028, was fixed at a rate of 5.85 percent per annum. Long-term debt maturities and cash sinking-fund requirements on debt outstanding at December 31, 1998 for the years 1999 through 2002 are approximately $40 million, $60 million, $60 million, and $85 million, respectively. There are no long-term debt maturities or cash sinking- fund requirements for 2003. In addition, there are annual one-percent sinking- and improvement-fund requirements, currently amounting to $1.5 million for 1999 and 2000, $900 thousand for 2001 and 2002 and no requirement for 2003. Such sinking- and improvement-fund requirements may be satisfied by the deposit of cash or bonds by certification of property additions. All or any part of each outstanding series of first mortgage bonds may be redeemed by WMECO at any time at established redemption prices plus accrued interest to the date of redemption, except certain series which are subject to certain refunding limitations during their respective initial five-year redemption periods. Essentially all of WMECO's utility plant is subject to the lien of its first mortgage bond indenture. As of December 31, 1998 and 1997, WMECO has secured $53.8 million of pollution control notes with second mortgage liens on Millstone 1, junior to the liens of its first mortgage bond indenture. The average effective interest rate on the variable-rate pollution control notes was 3.2 percent for 1998 and 3.5 percent for 1997. 7. INCOME TAX EXPENSE The components of the federal and state income tax provisions were charged as follows: For the Years Ended December 31, 1998 1997 1996 (Thousands of Dollars) Current income taxes: Federal............................ $(7,412) $(14,277) $7,007 State.............................. (82) (635) 1,358 Total current.................... (7,494) (14,912) 8,365 Deferred income taxes, net: Federal............................ 6,535 3 2,054 State.............................. 2,339 210 609 Total deferred................... 8,874 213 2,663 Investment tax credits, net.......... (1,469) (1,469) (1,468) Total income tax (credit)/ expense............................ $ (89) $(16,168) $9,560 The components of total income tax expense are classified as follows: Income taxes charged to operating expenses................. $ 2,109 $(15,142) $10,628 Other income taxes................... (2,198) (1,026) (1,068) Total income tax (credit)/ expense............................ $ (89) $(16,168) $ 9,560 Deferred income taxes are comprised of the tax effects of temporary differences as follows: For the Years Ended December 31, 1998 1997 1996 (Thousands of Dollars) Depreciation, leased nuclear fuel, settlement credits, and disposal costs................. $ 5,808 $ 1,407 $ 32 Energy adjustment clause............. 3,389 3,115 4,102 Demand side management............... (1,192) 321 1,557 Nuclear plant deferrals.............. (897) (3,431) (2,258) Pension.............................. 950 999 (57) Bond redemptions..................... (500) (535) (502) Other................................ 1,316 (1,663) (211) Deferred income taxes, net........... $ 8,874 $ 213 $ 2,663 A reconciliation between income tax expense and the expected tax expense at the applicable statutory rate is as follows: For the Years Ended December 31, 1998 1997 1996 (Thousands of Dollars) Expected federal income tax at 35 percent of pretax income for..... $(3,384) $(15,270) $7,076 Tax effect of differences: Depreciation........................ 1,765 630 1,499 Amortization of regulatory assets... 938 1,916 1,029 Investment tax credit amortization.. (1,469) (1,469) (1,468) Nondeductible penalties............. 599 (19) 89 State income taxes, net of federal benefit................... 1,052 (225) 1,279 Adjustment for prior years' taxes... 692 (967) - Dividends received reduction........ (666) (408) (378) Other, net.......................... 384 (356) 434 Total income tax (credit)/expense..... $ (89) $(16,168) $9,560 8. LEASES WMECO finances its share of the nuclear fuel for Millstone 2 and Millstone 3 under the Niantic Bay Fuel Trust (NBFT) capital lease agreement. This lease agreement has an expiration date of June 1, 2040. On June 5, 1998, the NBFT issued $180 million Series G intermediate term notes (ITNs) through a private placement offering. The five-year notes mature on June 5, 2003 and will bear interest at a rate of 8.59 percent per annum, payable semiannually. At December 31, 1998, WMECO's capital lease obligation to the NBFT was approximately $33.9 million. The permanent shutdown of Millstone 1 in July 1998 afforded the NBFT ITN holders the right to seek repurchase of a pro rata share of their notes based upon the stipulated loss value of Millstone 1 fuel compared to the stipulated loss value of all fuel then under the NBFT. This amount was approximately $80 million. The shutdown also obligates WMECO to pay such amount to the NBFT under the NBFT lease whether or not any ITN holders request repurchase. WMECO is seeking consents from the ITN holders to amend this lease provision so that they will not be obligated to make this payment, but instead will issue an additional $80 million of collateral first mortgage bonds in mid-1999. WMECO makes quarterly lease payments for the cost of nuclear fuel consumed in the reactors based on a units-of-production method at rates which reflect estimated kilowatt-hours of energy provided plus financing costs associated with the fuel in the reactors. Upon permanent discharge from the reactors, ownership of the nuclear fuel transfers to WMECO. WMECO's current portion of the NBFT lease obligation at December 31, 1998 was approximately $21.9 million, including approximately $15.2 million reclassified to current as a result of the shutdown of Millstone 1. Future minimum lease payments under the nuclear fuel capital lease for the remaining portion of the obligation cannot be reasonably estimated on an annual basis due to variations in the usage of nuclear fuel. WMECO also has entered into nonfuel lease agreements, some of which may be capital leases, for the use of data processing and office equipment, vehicles, nuclear control room simulators and office space. The provisions of these lease agreements generally provide for renewal options. Future minimum lease payments for nonfuel capital leases as of December 31, 1998, were approximately $36 thousand each year for 1999 through 2003. Future minimum rental payments, excluding executory costs such as property taxes, state use taxes, insurance and maintenance under long-term noncancelable operating leases, as of December 31, 1998, are: Year (Thousands of Dollars) 1999......................... $ 3,902 2000......................... 3,594 2001......................... 3,217 2002......................... 2,785 2003......................... 2,233 After 2003................... 15,460 $31,191 The following rental payments have been charged to expense: Year Capital Leases Operating Leases 1998......................... $4,137,000 $5,790,000 1997......................... 1,820,000 5,968,000 1996......................... 3,598,000 6,410,000 Interest included in capital lease rental payments was $2,796,000 in 1998, $1,820,000 in 1997, and $1,858,000 in 1996. 9. PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The NU system subsidiaries participate in a uniform non-contributory defined benefit retirement plan covering all regular NU system employees. Benefits are based on years of service and the employees' highest eligible compensation during 60 consecutive months of employment. WMECO's direct portion of the NU system's pension credit, part of which was credited to utility plant, approximated $7.4 million in 1998, $5.7 million in 1997, and $2.0 million in 1996. Currently, WMECO funds annually an amount at least equal to that which will satisfy the requirements of the Employee Retirement Income Security Act and the Internal Revenue Code. Pension costs are determined using market-related values of pension assets. The NU system subsidiaries also provide certain health care benefits, primarily medical and dental, and life insurance benefits through a benefit plan to retired employees. These benefits are available for employees retiring from the company who have met specified service requirements. For current employees and certain retirees, the total benefit is limited to two times the 1993 per-retiree health care cost. These costs are charged to expense over the future estimated work life of the employee. WMECO is funding postretirement costs through external trusts. WMECO is funding, on an annual basis, amounts that have been rate-recovered and which are also tax deductible under the Internal Revenue Code. Pension and trust assets are invested primarily in domestic and international equity securities and bonds. The following table represents the plans' beginning benefit obligation balance reconciled to the ending benefit obligation balance, beginning fair value of plan assets balance reconciled to the ending fair value of plan assets balance and the respective funds' funded status reconciled to the Consolidated Balance Sheets: The components of net cost are: At December 31, Postretirement Pension Benefits Benefits 1998 1997 1998 1997 (Thousands of Dollars) Change in benefit obligation Benefit obligation at beginning of year............ $(109,536) $(107,816) $(27,826) $(30,091) Service cost.................. (2,192) (1,876) (460) (355) Interest Cost................. (7,914) (7,858) (2,074) (2,011) Transfers..................... (3,044) 820 - - Actuarial (loss)/gain......... (3,751) (1,224) (2,415) 2,028 Benefits paid................. 7,700 7,889 2,661 2,603 Curtailments and settlements.. - 529 - - Benefit obligation at end of year................. $(118,737) $(109,536) $(30,114) $(27,826) Change in plan assets Fair value of plan assets at beginning of year........... $181,028 $157,863 $ 12,838 $ 10,215 Actual return on plan assets. 25,229 31,874 1,588 2,058 Employer contribution......... - - 2,870 3,168 Benefits paid................. (7,700) (7,889) (2,661) (2,603) Transfers..................... 3,044 (820) - - Fair value of plan assets at end of year.............. $201,601 $181,028 $ 14,635 $ 12,838 Funded status at December 31................. $ 82,864 $ 71,492 $(15,479) $(14,988) Unrecognized transition amount...................... (1,492) (1,727) 22,977 24,618 Unrecognized prior service cost........................ 1,070 1,142 - - Unrecognized net gain......... (66,542) (62,370) (7,498) (9,630) Prepaid benefit cost.......... $15,900 $ 8,537 $ - $ - The following actuarial assumptions were used in calculating the plans' year-end funded status: At December 31, Postretirement Pension Benefits Benefits 1998 1997 1998 1997 Discount rate................. 7.00% 7.25% 7.00% 7.25% Compensation/ progression rate............ 4.25% 4.25% 4.25% 4.25% Health care cost trend rate (a).............. N/A N/A 5.22% 5.76% (a) The annual growth in per capita cost of covered health care benefits was assumed to decrease to 4.40 percent by 2001. The components of net periodic benefit cost are: For the Years Ended December 31, Pension Benefits Postretirement Benefits 1998 1997 1996 1998 1997 1996 (Thousands of Dollars) Service cost............$ 2,192 $ 1,876 $ 1,979 $ 460 $ 355 $ 490 Interest cost........... 7,914 7,858 7,786 2,074 2,011 2,236 Expected return on plan assets................ (14,754) (12,746) (11,216) (935) (736) (330) Amortization of unrecognized transition (asset)/obligation.... (235) (235) (235) 1,641 1,641 1,641 Amortization of prior service cost.......... 72 72 72 - - - Amortization of actuarial gain.................. (2,551) (2,022) (1,337) - - - Other amortization, net. - - - (370) (484) (200) Curtailments and settlements........... - (529) 953 - - - Net periodic benefit (credit)/cost.........$ (7,362) $ (5,726) $(1,998) $2,870 $2,787 $3,837 For calculating pension and postretirement benefit costs, the following assumptions were used: For the Years Ended December 31, Pension Benefits Postretirement Benefits 1998 1997 1996 1998 1997 1996 Discount rate.......... 7.25% 7.75% 7.50% 7.25% 7.75% 7.50% Expected long-term rate of return....... 9.50% 9.25% 8.75% N/A N/A N/A Compensation/ progression rate..... 4.25% 4.75% 4.75% 4.25% 4.75% 4.75% Long-term rate of return- Health assets net of tax........... N/A N/A N/A 7.75% 7.50% 5.25% Life assets............ N/A N/A N/A 9.50% 9.25% 8.75% Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The effect of changing the assumed health care cost trend rate by one percentage point in each year would have the following effects: One Percentage One Percentage (Thousands of Dollars) Point Increase Point Decrease Effect on total service and interest cost components.................. $ 130 $ (131) Effect on post- retirement benefit obligation.................. 1,740 (1,698) The trust holding the health plan assets is subject to federal income taxes at a 39.6 percent tax rate. 10. SALE OF CUSTOMER RECEIVABLES AND ACCRUED UTILITY REVENUES WMECO has entered into an agreement to sell up to $40 million of undivided ownership interests in eligible customer receivables and accrued utility revenues (receivables). WMECO has established a special purpose, wholly owned subsidiary, WMECO Receivables Corporation (WRC), whose business consists of the purchase and resale of receivables. For receivables sold, WMECO has retained collection responsibilities as agent for the purchaser under its agreement. As collections reduce previously sold receivables, new receivables may be sold. At December 31, 1998, approximately $20 million of receivables had been sold to a third-party purchaser by WMECO. All receivables sold to WRC are not available to pay WMECO's creditors. The receivables are sold to a third-party purchaser with limited recourse. The sales agreement provides for a formula-based loss reserve in which additional receivables may be assigned to the third-party purchaser for costs such as bad debt. The third-party purchaser absorbs the excess amount in the event that actual loss experience exceeds the loss reserve. At December 31, 1998 approximately $2.9 million was the formula-based amount of credit exposure and has been reserved as collateral by WRC. Historical losses for bad debt for WMECO have been substantially less. As a result of prior period downgrades on WMECO's first mortgage bonds, the current bond rating is at a level where the sponsor of WMECO's accounts receivable program could take various actions at its discretion, which would have the practical effect of limiting WMECO's ability to utilize the facility. To date, the sponsor has not notified WMECO that it will elect to exercise those rights and the program is functioning in its normal mode. Concentrations of credit risk to the purchaser under WMECO's agreement with respect to the receivables are limited due to WMECO's diverse customer base within its service territory. 