1998 Annual Report Public Service Company of New Hampshire Index Contents Page Balance Sheets 2 Statements of Income 4 Statements of Comprehensive Income 4 Statements of Cash Flows 5 Statements of Common Stockholder's Equity 6 Notes to Financial Statements 7 Report of Independent Public Accountants 39 Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Selected Financial Data 50 Statistics (Unaudited) 52 Statements of Quarterly Financial Data (Unaudited) 52 Preferred Stockholder and Bondholder Information Back Cover PART I. FINANCIAL INFORMATION PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE BALANCE SHEETS - ----------------------------------------------------------------------------------------- AT DECEMBER 31, 1998 1997 - ----------------------------------------------------------------------------------------- (Thousands of Dollars) ASSETS - ------ Utility Plant, at cost: Electric................................................ $ 1,927,341 $ 1,898,319 Less: Accumulated provision for depreciation......... 631,584 590,056 ------------- ------------- 1,295,757 1,308,263 Unamortized acquisition costs........................... 352,855 402,285 Construction work in progress........................... 20,735 10,716 Nuclear fuel, net....................................... 1,323 1,308 ------------- ------------- Total net utility plant............................. 1,670,670 1,722,572 ------------- ------------- Other Property and Investments: Nuclear decommissioning trusts, at market............... 5,580 4,332 Investments in regional nuclear generating companies and subsidiary company, at equity............ 19,836 19,169 Other, at cost.......................................... 4,319 3,773 ------------- ------------- 29,735 27,274 ------------- ------------- Current Assets: Cash and cash equivalents............................... 60,885 94,459 Receivables, less accumulated provision for uncollectible accounts of $2,041,000 in 1998 and of $1,702,000 in 1997............................. 89,044 89,338 Accounts receivable from affiliated companies........... 12,018 38,520 Accrued utility revenues................................ 42,145 36,885 Fuel, materials and supplies, at average cost........... 36,642 40,161 Recoverable energy costs--current portion............... 65,257 31,886 Prepayments and other................................... 22,744 11,271 ------------- ------------- 328,735 342,520 ------------- ------------- Deferred Charges: Regulatory assets....................................... 610,222 695,418 Deferred receivable from affiliated company............. 22,728 32,472 Unamortized debt expense................................ 13,995 11,749 Other................................................... 5,510 5,154 ------------- ------------- 652,455 744,793 ------------- ------------- Total Assets........................................ $ 2,681,595 $ 2,837,159 ============= ============= See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE BALANCE SHEETS - ----------------------------------------------------------------------------------------- AT DECEMBER 31, 1998 1997 - ----------------------------------------------------------------------------------------- (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock--$1 par value. Authorized and outstanding 1,000 shares................ $ 1 $ 1 Capital surplus, paid in................................ 424,250 423,713 Retained earnings....................................... 252,912 170,501 Accumulated other comprehensive income.................. 1,004 - ------------- ------------- Total common stockholder's equity.............. 678,167 594,215 Preferred stock subject to mandatory redemption......... 50,000 75,000 Long-term debt.......................................... 516,485 516,485 ------------- ------------- Total capitalization........................... 1,244,652 1,185,700 ------------- ------------- Obligations Under Seabrook Power Contracts and Other Capital Leases................................. 703,411 799,450 ------------- ------------- Current Liabilities: Long-term debt and preferred stock--current portion..... 25,000 195,000 Obligations under Seabrook Power Contracts and other capital leases--current portion........................ 138,812 122,363 Accounts payable........................................ 26,227 21,231 Accounts payable to affiliated companies................ 28,410 32,677 Accrued taxes........................................... 82,743 69,445 Accrued interest........................................ 5,894 7,197 Accrued pension benefits................................ 46,004 46,061 Other................................................... 8,540 9,417 ------------- ------------- 361,630 503,391 ------------- ------------- Deferred Credits: Accumulated deferred income taxes....................... 225,091 204,406 Accumulated deferred investment tax credits............. 3,460 3,972 Deferred contractual obligations........................ 66,400 83,042 Deferred revenue from affiliated company................ 22,728 32,472 Other................................................... 54,223 24,726 ------------- ------------- 371,902 348,618 ------------- ------------- Commitments and Contingencies (Note 6) ------------- ------------- Total Capitalization and Liabilities........... $ 2,681,595 $ 2,837,159 ============= ============= See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF INCOME - ------------------------------------------------------------------------------------------ FOR THE YEARS ENDED DECEMBER 31, 1998 1997 1996 - ------------------------------------------------------------------------------------------ (Thousands of Dollars) Operating Revenues................................. $ 1,087,247 $ 1,108,459 $ 1,110,169 ------------ ------------ ------------ Operating Expenses: Operation -- Fuel, purchased and net interchange power..... 322,071 326,745 356,679 Other......................................... 402,012 368,363 326,337 Maintenance...................................... 51,734 38,320 45,728 Depreciation..................................... 45,342 44,377 42,983 Amortization of regulatory assets, net........... 26,758 56,557 56,884 Federal and state income taxes................... 65,079 86,450 80,677 Taxes other than income taxes.................... 43,052 43,623 45,123 ------------ ------------ ------------ Total operating expenses................... 956,048 964,435 954,411 ------------ ------------ ------------ Operating Income................................... 131,199 144,024 155,758 ------------ ------------ ------------ Other Income: Equity in earnings of regional nuclear generating companies and subsidary company..... 2,649 1,373 2,075 Other, net....................................... 9,222 698 8,075 Income taxes..................................... (7,473) (2,391) (7,723) ------------ ------------ ------------ Other income, net.......................... 4,398 (320) 2,427 ------------ ------------ ------------ Income before interest charges............. 135,597 143,704 158,185 ------------ ------------ ------------ Interest Charges: Interest on long-term debt....................... 43,317 51,259 57,557 Other interest................................... 594 273 3,163 ------------ ------------ ------------ Interest charges, net...................... 43,911 51,532 60,720 ------------ ------------ ------------ Net Income......................................... $ 91,686 $ 92,172 $ 97,465 ============ ============ ============ STATEMENTS OF COMPREHENSIVE INCOME Net Income......................................... $ 91,686 $ 92,172 $ 97,465 ------------ ------------ ------------ Other comprehensive income, net of tax: Unrealized gains on securities..................... 1,198 - - Minimum pension liability adjustments.............. (194) - - ------------ ------------ ------------ Other comprehensive income, net of tax........... 1,004 - - ------------ ------------ ------------ Comprehensive Income............................... $ 92,690 $ 92,172 $ 97,465 ============ ============ ============ See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------------------------- For the Years Ended December 31, 1998 1997 1996 - -------------------------------------------------------------------------------------------------- (Thousands of Dollars) Operating Activities: Net Income.................................................. $ 91,686 $ 92,172 $ 97,465 Adjustments to reconcile to net cash from operating activities: Depreciation.............................................. 45,342 44,377 42,983 Deferred income taxes and investment tax credits, net..... 78,366 21,645 94,983 Recoverable energy costs, net of amortization............. 2,065 (12,336) 31,663 Amortization of acquisition costs......................... 49,431 89,417 89,744 Amortization of regulatory liability...................... (32,860) (32,860) (32,860) Amortization of other regulatory assets................... 10,187 - - Deferred Seabrook capital costs .......................... (31,587) (8,376) - Other sources of cash..................................... 32,255 51,054 65,922 Other uses of cash........................................ (53,615) (67,590) (51,188) Changes in working capital: Receivables and accrued utility revenues.................. 21,536 9,407 (36,907) Fuel, materials and supplies.............................. 3,519 4,691 (3,135) Accounts payable.......................................... 729 (14,897) (7,714) Accrued taxes............................................. 13,298 69,364 (717) Other working capital (excludes cash)..................... (13,710) (13,365) (13,559) ----------- ----------- ----------- Net cash flows from operating activities...................... 216,642 232,703 276,680 ----------- ----------- ----------- Financing Activities: Reacquisitions and retirements of long-term debt............ (170,000) - (172,500) Reacquisitions and retirements of preferred stock........... (25,000) (25,000) - Cash dividends on preferred stock........................... (9,275) (11,925) (13,250) Cash dividends on common stock.............................. - (85,000) (52,000) ----------- ----------- ----------- Net cash flows used for financing activities.................. (204,275) (121,925) (237,750) ----------- ----------- ----------- Investment Activities: Investment in plant: Electric utility plant.................................... (43,780) (33,570) (37,480) Nuclear fuel.............................................. (307) 5 129 ----------- ----------- ----------- Net cash flows used for investments in plant............ (44,087) (33,565) (37,351) Investment in NU system Money Pool.......................... - 18,250 850 Investment in nuclear decommissioning trusts................ (641) (490) (521) Other investment activities, net............................ (1,213) (1,529) (1,010) ----------- ----------- ----------- Net cash flows used for investments........................... (45,941) (17,334) (38,032) ----------- ----------- ----------- Net (decrease)/increase in cash for the period................ (33,574) 93,444 898 Cash and cash equivalents- beginning of period................ 94,459 1,015 117 ----------- ----------- ----------- Cash and cash equivalents- end of period...................... $ 60,885 $ 94,459 $ 1,015 =========== =========== =========== Supplemental Cash Flow Information: Cash paid/(refunded) during the year for: Interest, net of amounts capitalized........................ $ 42,677 $ 51,775 $ 58,835 =========== =========== =========== Income taxes................................................ $ 18,948 $ 10,612 $ (457) =========== =========== =========== (Decrease)/increase in obligations: Seabrook Power Contracts and other capital leases........... $ (78,939) $ 6,197 $ 93 =========== =========== =========== See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF COMMON STOCKHOLDER'S EQUITY - -------------------------------------------------------------------------------------------------------- Accumulated Capital Other Common Surplus, Retained Comprehensive Stock Paid In Earnings Income Total - -------------------------------------------------------------------------------------------------------- (Thousands of Dollars) Balance at January 1, 1996............... $ 1 $422,385 $143,039 $ - $565,425 Net income........................... 97,465 97,465 Cash dividends on preferred stock.... (13,250) (13,250) Cash dividends on common stock....... (52,000) (52,000) Capital stock expenses, net.......... 673 673 -------- --------- --------- ------------- --------- Balance at December 31, 1996............. 1 423,058 175,254 - 598,313 Net income........................... 92,172 92,172 Cash dividends on preferred stock.... (11,925) (11,925) Cash dividends on common stock....... (85,000) (85,000) Capital stock expenses, net.......... 655 655 -------- --------- --------- ------------- --------- Balance at December 31, 1997............. 1 423,713 170,501 - 594,215 Net income........................... 91,686 91,686 Cash dividends on preferred stock.... (9,275) (9,275) Capital stock expenses, net.......... 537 537 Other comprehensive income........... 1,004 1,004 -------- --------- --------- ------------- --------- Balance at December 31, 1998............. $ 1 $424,250 $252,912 $ 1,004 $678,167 ======== ========= ========= ============= ========= See accompanying notes to financial statements. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. About Public Service Company of New Hampshire Public Service Company of New Hampshire (PSNH or the company), The Connecticut Light and Power Company (CL&P), Western Massachusetts Electric Company (WMECO),North Atlantic Energy Corporation (NAEC) and Holyoke Water Power Company (HWP) 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, a 1,148 megawatt (MW) nuclear power generating unit) to PSNH under two life- of-unit, full cost recovery contracts (the Seabrook Power Contracts). HWP is also 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 PSNH, are subject to the provisions of the 1935 Act. Arrangements among the NU system companies, outside agencies and other utilities covering interconnections, interchange of electric power and sales of utility property are subject to regulation by the Federal Energy Regulatory Commission (FERC) and/or the SEC. PSNH is subject to further regulation for rates, accounting and other matters by the FERC and/or the applicable state regulatory commissions. Other 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. North Atlantic Energy Service Corporation (NAESCO) acts as agent for CL&P and NAEC, and has operational responsibilities for Seabrook. 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. 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 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 a new accounting standard during 1998: Statement of Financial Accounting Standards (SFAS) 132, "Employers' Disclosures About Pensions and Other Postretirement Benefits." 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 6, "Pension Benefits and Postretirement Benefits Other Than Pensions," for further information on PSNH'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. PSNH 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 which PSNH 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: PSNH owns common stock of four regional nuclear generating companies (Yankee companies) which are accounted for on the equity basis due to PSNH's ability to exercise significant influence over their operating and financial policies. PSNH's ownership interests in the Yankee companies at December 31, 1998 are: Connecticut Yankee Atomic Power Company (CYAPC) 5.0% Yankee Atomic Electric Company (YAEC) 7.0 Maine Yankee Atomic Power Company (MYAPC) 5.0 Vermont Yankee Nuclear Power Corporation (VYNPC) 4.0 PSNH's equity investments in the Yankee companies at December 31, 1998 are: (Thousands of Dollars) CYAPC....................... $ 5,457 YAEC........................ 1,356 MYAPC....................... 4,312 VYNPC....................... 2,227 $13,352 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 further information on the Yankee companies, see Note 4, "Nuclear Decommissioning and Plant Closure Costs." Millstone 3: PSNH has a 2.85 percent joint ownership interest in Millstone 3, a 1,154 MW nuclear generating unit. As of December 31, 1998 and 1997, plant-in-service included approximately $118.8 million and $118.7 million, respectively, and the accumulated provision for depreciation included approximately $35.5 million and $32.3 million, respectively, for PSNH's share of Millstone 3. PSNH's share of Millstone 3 expenses is included in the corresponding operating expenses on the accompanying Statements of Income. For further information on the Millstone 3 unit, see Note 10C, "Commitments and Contingencies - Nuclear Performance." Wyman Unit 4: PSNH has a 3.14 percent ownership interest in Wyman Unit 4 (Wyman), a 632 MW oil-fired generating unit. At December 31, 1998 and 1997, plant-in-service included approximately $6.1 million and $6.0 million, respectively and the accumulated provision for depreciation included approximately $4.0 million and $3.9 million, respectively, for PSNH's share of Wyman. PSNH's share of Wyman expenses is included in the corresponding operating expenses on the accompanying 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 3.6 percent in 1998 and 3.7 percent in 1997 and 1996. See Note 4, "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 $37.3 million and $34.2 million, respectively, accrued for the cost of removal, net of salvage for non-nuclear generation property. 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, PSNH accrues an estimate for the amount of energy delivered but unbilled. For information on PSNH rate proceedings and the impact on PSNH, see Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), and Note 10B, "Commitments and Contingencies - Rate Matters." G. Acquisition Costs The PSNH acquisition costs represent the aggregate value placed by the 1989 rate agreement with the state of New Hampshire (Rate Agreement) on PSNH's assets in excess of the net book value of PSNH's non-Seabrook assets, plus the $700 million value assigned to Seabrook by the Rate Agreement, as part of the bankruptcy resolution on June 5, 1992 (Acquisition Date). The Rate Agreement provides for the recovery through rates, with a return, of the PSNH acquisition costs. The unrecovered balance at December 31, 1998, was approximately $352.9 million and is being recovered ratably over a 20-year period through May 1, 2011 in accordance with the Rate Agreement. Through December 31, 1998, PSNH has collected approximately $640.0 million of acquisition costs. H. Regulatory Accounting and Assets The accounting policies of PSNH and the accompanying financial statements conform to generally accepted accounting principles applicable to rate-regulated enterprises and reflect the effects of the ratemaking process in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Assuming a cost-of- service based regulatory structure, regulators may permit incurred costs, normally treated as expenses, to be deferred and recovered through future revenues. Through their actions, regulators may also reduce or eliminate the value of an asset, or create a liability. If any portion of PSNH's operations were no longer subject to the provisions of SFAS 71, PSNH 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, PSNH would be required to determine any impairment to the carrying costs of deregulated plant and inventory assets. Management anticipates that a restructuring program will be implemented in New Hampshire, and such a program is currently the focus of negotiations and proceedings within the federal and state legal systems. However, management continues to believe the application of SFAS 71 remains appropriate at this time. Once PSNH's restructuring plan has been formally approved by the appropriate regulatory agency and management can determine the impacts of restructuring, PSNH's generation businesses no longer will be rate regulated on a cost-of-service basis. The majority of PSNH's regulatory assets are related to its generation business. Management expects that the transmission and distribution business within New Hampshire will continue to be rate-regulated on a cost-of-service basis and restructuring plans will allow for the recovery of regulatory assets through this portion of the business. For further information on PSNH's regulatory environment and the potential impacts of restructuring, see Note 10A, "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 PSNH will recover its investments in long-lived assets, including regulatory assets. The components of PSNH's regulatory assets are as follows: At December 31, 1998 1997 (Thousands of Dollars) Recoverable energy costs, net (Note 1J)......................... $156,250 $191,686 Income taxes, net (Note 1I)......... 139,739 128,244 Unrecovered contractual obligations (Note 1K)............. 66,400 83,042 Deferred costs - nuclear plants (Note 1L).................. 