11. COMMITMENTS AND CONTINGENCIES A. Restructuring Electric utility industry restructuring in Massachusetts became effective March 1, 1998. As required by the legislation enacted in November 1997, WMECO will continue to operate and maintain its transmission and local distribution network and deliver electricity to all customers. The restructuring legislation specifically provides for the cost recovery of generation-related assets. The legislation gives the DTE the authority to determine the amount of stranded costs that will be eligible for recovery by utilities. Costs which will qualify as stranded costs and be eligible for recovery include, but are not limited to, certain above-market costs associated with generating facilities, costs associated with long-term commitments to purchase power at above-market prices from small-power producers and nonutility generators (NUGs), and regulatory assets and associated liabilities related to the generation portion of WMECO's business. Effective March 1, 1998, WMECO's restructuring plan has been filed with the DTE and includes a 10 percent rate reduction, divestiture of generation assets, securitization of approximately $500 million of stranded costs and customer choice of supplier. The DTE has not approved WMECO's plan yet and rates are being charged under an interim order. A final decision is expected in mid-1999. On January 22, 1999, WMECO signed an agreement to sell 290-MW of fossil and hydroelectric generation assets to Consolidated Edison Energy, Inc. of New York for $47 million. The sale price is approximately 3.8 times greater than the assets' 1997 book value of $12.5 million. WMECO did not offer its 19 percent share of the Northfield Mountain pumped storage generating facility and associated hydroelectric facilities. WMECO's book value in Northfield Mountain was $13.0 million at December 31, 1998. This asset will be auctioned in conjunction with CL&P's fossil/hydro auction to take place before 2000. The net proceeds in excess of book value received from the actual divestiture of these units will be used to mitigate stranded costs. Based upon the legislation and regulatory proceedings to date, management continues to believe that the company will recover its prudently incurred costs, including regulatory assets and generation-related investments. However, a change in one or more of these factors could affect the recovery of stranded costs and may result in a loss to the company. B. Rate Matters 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. During January 1998, the FERC accepted the amendments and proposed rates, subject to a refund. On January 18, 1999, MYAPC filed with the FERC Administrative Law Judge (ALJ) an Offer of Settlement which if accepted by the FERC, will resolve all the issues in the FERC decommissioning rate case proceeding. The settlement provides, among other things, the following: (1) MYAPC will collect $33.6 million annually to pay for decommissioning and spent fuel; (2) its return on equity will be set at 6.5 percent; (3) MYAPC is permitted full recovery of all unamortized investment in MY, including fuel, and (4) an incentive budget for decommissioning is set at $436.3 million. During late December 1996, CYAPC filed an amendment to its power contracts clarifying the obligations of its purchasing utilities following the decision to cease power production. On February 27, 1997, the FERC accepted CYAPC's contract amendment. The new rates became effective March 1, 1997, subject to a refund. On August 31, 1998, the FERC ALJ released an initial decision regarding the December 1996 filing. The decision contained provisions which would allow for the recovery, through rates, of the balance of WMECO's net unamortized investment in CYAPC, which was approximately $10 million as of December 31, 1998. The decision also called for the disallowance of the recovery of a portion of the return on the CY investment. The ALJ's decision also stated that decommissioning collections should continue to be based on the previously approved estimate of $309.1 million (in 1992 dollars), with an inflation adjustment of 3.8 percent per year, until a new, more reliable estimate has been prepared and tested. During October 1998, CYAPC, CL&P, PSNH and WMECO filed briefs on exceptions to the ALJ decision. If the initial ALJ decision is upheld, CYAPC could be required to write-off a portion of the regulatory asset associated with the plant closing. If upheld, CYAPC's management has estimated the effect of the ALJ decision on CYAPC's earnings would be approximately $37.5 million of which WMECO's share would be approximately $3.6 million. WMECO's management cannot predict the ultimate outcome of the hearing at this time, however, management believes that the associated regulatory assets are probable of recovery. C. Nuclear Performance Millstone: The three Millstone units are managed by NNECO. All three units were placed on the NRC watch list on January 29, 1996. The units cannot be restarted without appropriate NRC approvals. Millstone 3 has received these approvals and resumed operation in July 1998. Restart efforts continue for Millstone 2 and it is expected to be ready to restart in the spring of 1999. WMECO's estimated replacement power costs are approximately $1 million per month while Millstone 2 remains out of service. In July 1998, CL&P and WMECO decided to retire Millstone 1 and prepare for final decommissioning. Litigation: Certain of the non-NU joint owners of Millstone 3 have filed demands for arbitration with CL&P and WMECO as well as lawsuits in Massachusetts Superior Court against NU and its current and former trustees related to the company's operation of Millstone 3. The arbitrations and lawsuits seek to recover compensatory damages in excess of $200 million, together with punitive damages, treble damages and attorneys' fees. Management cannot estimate the potential outcome of these suits but believes there is no legal basis for the claims and intends to defend against them vigorously. D. Environmental Matters The NU system is subject to regulation by federal, state and local authorities with respect to air and water quality, the handling and disposal of toxic substances and hazardous and solid wastes, and the handling and use of chemical products. The NU system has an active environmental auditing and training program and believes that it is in substantial compliance with current environmental laws and regulations. However, the NU system is subject to certain enforcement actions and governmental investigations in the environmental area. Management cannot predict the outcome of these enforcement acts and investigations. Environmental requirements could hinder the construction of new generating units, transmission and distribution lines, substations and other facilities. Changing environmental requirements could also require extensive and costly modifications to WMECO's existing generating units, and transmission and distribution systems, and could raise operating costs significantly. As a result, WMECO may incur significant additional environmental costs, greater than amounts included in cost of removal and other reserves, in connection with the generation and transmission of electricity and the storage, transportation and disposal of by-products and wastes. WMECO also may encounter significantly increased costs to remedy the environmental effects of prior waste handling activities. The cumulative long-term cost impact of increasingly stringent environmental requirements cannot be estimated accurately. WMECO has recorded a liability based upon currently available information for the estimated environmental remediation costs that it expects to incur. In most cases, additional future environmental cleanup costs are not reasonably estimable due to a number of factors, including the unknown magnitude of possible contamination, the appropriate remediation methods, the possible effects of future legislation or regulation and the possible effects of technological changes. At December 31, 1998, the liability recorded by WMECO for its estimated environmental remediation costs, not considering any possible recoveries from third parties, amounted to approximately $1.9 million, within a range of $1.9 million to $3.1 million. WMECO has received proceeds from several insurance carriers for the settlement with certain insurance companies of all past, present and future environmental matters. As a result of these settlements, WMECO will retain the risk loss, in part, for some environmental remediation costs. WMECO cannot estimate the potential liability for future claims, including environmental remediation costs, that may be brought against it. However, considering known facts, existing laws and regulatory practices, management does not believe the matters disclosed above will have a material effect on WMECO's financial position or future results of operations. E. Spent Nuclear Fuel Disposal Costs Under the Nuclear Waste Policy Act of 1982, WMECO must pay the United States Department of Energy (DOE) for the disposal of spent nuclear fuel and high-level radioactive waste. The DOE is responsible for the selection and development of repositories for, and the disposal of, spent nuclear fuel and high-level radioactive waste. Fees for nuclear fuel burned on or after April 7, 1983, are billed currently to customers and paid to the DOE on a quarterly basis. For nuclear fuel used to generate electricity prior to April 7, 1983 (prior period fuel), payment must be made prior to the first delivery of spent fuel to the DOE. Until such payment is made, the outstanding balance will continue to accrue interest at the three-month Treasury Bill Yield Rate. At December 31, 1998, fees due to the DOE for the disposal of prior period fuel were approximately $41.1 million, including interest costs of $25.5 million. The DOE originally was scheduled to begin accepting delivery of spent fuel in 1998. However, delays in identifying a permanent storage site have continually postponed plans for the DOE's long- term storage and disposal site. Extended delays or a default by the DOE could lead to consideration of costly alternatives. The company has primary responsibility for the interim storage of its spent nuclear fuel. Adequate storage capacity exists to accommodate all spent nuclear fuel at Millstone 1. With the addition of new storage racks, storage facilities for Millstone 3 are expected to be adequate for the projected life of the unit. With the implementation of currently planned modifications, the storage facilities for Millstone 2 are expected to be adequate to accommodate a full-core discharge from the reactor until 2005. Fuel consolidation, which has been licensed for Millstone 2, could provide adequate storage capability for its projected life. Meeting spent fuel storage requirements beyond these periods could require new and separate storage facilities, the costs for which have not been determined. In November 1997, the U.S. Court of Appeals for the D.C. Circuit ruled that the lack of an interim storage facility does not excuse the DOE from meeting its contractual obligation to begin accepting spent nuclear fuel no later than January 31, 1998. The 1997 ruling by the appeals court said, however, that the 1982 federal law could not require the DOE to accept waste when it did not have a suitable storage facility. The court directed the plaintiffs to pursue relief under the terms of their contracts with the DOE. Based on this ruling, since the DOE did not take the spent nuclear fuel as scheduled, it may have to pay contract damages. In May 1998, the same court denied petitions from 60 states and state agencies, collectively, and 41 utilities, including the company, asking the court to compel the DOE to submit a program, beginning immediately, for disposing of spent nuclear fuel. The petitions were filed after the DOE defaulted on its January 31, 1998 obligation to begin accepting the fuel. The court directed the company and other plaintiffs to pursue relief under the terms of their contracts with the DOE. In a petition filed in August 1998, the court's May 1998 decision was appealed to the U.S. Supreme Court. In November 1998, the Supreme Court declined to review the lower court ruling that said utilities should go to court and seek monetary damages from the DOE. The ultimate outcome of this legal proceeding is uncertain at this time. F. Nuclear Insurance Contingencies Under certain circumstances, in the event of a nuclear incident at one of the nuclear facilities in the country covered by the federal government's third-party liability indemnification program, WMECO could be assessed in proportion to its ownership interest in each of its nuclear units up to $83.9 million. WMECO's payments of this assessment would be limited to, in proportion to its ownership interest in each of its nuclear units, $10.0 million in any one year per nuclear incident. In addition, if the sum of all claims and costs from any one nuclear incident exceeds the maximum amount of financial protection, WMECO would be subject to an additional 5 percent, or $4.2 million, in proportion to its ownership interests in each of its nuclear units. Based upon its ownership interests in Millstone 1, 2 and 3, WMECO's maximum liability, including any additional assessments, would be $44.3 million per incident, of which payments would be limited to $5.0 million per year. In addition, through power purchase contracts with VYNPC, WMECO would be responsible for up to an additional $2.2 million per incident, of which payments would be limited to $0.3 million per year. The NRC approved CYAPC's and MYAPC's requests for withdrawal from participation in the secondary financial protection