244,599 290,232 Other............................... 3,234 2,214 $610,222 $695,418 I. Income Taxes The tax effect of temporary differences (differences between the periods in which transactions affect income in the financial statements and the periods in which they affect the determination of taxable income) is accounted for in accordance with the ratemaking treatment of the applicable regulatory commissions. See Note 9, "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.... $100,786 $103,985 Net operating loss (NOL) carryforwards...................... (25,610) (94,822) Regulatory assets - income tax gross up........................... 52,425 49,101 Other................................ 97,490 146,142 $225,091 $204,406 At December 31, 1998, PSNH had a federal NOL carryforward of approximately $94 million that can be used against PSNH's federal taxable income and which if unused, expires between the years 2005 and 2006. PSNH also had Investment Tax Credit (ITC) carryforwards of $37 million which if unused, expire between the years 1999 and 2004. The reorganization of PSNH under Chapter 11 of the United States Bankruptcy Code limits the annual amount of ITC carryforward that may be used. Approximately $6 million of the ITC carryforward is subject to this limitation. J. Recoverable Energy Costs Under the Energy Policy Act of 1992 (Energy Act), PSNH 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. PSNH is currently recovering these costs through rates. As of December 31, 1998, PSNH's total D&D deferrals were approximately $237,000. The Rate Agreement includes a comprehensive fuel and purchased power adjustment clause (FPPAC) permitting PSNH to pass through to retail customers, for a 10-year period that began in May 1991, the retail portion of differences between the fuel and purchased power costs assumed in the Rate Agreement and PSNH's actual costs, which include the costs related to the Seabrook Power Contracts and the Clean Air Act Amendment. The cost components of the FPPAC are subject to a prudence review by the New Hampshire Public Utilities Commission (NHPUC). At December 31, 1998, recoverable energy costs include $156.3 million of noncurrent recoverable energy costs deferred under the FPPAC. Under the Rate Agreement, charges made by NAEC through the Seabrook Power Contracts, including the deferred Seabrook capital expenses, are to be deferred by PSNH and subsequently billed and collected by PSNH through the FPPAC. PSNH began to defer the amount of these costs on December 1, 1997 and continued to do so for the period December 1, 1997 through May 31, 1998. Beginning on June 1, 1998, these costs began to be recovered over a 36-month period. At December 31, 1998, PSNH has deferred approximately $40.0 million of these costs, which balance is recorded in PSNH's deferred costs, nuclear plants. See Note 10A, "Commitments and Contingencies - Restructuring" for the possible impacts on PSNH of the NHPUC's decision related to industry restructuring. K. Unrecovered Contractual Obligations Under the terms of contracts with MYAPC, CYAPC, and YAEC, the shareholder-sponsor companies, including CL&P, PSNH and WMECO, are responsible for their proportionate share of the remaining costs of the units, including decommissioning. As management expects that the NU system companies will be allowed to recover these costs from their customers, the NU system companies have recorded regulatory assets, with corresponding obligations on their respective balance sheets. For further information, see Note 4, "Nuclear Decommissioning and Plant Closure Costs." L. Deferred Costs - Nuclear Plants Under the Rate Agreement, the plant costs of Seabrook were phased into rates over a seven-year period beginning May 15, 1991. These deferred costs are being billed to PSNH by NAEC through the Seabrook Power Contracts beginning December 1, 1997, and will be fully recovered from PSNH's customers by May 2001. M. Cash and Cash Equivalents Cash and cash equivalents includes cash on hand and short-term cash investments which are highly liquid in nature and have original maturities of three months or less. 2. SEABROOK POWER CONTRACTS PSNH and NAEC have entered into two power contracts that obligate PSNH to purchase NAEC's 35.98 percent ownership of the capacity and output of Seabrook for the term of Seabrook's Nuclear Regulatory Commission (NRC) operating license. Under these power contracts, PSNH is obligated to pay NAEC's cost of service during this period, regardless of whether Seabrook 1 is operating. NAEC's cost of service includes all of its Seabrook-related costs, including operation and maintenance (O&M) expenses, fuel expense, income and property tax expense, depreciation expense, certain overhead and other costs and a return on its allowed investment. PSNH has included its right to buy power from NAEC on its Balance Sheets as part of utility plant and regulatory assets with a corresponding obligation. At December 31, 1998, this right was valued at approximately $838.1 million. The contracts established the value of the initial investment in Seabrook (initial investment) at $700 million. As prescribed by the Rate Agreement, as of May 1, 1996, NAEC phased into rates 100 percent of its investment in Seabrook 1. This plan is in compliance with SFAS 92,"Regulated Enterprises-Accounting for Phase-in Plans." From the Acquisition Date through November 1997, NAEC recorded $203.9 million of deferred return on its investment in Seabrook 1. At November 30, 1997, NAEC's utility plant included $84.1 million of deferred return that was transferred as part of the Seabrook plant assets to NAEC on the Acquisition Date. Beginning on December 1, 1997, the deferred return, including the portion transferred to NAEC, is currently being billed through the Seabrook Power Contracts to PSNH and will be fully recovered from customers by May 2001. NAEC depreciated its initial investment over the term of Seabrook 1's operating license (39 years), and any subsequent plant additions are depreciated on a straight-line basis over the remaining term of the power contracts at the time the subsequent additions are placed in service. If Seabrook 1 is shut down prior to the expiration of the NRC operating license, PSNH will be unconditionally required to pay NAEC termination costs for 39 years, less the period during which Seabrook 1 has operated. These termination costs will reimburse NAEC for its share of Seabrook 1 shut-down and decommissioning costs, and will pay NAEC a return of and on any undepreciated balance of its initial investment over the remaining term of the power contracts, and the return of and on any capital additions to the plant made after the Acquisition Date over a period of five years after shut down (net of any tax benefits to NAEC attributable to the cancellation). Contract payments charged to operating expenses are approximately: Year Contract Payments (Thousands of Dollars) 1998............................ $272,000 1997............................ 188,000 1996............................ 159,000 Interest included in the contract payment was $54 million in 1998, $57 million in 1997, and $55 million in 1996. Future minimum payments, excluding executory costs, such as property taxes, state use taxes, insurance and maintenance, under the terms of the contracts, as of December 31, 1998, are approximately: Year Seabrook Power Contracts (Thousands of Dollars) 1999........................... $ 195,000 2000........................... 193,000 2001........................... 117,000 2002........................... 78,100 2003........................... 76,000 After 2003..................... 1,095,000 Future minimum payments........ 1,754,000 Less amount representing interest..................... 916,000 Present value of Seabrook Power Contracts payments........... $ 838,100 See Note 10A, "Commitments and Contingencies - Restructuring" for the possible impacts the NHPUC's restructuring decision may have on the Seabrook Power Contracts. 3. LEASES PSNH has entered into lease agreements, some of which are capital leases, for the use of data processing and office equipment, vehicles and office space. The provisions of these lease agreements generally provide for renewal options. The following rental payments have been charged to expense: Year Capital Leases Operating Leases 1998................. $1,584,000 $5,392,000 1997................. 1,579,000 5,657,000 1996................. 1,105,000 4,884,000 Interest included in capital lease rental payments was $193,000 in 1998, $272,000 in 1997 and $292,000 in 1996. Future minimum rental payments, excluding executory costs, such as property taxes, state use taxes, insurance and maintenance, under long- term noncancellable leases, as of December 31, 1998, are: Year Capital Leases Operating Leases (Thousands of Dollars) 1999.................... $1,400 $ 5,800 2000.................... 1,200 5,100 2001.................... 1,200 4,600 2002.................... 400 2,500 2003.................... 400 1,300 After 2003.............. 1,500 3,000 Future minimum lease payments............... 6,100 $22,300 Less amount representing interest............... 2,000 Present value of future minimum lease payments. $4,100 4. NUCLEAR DECOMMISSIONING AND PLANT CLOSURE COSTS Millstone 3 and Seabrook 1: Millstone 3 and Seabrook 1 have service lives that are expected to end during the years 2025 and 2026, respectively. 