program, effective November 19, 1998, and January 17, 1999, respectively, due to their permanently shutdown and defueled status. Therefore, neither CYAPC, MYAPC, nor their sponsor companies have any future obligations for potential assessments. Insurance has been purchased to cover the primary cost of repair, replacement or decontamination of utility property resulting from insured occurrences. WMECO is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessment against WMECO with respect to losses arising during the current policy year is approximately $2.2 million under the primary property insurance program. Insurance has been purchased to cover certain extra costs incurred in obtaining replacement power during prolonged accidental outages and the excess cost of repair, replacement, or decontamination or premature decommissioning of utility property resulting from insured occurrences. WMECO is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessments against WMECO with respect to losses arising during current policy years are approximately $1.0 million under the replacement power policies and $2.3 million under the excess property damage, decontamination and decommissioning policies. The cost of a nuclear incident could exceed available insurance proceeds. Insurance has been purchased aggregating $200 million on an industry basis for coverage of worker claims. G. Construction Program The construction program is subject to periodic review and revision by management. WMECO currently forecasts construction expenditures of approximately $167.8 million for the years 1999-2003, including $33.5 million for 1999. In addition, WMECO estimates that nuclear fuel requirements, including nuclear fuel financed through the NBFT, will be approximately $35.5 million for the years 1999-2003, including $5.8 million for 1999. See Note 8, "Leases" for additional information about the financing of nuclear fuel. H. Long-Term Contractual Arrangements Yankee Companies: The NU system companies rely on VY for approximately 1.4 percent of their capacity under long-term contracts. Under the terms of their agreements, the NU system companies pay their ownership (or entitlement) shares of costs, which include depreciation, operation and maintenance expenses, taxes, the estimated cost of decommissioning and a return on invested capital. These costs are recorded as purchased- power expense and are recovered through the companies' rates. WMECO's total cost of purchases under contracts with VYNPC amounted to $4.4 million in 1998, $3.9 million in 1997 and $4.1 million in 1996. WMECO may also be asked to provide direct or indirect financial support from one or more of the Yankee companies, including VYNPC. NUGs: WMECO has entered into arrangements for the purchase of capacity and energy from two NUGs. These arrangements have terms from 15 to 25 years, currently expiring in the years 2008 through 2013, and require WMECO to purchase energy at specified prices or formula rates. For the 12-month period ending December 31, 1998, approximately 13 percent of NU system electricity requirements were met by NUGs. WMECO's total cost of purchases under these arrangements amounted to $29.9 million in 1998, $31.2 million in 1997 and $29.5 million in 1996. Hydro-Quebec: Along with other New England utilities, WMECO, CL&P, PSNH and HWP have entered into agreements to support transmission and terminal facilities to import electricity from the Hydro-Quebec system in Canada. WMECO is obligated to pay, over a 30-year period ending in 2020, its proportionate share of the annual O&M and capital costs of these facilities. Estimated Annual Costs: The estimated annual costs of WMECO's significant long-term contractual arrangements are as follows: 1999 2000 2001 2002 2003 (Millions of Dollars) VYNPC......................... $ 4.7 $ 4.3 $ 4.7 $ 4.8 $ 4.5 NUGs.......................... 31.1 32.2 33.1 33.9 34.9 Hydro-Quebec.................. 3.7 3.6 3.5 3.4 3.3 12. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each of the following financial instruments: Supplemental Executive Retirement Plan investments: SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities," requires investments in debt and equity securities to be presented at fair value. As a result of this requirement, the investments having a cost basis of $52,000 held for the benefit of the Supplemental Executive Retirement Plan were recorded on the Consolidated Balance Sheets at their fair market value at December 31, 1998 of $352,000. Nuclear decommissioning trusts: The investments held in WMECO's nuclear decommissioning trusts were adjusted to market by approximately $27.8 million as of December 31, 1998 and $17.9 million as of December 31, 1997, with corresponding offsets to the accumulated provision for depreciation. The amounts adjusted in 1998 and 1997 represent cumulative net unrealized gains. The cumulative gross unrealized holding losses were immaterial for both 1998 and 1997. Preferred stock and long-term debt: The fair value of WMECO's fixed- rate securities is based upon the quoted market price for those issues or similar issues. Adjustable rate securities are assumed to have a fair value equal to their carrying value. The carrying amount of WMECO's financial instruments and the estimated fair values are as follows: Carrying Fair At December 31, 1998 Amount Value (Thousands of Dollars) Preferred stock not subject to mandatory redemption................... $ 20,000 $ 19,800 Preferred stock subject to mandatory redemption................... 19,500 19,796 Long-term debt - first mortgage bonds.... 295,000 297,162 Other long-term debt..................... 95,155 95,419 Carrying Fair At December 31, 1997 Amount Value (Thousands of Dollars) Preferred stock not subject to mandatory redemption................... $ 20,000 $ 16,252 Preferred stock subject to mandatory redemption................... 21,000 20,580 Long-term debt - first mortgage bonds.... 304,800 302,627 Other long-term debt..................... 92,845 92,845 13. OTHER COMPREHENSIVE INCOME During 1998, WMECO adopted SFAS 130, "Reporting Comprehensive Income," which established standards for reporting and displaying comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. During 1997 and 1996, WMECO had no material other comprehensive income items. The accumulated balance for each other comprehensive income item is as follows: Current December 31, Period December 31, 1997 Change 1998 (Thousands of Dollars) Unrealized gains on securities.................... $ - $183 $183 Minimum pension liability adjustment.......... - (33) (33) Accumulated other comprehensive income.......... $ - $150 $150 The changes in the components of other comprehensive income are reported on the Consolidated Statements of Comprehensive Income net of the following income tax effects: 1998 1997 1996 (Thousands of Dollars) Unrealized gains on securities................. $(117) $ - $ - Minimum pension liability adjustment.......... 21 - - Other comprehensive income........................ $ (96) $ - $ - To the Board of Directors of Western Massachusetts Electric Company: We have audited the accompanying consolidated balance sheets of Western Massachusetts Electric Company (a Massachusetts corporation and a wholly owned subsidiary of Northeast Utilities) and subsidiary as of December 31, 1998 and 1997, and the related consolidated statements of income, comprehensive income, common stockholder's equity and cash flows for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Western Massachusetts Electric Company and subsidiary as of December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Hartford, Connecticut February 23, 1999 Western Massachusetts Electric Company and Subsidiary MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section contains management's assessment of Western Massachusetts Electric Company's (WMECO 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 the company's consolidated financial statements and footnotes. FINANCIAL CONDITION Overview WMECO's financial results improved in 1998 despite a reduction in retail rates. The improved results are a result of the successful restart of the Millstone 3 nuclear power plant, significant progress toward the restart of Millstone 2 and significant reductions in operating expenses. WMECO had a net loss of approximately $10 million in 1998, compared to a net loss of approximately $28 million in 1997. Improved results in 1998 were primarily due to a $43 million reduction in nonfuel operation and maintenance costs and a $28 million reduction in fuel and purchased power expense, partially offset by a reduction in operating revenues. Total revenues fell 8 percent to $393 million in 1998 from $426 million in 1997. The fall in revenues occurred despite a 1.3 percent increase in retail kilowatt-hour sales for the year. The revenue reduction primarily resulted from a 10 percent retail rate decrease required by Massachusetts restructuring legislation. WMECO's ability to improve its financial performance in 1999 will depend primarily on its success in bringing Millstone 2 back on line, and further reducing its operating costs to help offset continued downward pressure on retail revenues. WMECO's financial performance will be affected by the carryover of 1998 rate reductions, plus another 5 percent rate reduction, adjusted for inflation, that is scheduled to take effect September 1, 1999. WMECO is in the process of auctioning approximately 560 megawatts (MW) of fossil and hydroelectric generating capacity. Management also hopes in 1999 to begin the process of securitizing stranded costs, a means of monetizing the company's regulatory assets and certain other stranded costs. WMECO intends to use most of the proceeds from asset sales and securitization to repay outstanding debt and preferred securities. Restructuring In November 1997, Massachusetts enacted comprehensive electric utility industry restructuring legislation. As required by that legislation, WMECO instituted a 10 percent rate reduction in 1998 and continues to work with the Massachusetts Department of Telecommunications and Energy (DTE) on implementing WMECO's restructuring plan. In September 1999, WMECO must institute another 5 percent rate reduction, adjusted for inflation. In January 1999, WMECO announced the sale of approximately 290 MW of fossil/hydro generating capacity to Consolidated Edison Energy, Inc. for $47 million. The sale price is approximately 3.8 times greater than the assets' 1997 book value of $12.5 million. WMECO hopes to close on that transaction in midsummer and expects to use the majority of the proceeds to repay outstanding debt. The sale of these assets and future asset sales will be used to reduce WMECO's stranded costs. WMECO will auction another 270 MW of pumped storage and conventional hydroelectric plant later in 1999. WMECO has notified the DTE that it will also seek to auction its ownership in the Millstone units. WMECO expects to seek approval to securitize up to $500 million in stranded costs. Following the sale of its generating assets, WMECO will continue to operate and maintain the transmission and local distribution network and deliver electricity to its customers. Millstone Nuclear Units WMECO has a 19 percent ownership interest in Millstone 2 and a 12.24 percent ownership interest in Millstone 3. In 1998, Millstone-related costs fell significantly as Millstone 3 returned to service and Millstone 1 began to prepare for decommissioning. After a 27-month outage, Millstone 3 received Nuclear Regulatory Commission (NRC) permission to restart in June 1998 and reached full power in July. The unit achieved a capacity factor of approximately 70 percent in 1998 following its return to service. WMECO's share of the operation, maintenance and replacement power costs associated with Millstone 3 totaled approximately $28 million in 1998, down from $52 million in 1997. The unit remains on the NRC's watch list with a Category 2 designation, which means that it will continue to be subject to heightened NRC oversight. A refueling and maintenance outage is scheduled to begin in May 1999. Millstone 2 remains on the NRC watch list with a Category 3 designation, meaning that NRC commissioners must formally vote to allow restart. Key steps before restart include final verification that the unit is in conformance with its design and licensing basis; that management processes support safe and conservative operations; and that the employees are effective at identifying and correcting deficiencies at the unit. Millstone 2 is on schedule for a spring 1999 restart following final NRC review and approval. Millstone 2's return to service will reduce WMECO's fuel and purchased-power expense by approximately $1 million a month and significantly reduce O&M which totaled $42 million in 1998. Liquidity WMECO converted a total of $53.8 million variable-rate tax exempt debt to fixed-rate tax exempt debt carrying an interest rate of 5.85 percent. Niantic Bay Fuel Trust (NBFT), which finances CL&P's and WMECO's nuclear fuel at Millstone, refinanced maturing notes and bank lines through the issuance of $180 million of five-year 8.59 percent notes. Net cash flows from operations totaled approximately $30 million in 1998, up from $28 million in 1997. Approximately $37 million of net cash flow was used for investment activities, including construction expenditures and investments in nuclear decommissioning trusts, essentially unchanged from 1997. Approximately $7 million of net cash flows was from financing activities, compared with $9 million in 1997. Short-term debt increased by $22 million while long-term debt and preferred stock levels were reduced by $11 million in 1998. In 1997, debt levels increased a net of $27 million. Approximately $3 million was used to pay preferred dividends in 1998, compared with $18 million in preferred and common dividends in 1997. The return to service of Millstone 3 and resulting reduction in costs stabilized the NU system's credit ratings in mid-1998 after repeated downgrades in 1996 and 1997. Moody's Investors Service, which had downgraded CL&P, WMECO, and NU debt in April 1998, upgraded those same ratings in July 1998 and established a "positive" outlook. Also in July, Standard & Poor's (S&P) removed the NU system from "CreditWatch--negative" for the first time in more than two years. In September 1998, S&P upgraded CL&P, WMECO and PSNH first mortgage bonds. Key covenants on a $313.75 million revolving credit line primarily serving CL&P and WMECO were adjusted in the fall. The $313.75 million revolving credit line will expire on November 21, 1999. As of February 23, 1999, WMECO had $60 million outstanding under that line. WMECO paid off a $40 million bond issue that matured on March 1, 1999. WMECO has arranged financing agreements through the sale of its accounts receivables. WMECO can finance up to $40 million through this facility. As of December 31, 1998, WMECO had financed $20 million through its accounts receivable line. The permanent shutdown of Millstone 1 in July 1998 could require CL&P and WMECO to immediately repay the NBFT approximately $80 million of capital lease obligations. The companies are seeking consents from the note holders to amend the lease so that they will not be obligated to make this payment. As consideration for the note holders' consent, the companies intend to issue an additional $80 million of first mortgage bonds in mid-1999. Nuclear Decommissioning Millstone 1 WMECO has a 19 percent ownership interest in Millstone 1. Based on a continued unit operation study filed with the Connecticut Department of Public Utility Control (DPUC) in July 1998, management decided to retire Millstone 1 and begin decommissioning activities. Subsequently, Millstone 1 was removed from the NRC's watch list. WMECO's share of the total estimated decommissioning costs for Millstone 1, which have been updated to reflect the early shutdown of the unit, are approximately $131.5 million in December 1998 dollars. WMECO uses external trusts to fund the decommissioning costs. At December 31, 1998, WMECO had unrecovered plant and related assets for Millstone 1 of $60.8 million and unrecovered decommissioning obligation of $72.8 million. These amounts have been recorded as a regulatory asset, while decommissioning and closure obligations have been recorded as a liability. Management expects the DTE to decide on the recovery of WMECO's share of Millstone 1 investment and decommissioning liability as part of the ongoing restructuring docket. Yankee Companies WMECO has a 9.5 percent ownership interest in the Connecticut Yankee Atomic Power Company (CYAPC), a 7.0 percent ownership interest in Yankee Atomic Electric Company (YAEC), a 3.0 percent ownership interest in Maine Yankee Atomic Power Company (MYAPC) and a 2.5 percent ownership interest in Vermont Yankee Nuclear Power Corporation (VYNPC). The nuclear plants owned by YAEC, CYAPC and MYAPC were shut down permanently on February 26, 1992, December 4, 1996, and August 6, 1997, respectively. At December 31, 1998, WMECO's share of its estimated remaining contract obligations, including decommissioning, amounted to approximately $74.6 million: $47.4 million for CYAPC, $21.5 million for MYAPC and $5.7 million for YAEC. Under the terms of the contracts with the Yankee companies, WMECO is responsible for its proportionate share of the costs of the units including decommissioning. Management expects to recover these costs from customers. Accordingly, WMECO has recognized these costs as regulatory assets, with corresponding obligations on its balance sheet. WMECO has exposure for its investment in CYAPC as a result of an initial decision at the Federal Energy Regulatory Commission (FERC). Additionally, in January 1999, MYAPC filed an offer of settlement which, if accepted by the FERC, will resolve all the issues in the FERC decommissioning rate case proceeding. Management cannot predict the ultimate outcome of the FERC proceedings at this time, but believes that the associated regulatory assets are probable of recovery. For further information on Yankee companies see "Notes to Consolidated Financial Statements," Note 11B. WMECO's share of estimated costs of decommissioning the nuclear plant owned by VYNPC is approximately $13.2 million in year-end 1998 dollars. Millstone 2 and 3 WMECO's estimated cost to decommission its shares of Millstone 2 and Millstone 3 is approximately $144.0 million in year-end 1998 dollars. These costs are being recognized over the lives of the respective units with a portion currently being recovered through rates. As of December 31, 1998, the market value of the contributions already made to the decommissioning trusts, including their investment returns, was approximately $66.9 million. See the "Notes to Consolidated Financial Statements," Note 2, for further information on nuclear decommissioning. Year 2000 Issues The NU system has established an action plan by which identified processes must be completed by certain dates in order to ensure its operating systems, including nuclear systems, and reporting systems are able to properly recognize the year 2000. This action plan has three phases: the inventory phase, the detailed assessment phase and the remediation phase. The inventory phase, which has been completed, identified operating and reporting systems which may need to be fixed. The detailed assessment phase, which has been completed, determined exactly what needed to be done in order to ensure that the systems identified during the inventory phase are able to recognize properly and process the year 2000. The final phase is the remediation phase. By the end of this phase, mission critical systems (systems that are related to safety, keeping the lights on, regulatory requirements, and other systems that could have a significant financial impact) will be year 2000 ready; that is, these systems will perform their business functions properly in the year 2000. This phase includes making modifications, testing and validating changes and verifying that the year 2000 issues have been resolved. Although the identification and detailed assessment phases are complete, newly identified items, such as new software purchases, are added to the inventory as they are identified and are subject to detailed assessment and, if needed, remediation. NU system purchasing policies require newly purchased software and devices to be year 2000 compliant. None of these newly identified items are expected to materially impact completion of the remediation phase. The NU system has identified and inventoried 2,497 computer systems (software) and over 24,000 devices (hardware) broken down into 3,450 device types containing date-sensitive computer chips. As of December 31, 1998, 73 percent of the software systems and 81 percent of the hardware were year 2000 ready. The remaining items are in various stages of modification or testing. Management anticipates the remediation phase for mission critical systems to be completed by mid-1999. In addition, the NU system has been contacting its key suppliers and business partners to determine their ability to manage the year 2000 problem successfully. The NU system is adjusting its inventories, working with suppliers to provide backup inventories, and changing suppliers as needed to provide for an adequate supply of materials needed to conduct business into the year 2000. The NU system also has worked actively with the Independent