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 Millstone 3 and Seabrook 1. Decommissioning studies are reviewed and updated periodically to reflect changes in decommissioning requirements, costs, technology and inflation. The estimated cost of decommissioning PSNH's 2.85 percent ownership share of Millstone 3 and NAEC's 35.98 percent share of Seabrook 1, in year-end 1998 dollars is $15.9 million and $175.9 million, respectively. Millstone 3 and Seabrook 1 decommissioning costs will be increased annually by their respective escalation rates. PSNH's Millstone 3 decommissioning costs are accrued over the expected service life of the unit and are included in depreciation expense on its Statements of Income. Nuclear decommissioning costs related to PSNH's share of Millstone 3 amounted to $0.4 million in 1998, 1997 and 1996. Nuclear decommissioning, as a cost of removal, is included in the accumulated provision for depreciation on PSNH's Balance Sheets. At December 31, 1998 and 1997, the balance in the accumulated reserve for depreciation amounted to $3.0 million and $2.6 million, respectively. PSNH makes payments to an independent decommissioning trust for its portion of the costs of decommissioning Millstone 3. NAEC's portion of the cost of decommissioning Seabrook 1 is paid to an independent decommissioning financing fund managed by the state of New Hampshire. Funding of the estimated decommissioning costs assumes levelized collections for Millstone 3 and escalated collections for Seabrook 1, and after-tax earnings on the Millstone and Seabrook decommissioning funds of approximately 5.5 percent and 6.5 percent, respectively. Under the terms of the Rate Agreement, PSNH is obligated to pay NAEC's share of Seabrook's decommissioning costs, even if the unit is shut down prior to the expiration of its operating license. Accordingly, NAEC bills PSNH directly for its share of the costs of decommissioning Seabrook 1. PSNH records its Seabrook decommissioning costs as a component of purchased power expense on its Statements of Income. Under the Rate Agreement, PSNH's Seabrook decommissioning costs are recovered through base rates. As of December 31, 1998, PSNH collected through rates approximately $3.0 million toward the future decommissioning costs of its share of Millstone 3, which has been transferred to the external decommissioning trust. As of December 31, 1998, NAEC has paid approximately $25.6 million (including payments made prior to the Acquisition Date by PSNH), into Seabrook 1's decommissioning financing fund. Earnings on the decommissioning trust and financing fund increase the decommissioning trust balance and the accumulated reserve for depreciation. Unrealized gains and losses associated with the decommissioning trust and financing fund also impact the balance of the trust, and the accumulated reserve for depreciation. The fair value of the amounts in the external decommissioning trust and financing fund was $5.6 million and $35.2 million, respectively, as of 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. PSNH attempts to recover sufficient amounts through its allowed rates to cover its expected decommissioning costs. Only the portion of currently estimated total decommissioning costs that has been accepted by regulatory agencies is reflected in rates of PSNH. Based on present estimates and assuming its nuclear units operate to the end of their respective licensing periods, PSNH expects that the decommissioning trust and financing fund will be substantially funded when the units are retired from service. Yankee Companies: VYNPC owns and operates a nuclear generating unit with a service life that is expected to end in 2012. PSNH's ownership share of estimated costs, in year-end 1998 dollars, of decommissioning the unit owned and operated by VYNPC is approximately $21.2 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 PSNH's (Thousands of Dollars) Obligation Share Maine Yankee.................... $715,065 $ 35,753 Connecticut Yankee.............. 498,557 24,928 Yankee Atomic................... 81,699 5,719 For further information on the Yankee companies, see Note 10B, "Commitments and Contingencies - Rate Matters." For information on proposed changes to the accounting for decommissioning, see the MD&A. 5. SHORT-TERM DEBT The amount of short-term borrowings that may be incurred by PSNH is subject to periodic approval by either the SEC under the 1935 Act or by the NHPUC. Effective April 1998, PSNH was authorized under a waiver from the NHPUC, to incur short-term borrowings up to a maximum of $75 million. PSNH has access to a $75 million revolving credit agreement entered into in April 1998 with a group of 16 banks. The borrowing level under this agreement was reduced from the previous $125 million level. The agreement will expire in April 1999. Under the terms of this agreement, PSNH is obligated to pay a facility fee of .50 percent per annum on the commitment. PSNH's borrowings under the $75 million agreement are secured, per dollar of borrowing, by $75 million of first mortgage bonds and substantially all of PSNH's accounts receivable. There were no borrowings under this facility at December 31, 1998. On March 20, 1998, in connection with the $75 million PSNH credit agreement, the NHPUC issued an order requiring PSNH to obtain NHPUC approval before paying any dividends on its common stock and before investing any PSNH funds in the NU system Money Pool during the expected 364-day term of the facilities. PSNH has not sought such authorization. Under the credit agreement discussed above, PSNH 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. Money Pool: Certain subsidiaries of NU, including PSNH, 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. However, borrowings based on loans from NU parent bear interest at NU parent's cost and must be repaid based upon the terms of NU parent's original borrowing. At December 31, 1998 and 1997, PSNH had no outstanding borrowings from the Pool. Due to the conditions placed on PSNH by lenders and the NHPUC during April 1998 refinancings, PSNH is presently restricted from lending money to the NU System Money Pool. Maturities of PSNH's short-term debt obligations are for periods of three months or less. 6. PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The NU system's subsidiaries participate in a uniform noncontributory defined benefit retirement plan covering all regular NU system employees. Benefits are based on years of service and employees' highest eligible compensation during 60 consecutive months of employment. PSNH's direct portion of the NU system's pension (credit)/cost, part of which was charged to utility plant, approximated $(0.06) million in 1998, $1.3 million in 1997 and $6.2 million in 1996. Currently, PSNH annually funds 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. PSNH also provides 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 PSNH 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. PSNH is funding postretirement costs through external trusts. PSNH is funding, on an annual basis, amounts that have been rate-recovered and which also are 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 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........... $(187,968) $(179,192) $(46,609) $(47,963) Service cost.................. (4,275) (4,021) (858) (802) Interest Cost................. (13,192) (13,398) (3,439) (3,352) Transfers..................... (729) 1,049 - - Actuarial (loss)/gain......... (5,128) (4,434) (2,807) 1,782 Benefits paid................. 10,249 10,995 3,644 3,726 Special termination benefits.. - 1,033 - - Benefit obligation at end of year................. $(201,043) $(187,968) $(50,069) $(46,609) Change in plan assets Fair value of plan assets at beginning of year........... $ 195,612 $ 173,035 $ 22,908 $ 17,882 Actual return on plan assets. 27,088 34,621 3,211 3,697 Employer contribution......... - - 4,847 5,055 Benefits paid................. (10,249) (10,995) (3,644) (3,726) Transfers..................... 729 (1,049) - - Fair value of plan assets at end of year.............. $ 213,180 $ 195,612 $ 27,322 $ 22,908 Funded status at December 31................. $ 12,137 $ 7,644 $(22,747) $(23,701) Unrecognized transition amount...................... 3,670 4,003 41,167 44,108 Unrecognized prior service cost........................ 7,058 7,597 - - Unrecognized net gain......... (68,869) (65,305) (18,420) (20,407) Accrued benefit cost.......... $ (46,004) $(46,061) $ - $ - The following actuarial assumptions were used in calculating the plan's year- end funded status: At December 31, Pension Postretirement 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.......... $ 4,275 $ 4,021 $ 4,245 $ 858 $ 802 $ 914 Interest cost......... 13,192 13,398 12,808 3,439 3,352 3,559 Expected return on plan assets......... (15,626) (13,873) (12,344) (1,767) (1,385) (821) Amortization of unrecognized transition obligation.......... 334 334 334 2,941 2,941 2,941 Amortization of prior service cost........ 539 539 539 - - - Amortization of actuarial gain................ (2,771) (2,115) (1,315) - - - Other amortization, net................. - - - (624) (827) (352) Curtailment........... - (1,033) 1,917 - - - Net periodic (credit)/cost....... $ (57) $ 1,271 $ 6,184 $ 4,847 $ 4,883 $ 6,241 For calculating pension and postretirement benefit costs, the following assumptions were used: For the Years Ended December 31, Postretirement Pension Benefits 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 of net periodic retirement health care benefit costs................. $ 236 $ (224) Effect on accumulated post- retirement benefit obligation.................... 3,178 (2,952) The trust holding the health plan assets is subject to federal income taxes at a 39.6 percent tax rate. 7. PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION Details of preferred stock subject to mandatory redemption are: Shares Outstanding December 31, Description December 31, 1998 1998 1997 1996 (Thousands of Dollars) 10.60% Series A of 1991...... 3,000,000 $ 75,000 $100,000 $125,000 Less preferred stock to be redeemed within one year..... 1,000,000 25,000 25,000 25,000 Total................. $ 50,000 $ 75,000 $100,000 In case of default on dividends or 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 PSNH is in arrears in the payment of dividends on any outstanding shares of preferred stock, PSNH would be prohibited from redemption or purchase of less than all of the preferred stock outstanding. The Series A Preferred Stock is not subject to optional redemption by PSNH. It is subject to an annual sinking fund requirement of $25 million, which began on June 30, 1997, sufficient to retire annually 1,000,000 shares at $25 per share. 8. LONG-TERM DEBT Details of long-term debt outstanding are: At December 31, 1998 1997 ---- ---- (Thousands of Dollars) First Mortgage Bonds: 9.17% Series B, due 1998 $ - $170,000 Pollution Control Revenue Bonds: 7.65% Tax-Exempt Series A, due 2021........ 66,000 66,000 7.50% Tax-Exempt Series B, due 2021........ 108,985 108,985 7.65% Tax-Exempt Series C, due 2021........ 112,500 112,500 Adjustable Rate, Taxable, Series D,due 2021.. 39,500 39,500 Adjustable Rate, Taxable, Series E, due 2021. 69,700 69,700 6% Tax-Exempt, Series D, due 2021............ 75,000 75,000 6% Tax-Exempt, Series E due 2021 (a)......... 44,800 44,800 Less: Amounts due within one year........... - 170,000 Long-term debt, net................. $516,485 $516,485 (a) On April 23, 1998, PSNH amended and extended letters of credit and reimbursement agreements that provide credit support for $39.5 million principal amount of taxable Pollution Control Refunding Revenue Bonds (PCRB), 1991 Series D, due May 1, 2021, and $69.7 million principal amount of taxable PCRB, 1991 Series E, due 2021. The Series D and E taxable PCRB's are special limited obligations of the Business Finance Authority of the State of New Hampshire (BFA) and are payable solely by PSNH under the applicable loan and trust agreements. PSNH's obligations to make payments under the loan and trust agreements, letters of credit and reimbursement agreements are secured by approximately $110 million of first mortgage bonds and substantially all of PSNH's accounts receivable. On May 1, 1998, the $75 million principal amount of tax-exempt PCRB, 1992 Series D, due May 1, 2021, and $44.8 million principal amount of tax-exempt PCRB, 1993 Series E, due May 1, 2021, which were previously issued by the BFA on PSNH's behalf as variable rate bonds, were converted to fixed rate bonds bearing interest at 6 percent per annum. These bonds are special limited obligations of the BFA and are payable solely by PSNH under the applicable loan and trust agreement. There are neither cash sinking-fund requirements nor debt maturities existing for the years 1999 through 2003. There are annual renewal and replacement fund requirements equal to 2.25 percent of the average of net depreciable utility property owned by PSNH at the reorganization date, plus cumulative gross property additions thereafter. PSNH expects to meet these future fund requirements by certifying property additions. Any deficiency would need to be satisfied by the deposit of cash or bonds. PSNH's $75 million Revolving Credit Facility has a lien, on all PSNH property located in New Hampshire which will expire in April 1999. At December 31, 1998, there were no borrowings under the Revolving Credit Facility. Concurrent with the issuance of PSNH's Series A and B First Mortgage Bonds, PSNH entered into financing arrangements with the BFA. Pursuant to these arrangements, the BFA issued seven series of Pollution Control Revenue Bonds (PCRBs) and loaned the proceeds to PSNH. The average effective interest rates on the variable-rate pollution control notes ranged from 3.1 percent to 5.6 percent in 1998 and from 3.8 percent to 5.6 percent in 1997. PSNH's obligation to repay each series of PCRBs is secured by a series of first mortgage bonds that were issued under its indenture. Each such series of first mortgage bonds contains terms and provisions with respect to maturity, principal payment, interest rate, and redemption that correspond to those of the applicable series of PCRBs. For financial reporting purposes, these bonds would not be considered outstanding unless PSNH fails to meet its obligations under the PCRBs. The PCRBs, except for taxable Series D and E and tax-exempt Series D and E, are redeemable on or after May 1, 2001 and May 1, 2008, respectively, at the option of the company with accrued interest and at specified premiums. Under current interest rate elections by PSNH, the Series D and E PCRBs are redeemable at par plus accrued interest at the end of each interest-rate period. Future interest-rate elections by PSNH could significantly defer or eliminate the availability of optional redemptions by PSNH and could affect costs as well. 9. INCOME TAX EXPENSE The components of the federal and state income tax provisions charged to operations are: For the Years Ended December 31, 1998 1997 1996 (Thousands of Dollars) Current income taxes: Federal.............................. $(6,573) $67,148 $(4,978) State................................ 759 48 (1,605) Total current...................... (5,814) 67,196 (6,583) Deferred income taxes, net: Federal.............................. 78,022 20,983 95,225 State................................ 855 1,202 306 Total deferred..................... 78,877 22,185 95,531 Investment tax credits, net............ (511) (540) (548) Total income tax expense............... $72,552 $88,841 $88,400 The components of total income tax expense are classified as follows: Income taxes charged to operating expenses............................. $65,079 $86,450 $80,677 Other income taxes..................... 7,473 2,391 7,723 Total income tax expense............... $72,552 $88,841 $88,400 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........................... $(4,317) $(1,937) $(1,055) Deferred tax asset associated with NOL.............................. 69,212 - 96,756 Energy adjustment clauses.............. (765) 16,839 (10,716) Proceeds from the sale of NOX Credits.. (7,813) - - Nuclear plant deferrals................ 11,836 - - Amortization of regulatory settlement........................... 11,501 11,501 11,501 Other.................................. (777) (4,218) (955) Deferred income taxes, net............. $78,877 $22,185 $95,531 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.......... $57,484 $63,355 $64,931 Tax effect of differences: Depreciation......................... (38) 1,890 1,841 Amortization of acquisition costs.... 17,301 31,298 31,410 Seabrook intercompany gains and losses......................... 630 (3,898) (7,504) Adjustment for prior years' taxes.... (1,974) (2,034) (2,182) Investment tax credit amortization... (511) (540) (548) State income taxes, net of federal benefit.................... 306 1,085 (845) Other, net........................... (646) (2,315) 1,297 Total income tax expense............... $72,552 $88,841 $88,400 10.COMMITMENTS AND CONTINGENCIES A. Restructuring New Hampshire: In 1996, New Hampshire enacted legislation requiring a competitive electric industry beginning in 1998. In February 1997, the NHPUC issued its restructuring order, which would have forced PSNH and NAEC to write off all of their regulatory assets, and possibly to seek protection under Chapter 11 of the bankruptcy laws. The amount of potential write-off which would have been triggered by the order is currently estimated to be in excess of approximately $400 million, after taxes. Following the issuance of these orders, PSNH immediately sought declaratory and injunctive relief on various grounds in federal district court and has received a preliminary injunction that freezes implementation of the NHPUC's restructuring orders. Restructuring in New Hampshire has resulted in numerous subsequent proceedings within the federal and state legal systems. As the court proceedings are ongoing, PSNH continues to be involved in settlement discussions with representatives from the state of New Hampshire. PSNH hopes to reach a settlement, which would include, among other things, recovery of regulatory assets and stranded costs, rate reductions, an auction of PSNH's generating units and securitization of PSNH's stranded costs. If a settlement is not reached, a trial is expected to begin mid to late 1999. As a result of the February 1997 NHPUC decision and the potential consequences discussed above, the reports of our auditors on the individual financial statements of PSNH and NAEC contain explanatory paragraphs. Those explanatory paragraphs indicate that a substantial doubt exists currently about the ability of PSNH and NAEC to continue as going concerns. Management believes that PSNH is entitled to full recovery of its prudently incurred costs, including regulatory assets and other stranded costs. It bases this belief both on the general nature of public utility industry cost-of-service based regulation and the specific circumstances of the resolution of PSNH's previous bankruptcy proceedings and its acquisition by NU, including the recoveries provided by the Rate Agreement and related agreements. B. Rate Matters PSNH's Rate Agreement between NU, PSNH and the state of New Hampshire provided for seven base-rate increases of 5.5 percent per year beginning in 1990 and for the FPPAC. The final base-rate increase went into effect on June 1, 1996. The Rate Agreement contemplates that PSNH's rates are subject to traditional rate regulation after the fixed-rate period, which expired on May 31, 1997. The FPPAC, however, would continue through May 31, 2001, and other Rate Agreement requirements would continue in accordance with the terms of the agreement. A PSNH base-rate case was filed in May 1997, but was delayed in connection with the restructuring proceedings discussed above. In November 1997, the NHPUC ordered a temporary base rate reduction for PSNH of 6.87 percent effective December 1, 1997. The NHPUC also set an interim return on equity of 11 percent. In December 1998, the base-rate case was reopened and an updated rate case was filed. A final decision, which will be reconciled to July 1, 1997, is currently scheduled to be issued by June 1, 1999. Concurrently with the 6.87 percent rate reduction beginning in December 1997, the NHPUC allowed an FPPAC increase of approximately 6 percent. This rate increase was effective for the period from December 1, 1997, through May 31, 1998. On May 29, 1998, the NHPUC approved slightly more than a one percent increase in PSNH's FPPAC rate for the period June through November 1998. On December 1, 1998, the NHPUC allowed the current FPPAC rate to remain in place through May 31, 1999. As a result of this decision, unrecovered energy costs are projected to increase by approximately $17.4 million from January 1, 1999 through May 31, 1999, to an estimated balance of approximately $79.7 million. PSNH's ongoing restructuring settlement negotiations with the state of New Hampshire could resolve both the base-rate case and the FPPAC proceedings discussed above. FERC: 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 PSNH's net unamortized investment in CYAPC, which was approximately $5.5 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 PSNH's share would be approximately $1.9 million. NU 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. 