System Operator (ISO) New England, the operator of the New England power grid, and with the North American Electric Reliability Council to provide for the year 2000 readiness of the New England power grid. The NU system has utilized both internal and external resources to identify, assess, test and reprogram or replace the computer systems for year 2000 readiness. The current projected total cost of the Year 2000 Program to the NU system is $30 million. The total estimated remaining cost is $18 million, which is being funded through operating cash flows. The majority of these costs will be expensed as incurred in 1999. Since 1996, the NU system has incurred and expensed approximately $12 million related to Year 2000 readiness efforts. Total expenditures related to the year 2000 are not expected to have a material effect on the operations or financial condition of the NU system. The costs of the project and the date on which the NU system plans to complete the year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third- party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved, and actual results could differ materially from those plans. If the NU system's remediation plans or those of third parties are not successful, there could be a significant disruption of the NU system's operations. The most likely worst case scenario is a limited number of localized interruptions to electric service which can be restored within a few hours. As a precautionary measure, the NU system is formulating contingency plans that will evaluate alternatives that could be implemented if our remediation efforts are not successful. The contingency plans are being developed by enhancing existing emergency operating procedures to include year 2000 issues. In addition, the NU system plans to have staff available to respond to any year 2000 situations that might arise. The contingency plan is expected to be available by July 30, 1999. The NU system is committed to assuring that adequate resources are available in order to implement any changes necessary for its nuclear and other operations to be compatible with the new millennium. Environmental Matters WMECO is potentially liable for environmental cleanup costs at a number of sites inside and outside its service territory. To date, the future estimated environmental remediation liability has not been material with respect to the earnings or financial position of WMECO. At December 31, 1998, WMECO had recorded an environmental reserve of approximately $1.9 million. See the "Notes to Consolidated Financial Statements," Note 11D, for further information on environmental matters. RESULTS OF OPERATIONS Income Statement Variances Millions of Dollars 1998 over/(under) 1997 1997 over/(under) 1996 Amount Percent Amount Percent Operating revenues $ (33) (8)% $ 5 1 % Fuel, purchased and net interchange power (28) (20) 25 22 Other operation (18) (12) 17 12 Maintenance (25) (30) 25 45 Amortization of regulatory assets, net - - (3) (30) Federal and state income taxes 16 (99) (26) (a) Net income 18 (65) (39) (a) (a) Percentage greater than 100. Operating Revenues Total operating revenues decreased in 1998, primarily due to a 10 percent retail rate decrease in 1998, partially offset by higher retail sales. Retail kilowatt-hour sales were 1.3 percent higher than 1997. Total operating revenues increased in 1997, primarily due to higher transmission and capacity revenues, partially offset by lower retail sales. Retail kilowatt-hour sales were 1.0 percent lower in 1997 as a result of mild winter weather. Fuel, Purchased and Net Interchange Power Fuel, purchased and net interchange power expense decreased in 1998, primarily due to lower replacement power costs as a result of the return to service of Millstone 3. Fuel, purchased and net interchange power expense increased in 1997, primarily due to replacement power costs associated with the Millstone outages. Other Operation and Maintenance Other operation and maintenance expense decreased in 1998, primarily due to lower costs at the Millstone units ($30 million), lower capacity charges from CYAPC and MYAPC ($10 million) and the recognition of environmental insurance proceeds ($2 million). Other operation and maintenance expense increased in 1997, primarily due to higher costs associated with the Millstone restart effort ($40 million), higher capacity charges from MYAPC ($2 million) and higher costs to ensure adequate capacity ($6 million), partially offset by lower capacity charges from CYAPC as a result of a property tax refund ($4 million) and lower administrative and general expenses primarily due to lower pensions and benefit costs ($5 million). Amortization of Regulatory Assets, Net The change in amortization of regulatory assets, net in 1998 was not significant. Amortization of regulatory assets, net decreased in 1997, primarily due to the completion of the amortization of Millstone 3 investment in 1996. Federal and State Income Taxes Federal and state income taxes increased in 1998, primarily due to higher book taxable income. Federal and state income taxes decreased in 1997, primarily due to lower book taxable income. Western Massachusetts Electric Company And Subsidiary SELECTED FINANCIAL DATA (a) 1998 1997 1996 1995 1994 (Thousands of Dollars) Operating Revenues....$ 393,322 $ 426,447 $ 421,337 $ 420,434 $ 421,477 Operating Income/ (Loss).............. 19,854 251 33,190 63,064 70,940 Net (Loss)/Income..... (9,579) (27,460) 11,089 39,133 49,457 Cash Dividends on Common Stock........ - 15,004 16,494 30,223 29,514 Total Assets.......... 1,287,682 1,179,128 1,191,915 1,142,346 1,183,618 Long-Term Debt (b).... 389,314 396,649 349,442 347,470 379,969 Preferred Stock Not Subject to Mandatory Redemption.......... 20,000 20,000 20,000 53,500 68,500 Preferred Stock Subject to Mandatory Redemption(b)....... 19,500 21,000 21,000 24,000 24,675 Obligations Under Capital Leases(b)... 34,093 32,887 32,234 36,011 36,797 (a) Reclassifications of prior data have been made to conform with the current presentation. (b) Includes portion due within one year. STATEMENTS OF QUARTERLY FINANCIAL DATA (Unaudited) Quarter Ended (a) 1998 March 31 June 30 Sept. 30 Dec. 31 Operating Revenues......... $107,189 $ 90,649 $93,839 $101,645 Operating Income........... $ 7,838 $ 6,614 $ 4,301 $ 1,101 Net Income/(Loss).......... $ 1,367 $ (738) $(3,546) $ (6,662) 1997 Operating Revenues......... $106,054 $104,130 $111,166 $105,097 Operating Income/(Loss).... $ 675 $ (4,794) $ 1,875 $ 2,495 Net Loss................... $ (5,033) $(11,492) $ (5,303) $ (5,632) Western Massachusetts Electric Company and Subsidiary STATISTICS (Unaudited) Gross Electric Average Utility Plant Annual December 31, Use Per Electric (Thousands kWh Sales Residential Customers Employees of Dollars) (Millions) Customer (kWh) (Average) (December 31) 1998 $1,256,046 4,091 6,979 196,339 533 1997 1,334,233 4,300 7,121 195,324 507 1996 1,303,361 4,626 7,335 194,705 497 1995 1,285,269 4,846 7,105* 193,964 527 1994 1,271,513 4,978 7,433 193,187 617 *Effective January 1, 1996, the amounts shown reflect billed and unbilled sales. 1995 has been restated to reflect this change.