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 attorney's 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 PSNH 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 pending enforcement actions and governmental investigations in the environmental area. Management cannot predict the outcome of these enforcement actions 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 PSNH's existing generating units, and transmission and distribution systems, and could raise operating costs significantly. As a result, PSNH 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. PSNH may also encounter significantly increased costs to remedy the environmental effects of prior waste handling activities. The cumulative long-term cost impact of increasingly stringent environmental requirements cannot be estimated accurately. PSNH has recorded a liability based upon currently available information for what it believes are its estimated environmental remediation costs that it expects to incur for waste disposal sites. In most cases, additional future environmental cleanup costs are not reasonably estimable due to a number of factors, including the unknown magnitude of possible contamination, the appropriate remediation methods, the possible effects of future legislation or regulation and the possible effects of technological changes. At December 31, 1998, the liability recorded by PSNH for its estimated environmental remediation costs, not considering any possible recoveries from third parties, amounted to approximately $7.9 million within a range of $7.9 million to $9.0 million. PSNH 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, PSNH will retain the risk loss, in part, for some environmental remediation costs. PSNH 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 PSNH's financial position or future results of operations. E. Spent Nuclear Fuel Disposal Costs Under the Nuclear Waste Policy Act of 1982, PSNH 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 are billed currently to customers and paid to the DOE on a quarterly basis. The DOE was originally scheduled to begin accepting delivery of spent fuel in 1998. However, delays in identifying a permanent storage site have continually postponed plans for the DOE's long-term storage and disposal site. 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. Current capability to store spent fuel at Seabrook are estimated to be adequate until at least the year 2010. Meeting spent fuel storage requirements beyond this period 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, an owner of a nuclear unit could be assessed in proportion to its ownership interest in each of its nuclear units up to $83.9 million. Payments of this assessment would be limited to $10.0 million in any one year per nuclear incident based upon the owner's pro rata ownership interest in each of its nuclear units. In addition, the owner would be subject to an additional 5 percent or $4.2 million, in proportion to its ownership interests in each of its nuclear units, if the sum of all claims and costs from any one nuclear incident exceeds the maximum amount of financial protection. Under the terms of the Seabrook Power Contracts with NAEC, PSNH could be obligated to pay for any assessment charged to NAEC as a "cost of service." Based on its ownership interest in Millstone 3 and NAEC's ownership interest in Seabrook 1, PSNH's maximum liability, including any additional assessments, would be $28.8 million per incident of which payments would be limited to $3.8 million per year. In addition, through power purchase contracts with VYNPC, PSNH would be responsible for up to an additional $3.5 million per incident, of which payments would be limited to a maximum of $0.4 million per year. Insurance has been purchased to cover the primary cost of repair, replacement or decontamination of utility property resulting from insured occurrences. PSNH is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessment against PSNH with respect to losses arising during the current policy year is approximately $0.4 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. PSNH is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessments against PSNH (including costs resulting from PSNH's contracts with NAEC), with respect to losses arising during current policy years are approximately $1.3 million under the replacement power policies and $4.1 million under the excess property damage, decontamination and decommissioning policies. Although PSNH has purchased the limits of coverage currently available from the conventional nuclear insurance pools, the cost of a nuclear incident could exceed available insurance proceeds. The NRC approved CYAPC's and MYAPC's requests for withdrawal from participation in the secondary financial protection program on November 19, 1998 and January 17, 1999, respectively, due to their permanently shutdown and defueled status. Therefore, neither CYAPC nor their sponsor companies have any future obligations for potential assessment. 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. PSNH currently forecasts construction expenditures of approximately $331.4 million for the years 1999-2003, including approximately $68.0 million for 1999. In addition, PSNH estimates that nuclear fuel requirements, for its share of Millstone 3, will be $4.5 million for the years 1999-2003, including $1.4 million for 1999. H. Long-Term Contractual Arrangements Yankee Companies: PSNH, CL&P and WMECO 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, O&M 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. PSNH's total cost of purchases under contracts with VYNPC, amounted to $7.0 million in 1998, $6.2 million in 1997 and $6.5 million in 1996. PSNH may also be asked to provide direct or indirect financial support for one or more of the Yankee companies, including VYNPC. Nonutility Generators (NUGs): PSNH has requirements under various arrangements for the purchase of capacity and energy from NUGs. These arrangements have terms from 20 to 30 years, currently expiring in the years 1998 through 2023, and require PSNH to purchase energy at specified prices or formula rates. For the 12- month period ending December 31, 1998, approximately 13 percent of the NU system electricity requirements were met by NUGs. PSNH's total cost of purchases under these arrangements amounted to $139.1 million in 1998, $133.1 million in 1997 and $132.6 million in 1996. New Hampshire Electric Cooperative: PSNH entered into a buy-back agreement to purchase the capacity and energy of the New Hampshire Electric Cooperative, Inc.'s (NHEC) share of Seabrook 1 and to pay all of NHEC's Seabrook 1 costs for a ten-year period, which began on July 1, 1990. The total cost of purchases under this agreement was $29.7 million in 1998, $23.4 million in 1997 and $14.6 million in 1996. The total cost of these purchases has been collected through the FPPAC in accordance with the Rate Agreement. Although under the agreement NHEC agreed to continue as a firm- requirements customer of PSNH for 15 years, it has recently received a FERC ruling allowing it to purchase power from qualifying facilities. The ruling allows that the price for such purchases may be determined through negotiation between NHEC and the qualifying facility. The financial impact of this decision in the future will vary depending upon the level of purchases made by NHEC from the qualifying purchasers. NHEC also is seeking to be able to purchase energy under the agreement from competitive sources once competition has begun in its service territory. A final FERC decision is expected by March 1999. The financial impact of this decision in the future will depend upon the implementation of restructuring in NHEC's service territory. Hydro-Quebec: Along with other New England utilities, PSNH, CL&P, WMECO, and HWP have entered into agreements to support transmission and terminal facilities to import electricity from the Hydro-Quebec system in Canada. PSNH 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 PSNH's significant long-term contractual arrangements are as follows: 1999 2000 2001 2002 2003 ---- ---- ---- ---- ---- (Millions of Dollars) VYNPC......... $ 7.5 $ 6.9 $ 7.5 $ 7.7 $ 7.1 NUGs.......... 142.9 147.1 151.3 155.5 160.3 NHEC.......... 30.0 14.6 - - - Hydro-Quebec.. 10.0 9.6 9.3 9.1 8.9 I. Deferred Receivable from Affiliated Company At the time PSNH emerged from bankruptcy on May 16, 1991, in accordance with the phase-in under the Rate Agreement, it began accruing a deferred return on a portion of its Seabrook investment. From May 16, 1991 to the Acquisition Date, PSNH accrued a deferred return of $50.9 million. On the Acquisition Date, PSNH sold the $50.9 million deferred return to NAEC as part of the Seabrook- related assets. At the time PSNH transferred the deferred return to NAEC, it realized, for income tax purposes, a gain that is deferred under the consolidated income tax rules. Beginning December 1, 1997, this gain is being restored for income tax purposes, as the deferred return of $50.9 million, and the associated income taxes of $32.9 million, are being collected by NAEC through the Seabrook Power Contracts. As NAEC recovers the $32.9 million in years eight through ten of the Rate Agreement, it will be obligated to make these corresponding payments to PSNH. On the Acquisition Date, PSNH recorded the $32.9 million of income taxes associated with the deferred return as a deferred receivable from NAEC, with a corresponding entry to deferred revenue, on its Balance Sheet. In 1993, due to changes in tax rates, this amount was adjusted to $33.2 million. For further information related to the phase-in of the Seabrook power plant, see Note 2, "Seabrook Power Contracts." See Note 10A, "Commitments and Contingencies - Restructuring" for the possible impacts of the NHPUC's decision related to industry restructuring on this intercompany transaction between PSNH and NAEC. 11. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each of the following financial instruments: Cash and cash equivalents: The carrying amounts approximate fair value due to short-term nature of cash and cash equivalents. 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 $321,000 held for benefit of the Supplemental Executive Retirement Plan were recorded on the balance sheet at their fair market value at December 31, 1998, of $2.2 million. Preferred stock and long-term debt: The fair value of PSNH'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 amounts of PSNH's financial instruments and the estimated fair values are as follows: Carrying Fair At December 31, 1998 Amount Value (Thousands of Dollars) Preferred stock subject to mandatory redemption............... $ 75,000 $ 78,000 Other long-term debt................. $516,485 $535,401 Carrying Fair At December 31, 1997 Amount Value (Thousands of Dollars) Preferred stock subject to mandatory redemption............... $100,000 $ 99,000 Long-term debt - First mortgage bonds 170,000 170,424 Other long-term debt................. 516,485 537,599 The fair values shown above have been reported to meet the disclosure requirements and do not purport to represent the amounts at which those obligations would be settled. 12. OTHER COMPREHENSIVE INCOME During 1998, the NU system 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, PSNH 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 gain on securities.............. $ - $1,198 $1,198 Minimum pension liability adjustment.... - (194) (194) Accumulated other comprehensive income.... $ - $1,004 $1,004 The changes in the components of other comprehensive income are reported on the Statements of Comprehensive Income net of the following income tax effects: 1998 1997 1996 (Thousands of Dollars) Unrealized gain on securities............. $(660) $ - $ - Minimum pension liability adjustment... 107 - - Other comprehensive income................. $ 553 $ - $ - To the Board of Directors of Public Service Company of New Hampshire: We have audited the accompanying balance sheets of Public Service Company of New Hampshire (a New Hampshire corporation and a wholly owned subsidiary of Northeast Utilities) as of December 31, 1998 and 1997, and the related 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 Public Service Company of New Hampshire as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 10A, on February 28, 1997, the State of New Hampshire Public Utilities Commission (the NHPUC) issued an order outlining its final plan to restructure the electric utility industry. The final plan announced a departure from cost-based rate making, which, if implemented, would require the company to discontinue the application of Financial Accounting Standard No. 71, "Accounting for the Effects of Certain Types of Regulation," (FAS 71). The implementation of the final plan, including the effect of the discontinuation of FAS 71, would result in after tax write-off of over $400 million. Such a write-off would cause the company to be in technical default under financial covenants imposed by lenders, which, would, if not waived or renegotiated, give rise to the rights of lenders to accelerate the repayment of approximately $516 million of the company's indebtedness and approximately $475 million of an affiliated company's indebtedness. These conditions raise substantial doubt about the company's ability to continue as a going concern. The financial statements referred to above do not include any adjustments that might result from the outcome of this uncertainty. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Hartford, Connecticut February 23, 1999 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE Management's Discussion and Analysis of Financial Condition and Results of Operations This section contains management's assessment of Public Service Company of New Hampshire's (PSNH or the company) financial condition and the principal factors having an impact on the results of operations. The company is a wholly-owned subsidiary of Northeast Utilities (NU). This discussion should be read in conjunction with the company's financial statements and footnotes. FINANCIAL CONDITION Earnings Overview PSNH had net income of approximately $92 million for 1998, essentially unchanged from the same period in 1997. Lower operating revenues as a result of rate decreases were offset by lower operating expenses and lower interest costs. Operating revenues fell 2 percent despite a 2.3 percent increase in retail kilowatt-hour sales. The resolution of New Hampshire restructuring and the final decision in PSNH's rate case, that is currently scheduled to be issued in 1999, will impact PSNH's ability to improve its results in 1999. Restructuring Although PSNH continues to operate under cost-of-service based regulation, future rates and the recovery of stranded costs are issues that will be addressed as restructuring legislation is implemented. Stranded costs are expenditures or commitments that have been made to meet public service obligations with the expectation that they would be recovered from customers. However, under certain circumstances these costs might not be recoverable from customers in a fully competitive electric utility industry (i.e., the costs may result in above-market energy prices). PSNH has exposure to stranded costs for its investments in high-cost nuclear generating plants, state-mandated purchased-power obligations and significant regulatory assets. As of December 31, 1998, PSNH's net investment in nuclear generating plants, was approximately $83 million, and its regulatory assets were approximately $610 million. PSNH's financial strength will be negatively affected if it is unable to recover their past investments and commitments. Restructuring efforts in New Hampshire have resulted in numerous proceedings within the federal and state court systems. The New Hampshire Public Utilities Commission's (NHPUC) 1997 restructuring orders have been prevented from being implemented as a result of various court actions pending the outcome of a full trial in the U.S. District Court. The 1997 orders would have forced PSNH to write-off substantially all of its regulatory assets. A trial is expected to begin in mid to late 1999. In January 1999, the NHPUC issued an order stating that it intends to reopen restructuring hearings. PSNH has requested the federal court to enforce its preliminary injunction barring the NHPUC from proceeding with restructuring efforts pending the court's decision on the merits after trial. The NHPUC has agreed to delay this new proceeding until the federal court has had an opportunity to rule on PSNH's enforcement motion. The litigation has caused New Hampshire to fall behind several other Northeast states in implementing industry restructuring. PSNH hopes to reach a settlement that would include, among other things, substantial rate reductions, customer choice, an auction of PSNH's generating units and securitization of PSNH's stranded costs. PSNH believes that a negotiated resolution of outstanding restructuring and rate issues would be in the best interests of the state, the company and customers. Rate Matters In May 1998, the NHPUC approved slightly more than a 1 percent net increase in PSNH's fuel and purchased-power adjustment clause (FPPAC) rate for the period June through November 1998. As part of this proceeding, PSNH agreed to offset in base rates the scheduled reduction in acquisition premium amortization with the scheduled amortization of the Seabrook deferred return. On December 1, 1998, the NHPUC approved a Stipulation and Settlement executed by PSNH, the NHPUC staff, and the Governor's Office of Energy and Community Services. They recommended that PSNH's currently effective FPPAC rate be continued for another six-month period - December 1, 1998, through May 31, 1999. The FPPAC rate currently in effect will produce an estimated $80 million underrecovery as of May 31, 1999. All other FPPAC costs are being recovered on a current basis. A PSNH rate case has been pending at the NHPUC since May 1997 but was delayed in connection with various restructuring proceedings. In November 1997, the NHPUC ordered a temporary rate reduction of 6.87 percent effective December 1, 1997. A final rate case decision currently is scheduled to be issued by June 1, 1999, the same date when PSNH's FPPAC rate is scheduled to be set for the second half of 1999. The final decision will be reconciled to July 1, 1997. PSNH's ongoing settlement negotiations with the State of New Hampshire could resolve both the rate case and FPPAC issues discussed above. Millstone 3 PSNH has a 2.85 percent joint ownership interest in Millstone 3. 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. PSNH's share of the operation, maintenance and replacement power costs associated with Millstone 3 totaled approximately $5 million in 1998, down from $11 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. Seabrook PSNH is obligated to purchase North Atlantic Energy Corporation's (NAEC) 35.98 percent share of the capacity and output generated by Seabrook 1(Seabrook) under the Seabrook Power Contract for a period equal to the length of the NRC full-power operating license for Seabrook (through 2026) whether or not Seabrook is operating and without regard to the cost of alternative sources of power. North Atlantic Energy Service Corporation is the managing agent and operates Seabrook. Seabrook operated at a capacity factor of 82.8 percent in 1998, compared to 78.3 percent for the same period in 1997. The unit operated well, except for two unplanned outages, one in late 1997 through early 1998 and the other in mid-1998, to repair the control building's air-conditioning system. Seabrook is scheduled to begin a refueling outage in March 1999. Liquidity And Capital Resources Cash provided from operations totaled approximately $217 million in 1998 compared to $233 million in 1997, primarily due to the billing from NAEC of the Seabrook phase-in costs beginning in December 1997 which were not being recovered from customers for the first six months of 1998. Approximately $195 million of net cash flows were used to repay long-term debt and preferred stock in 1998, compared to only $25 million in 1997. Another $9 million was used to pay cash dividends on preferred stock in 1998 compared to $97 million in 1997 for common and preferred dividends. Approximately $46 million of net cash flows was used for investment in plant and other investment activities compared to a net of $17 million in 1997. During 1998 PSNH converted a total of $119.8 million variable-rate tax exempt debt to fixed-rate tax exempt debt carrying an interest rate of 6.0 percent. PSNH met a $170 million bond maturity in May 1998 with cash on hand and operating cash flows and successfully extended $190 million in credit ($75 million in bank credit lines and $115 million in letters of credit). In September 1998, S&P upgraded PSNH's first mortgage bonds. The rating agency actions were due in part to the NU system's success in 1998 in maintaining access to its various credit lines. PSNH renegotiated a one-year extension of the $75 million revolving credit agreement in April 1998. PSNH's revolving credit agreement expires on April 22, 1999, and the company currently does not intend to renew it. PSNH will fund its needs through operating cash flows or other short-term credit arrangements which may be negotiated later in the year. PSNH has had no borrowings under that line since October 1998. PSNH expects to renew the bank letters of credit that support nearly $110 million of taxable variable-rate pollution control bonds. Those letters of credit also expire April 22, 1999. Nuclear Decommissioning The staff of the SEC has questioned certain current accounting practices of the electric utility industry, regarding the recognition, measurement and classification of decommissioning costs for nuclear generating units in the financial statements. In response to these questions, the Financial Accounting Standards Board (FASB) had agreed to review the accounting for closure and removal costs, including decommissioning. If current electric utility industry accounting practices for nuclear power plant decommissioning are changed, the annual provision for decommissioning could increase relative to 1998, and the estimated cost for decommissioning could be recorded as a liability (rather than as accumulated depreciation), with recognition of an increase in the cost of the related nuclear power plant. As management believes decommissioning costs will continue to be recovered through rates, changes to the accounting will not affect net income. Yankee Companies PSNH has a 5 percent ownership interest in the Connecticut Yankee Atomic Power Company (CYAPC), a 7 percent ownership interest in Yankee Atomic Electric Company (YAEC), a 5 percent ownership interest in Maine Yankee Atomic Power Company (MYAPC)and a 4 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, PSNH's share of its estimated remaining contract obligations, including decommissioning, amounted to approximately $66.5 million: $5.7 million for YAEC, $24.9 million for CYAPC and $35.8 million for MYAPC. Under the terms of the contracts with the Yankee companies, PSNH is responsible for its proportionate share of the costs of the units including decommissioning. Management expects to recover these costs from customers. Accordingly, PSNH has recognized these costs as a regulatory asset, with a corresponding obligation on its balance sheet. PSNH 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 FERC, will resolve all the issues in the FERC decommissioning rate case proceeding. NU 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 these proceedings see the "Notes to Consolidated Financial Statements," Note 10B. PSNH's ownership share of estimated costs, in year-end 1998 dollars, of decommissioning the nuclear plant owned by VYNPC is approximately $21.2 million. Millstone 3 and Seabrook 1 PSNH's estimated cost to decommission its share of Millstone 3 is approximately $15.9 million in year-end 1998 dollars. These costs are being recognized over the life of the unit with a portion currently being recovered through rates. As of December 31, 1998, the market value of the contributions already made to the decommissioning trust, including its investment return, was approximately $5.6 million. PSNH is obligated to pay NAEC's share of Seabrook's decommissioning costs even if the unit is shut down prior to the expiration of its license. NAEC's estimated cost to decommission its share of Seabrook is approximately $175.9 million in year-end 1998 dollars. These costs are being recognized over the life of the unit with a portion currently being recovered through PSNH's rates. As of December 31, 1998, the market value of the contributions already made to Seabrook's decommissioning financing fund, including its investment returns, was approximately $35.2 million. See the "Notes to Consolidated Financial Statements," Note 4, for further information on nuclear decommissioning. Year 2000 Issue 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 PSNH 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 PSNH. At December 31, 1998, PSNH had recorded an environmental reserve of approximately $7.9 million. See the "Notes to Consolidated Financial Statements," Note 10D, 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 $(21) (2)% $ (2) (-)% Fuel, purchased and net interchange power (5) (1) (30) (8) Other operation 34 9 42 13 Maintenance 13 35 (7) (16) Amortization of regulatory assets, net (30) (53) - - Federal and state income taxes (16) (18) - - Other, net 9 12 (7) (92) Interest on long-term debt (8) (15) (6) (11) Other interest expense - - (3) (91) (a) Percent greater than 100. Operating Revenues Retail nonfuel revenues decreased $97 million due to the 1997 retail rate decrease and the June 1998 base rate offset described under "Rate Matters." This decrease was partially offset by higher fuel recoveries and higher retail sales. Fuel recoveries increased $66 million due to the higher FPPAC rate and the base rate offset. Retail kilowatt-hour sales were 2.3 percent higher for 1998 and contributed approximately $9 million to nonfuel revenues. Total operating revenues decreased in 1997 primarily due to lower fuel recoveries, partially offset by higher retail revenues. Fuel recoveries decreased approximately $12 million, primarily due to the customer refund ordered by the NHPUC. Retail revenues increased approximately $9 million, primarily due to the June 1996 rate increase, partially offset by the December 1997 rate decrease and higher price discounts to retain customers. Retail sales were essentially unchanged. Fuel Expense The change in fuel, purchased and net interchange power expense was not significant in 1998. Fuel, purchased and net interchange power expense decreased in 1997, primarily due to the timing in the recognition of fuel expenses under the FPPAC, partially offset by higher purchased power costs. Other Operation and Maintenance Expense Other operation maintenance increased in 1998 primarily due to higher costs associated with the Seabrook Power Contract as a result of the amortization of Seabrook phase-in costs that began in June 1998 ($57 million) and higher costs related to the January ice storm, net of insurance proceeds, ($8 million); partially offset by the recognition of environmental insurance proceeds ($12 million) and lower costs at Millstone 3 and the Maine Yankee nuclear unit ($10 million). Other operation and maintenance expense increased in 1997 primarily due to higher capacity charges under the Seabrook Power Contract as a result of the scheduled May 1997 refueling and maintenance outage and the unplanned December 1997 outage ($23 million), higher capacity purchases from the New Hampshire Electric Cooperative ($11 million), higher capacity charges from MYAPC ($4 million) and higher costs for PSNH's share of Millstone 3 ($2 million), partially offset by lower fossil costs ($4 million) and lower administration and sales costs ($3 million). Amortization of Regulatory Assets Amortization of regulatory assets decreased in 1998, primarily due to the completion of the amortization of a portion of the company's acquisition premium ($40 million), partially offset by the additional amortization of Seabrook phase-in costs($10 million). The change in amortization of regulatory assets in 1997 was not significant. Federal and State Income taxes Federal and state income taxes decreased in 1998 compared to 1997 primarily due to lower taxable income. The change in federal and state income taxes was not significant in 1997. Other, net income Other, net income increased in 1998, primarily due to the amortization of the taxes associated with the Seabrook-phase-in costs which began in December 1997. Other, net income decreased in 1997, primarily due to the deferral in 1996 of interest expense ($5 million) associated with the FPPAC refund. Interest on Long-Term Debt Interest on long-term debt decreased due to the maturity of bonds ($170 million) in May 1998. Interest on long-term debt decreased in 1997, primarily due to the repayment of the $172.5 million Series A first-mortgage bond in May 1996. Other Interest Expense The change in other interest in 1998 was not significant. Other interest expense decreased in 1997, primarily due to 1996 interest expense ($5 million) associated with the FPPAC refund. Public Service Company of New Hampshire SELECTED FINANCIAL DATA (a) Jan. 1, 1998 Jan. 1, 1997 Jan. 1, 1996 to to to For the Periods Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1996 ------------- ------------- -------------- (Thousands of Dollars) Operating Revenues........... $1,087,247 $1,108,459 $1,110,169 Operating Income............. 131,199 144,024 155,758 Net Income................... 91,686 92,172 97,465 Cash Dividends on Common Stock............... - 85,000 52,000 At Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1996 ------------- ------------- ------------- Total Assets................. $2,681,595 $2,837,159 $2,851,212 Long-Term Debt (b)........... 516,485 686,485 686,485 Preferred Stock Subject to Mandatory Redemption(b).............. 75,000 100,000 125,000 Obligations Under Seabrook Power Contracts and Other Capital Leases(b).......... 838,100 921,813 914,617 (a) Reclassifications of prior data have been made to conform with the current presentation. (b) Includes portions due within one year. Public Service Company of New Hampshire SELECTED FINANCIAL DATA Jan. 1, 1995 Jan. 1, 1994 to to Dec. 31, 1995 Dec. 31, 1994 ------------- ------------- (Thousands of Dollars) $979,971 $922,039 155,628 152,086 83,255 77,444 52,000 - Dec. 31,1995 Dec. 31, 1994 ------------ ------------- $2,920,487 $2,845,967 858,985 999,985 125,000 125,000 915,288 887,967 Public Service Company of New Hampshire - ----------------------------------------------------------------------------- STATISTICS (Unaudited) - ----------------------------------------------------------------------------- Average Gross Electric Annual Utility Plant Use Per December 31, kWh Residential Electric (Thousands of Sales Customer Customers Employees Dollars)(a) (Millions) (kWh) (Average) (December 31) 1998 $2,302,254 12,579 6,347 421,602 1,265 1997 2,312,628 13,340 6,528 407,642 1,254 1996 2,382,009 13,601 6,567 407,082 1,279 1995 2,469,474 11,001 6,524(c) 406,077 1,325 1994 2,521,960 11,008 6,768 400,775 1,374 - ----------------------------------------------------------------------------- STATEMENTS OF QUARTERLY FINANCIAL DATA (Unaudited) - ----------------------------------------------------------------------------- Quarter Ended (b) ----------------- 1999 March 31 June 30 Sept.30 Dec. 31 - ------------------------------------------------------------------------------ Operating Revenues... $261,745 $250,784 $286,614 $288,104 Operating Income..... $ 18,769 $ 42,406 $ 37,434 $ 32,590 Net Income........... $ 6,791 $ 31,601 $ 29,892 $ 23,402 1997 March 31 June 30 Sept.30 Dec. 31 - ------------------------------------------------------------------------------- Operating Revenues... $278,321 $257,098 $285,390 $287,650 Operating Income..... $ 44,776 $ 34,190 $ 32,166 $ 32,892 Net Income........... $ 32,295 $ 21,289 $ 18,900 $ 19,688 (a) Includes reclassification of the unamortized acquisition costs to gross utility plant. (b) Reclassifications of prior data have been made to conform with the current presentation. (c) Effective January 1, 1996, the amounts shown reflect billed and unbilled sales. 1995 has been restated to reflect this change.