1998 Annual Report North Atlantic Energy Corporation Index Contents Page Balance Sheets........................................ 2 Statements of Income.................................. 4 Statements of Cash Flows.............................. 5 Statements of Common Stockholder's Equity............. 6 Notes to Financial Statements......................... 7 Report of Independent Public Accountants.............. 22 Management's Discussion and Analysis of Financial Condition and Results of Operations................. 24 Selected Financial Data............................... 30 Statistics (Unaudited)................................ 30 Statements of Quarterly Financial Data (Unaudited).... 30 Bondholder Information................................ Back Cover PART I. FINANCIAL INFORMATION NORTH ATLANTIC ENERGY CORPORATION BALANCE SHEETS - ----------------------------------------------------------------------------------------- At December 31, 1998 1997 - ----------------------------------------------------------------------------------------- (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric................................................ $ 753,379 $ 779,111 Less: Accumulated provision for depreciation......... 165,114 143,778 ------------- ------------- 588,265 635,333 Construction work in progress........................... 7,090 4,616 Nuclear fuel, net....................................... 23,644 27,413 ------------- ------------- Total net utility plant............................. 618,999 667,362 ------------- ------------- Other Property and Investments: Nuclear decommissioning trust, at market................ 35,210 26,547 ------------- ------------- 35,210 26,547 ------------- ------------- Current Assets: Cash.................................................... 71 13 Special deposits........................................ 11,198 - Notes receivable from affiliated companies.............. 30,350 - Receivables from affiliated companies................... 23,804 25,695 Taxes receivable........................................ 7,887 4,613 Materials and supplies, at average cost................. 12,812 13,003 Prepayments and other................................... 2,198 4,220 ------------- ------------- 88,320 47,544 ------------- ------------- Deferred Charges: Regulatory assets....................................... 199,882 269,484 Unamortized debt expense................................ 2,742 3,702 ------------- ------------- 202,624 273,186 ------------- ------------- Total Assets........................................ $ 945,153 $ 1,014,639 ============= ============= See accompanying notes to financial statements. NORTH ATLANTIC ENERGY CORPORATION 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................................ 160,999 160,999 Retained earnings....................................... 43,196 58,702 ------------- ------------- Total common stockholder's equity.............. 204,196 219,702 Long-term debt.......................................... 405,000 475,000 ------------- ------------- Total capitalization........................... 609,196 694,702 ------------- ------------- Current Liabilities: Notes payable to affiliated companies................... - 9,950 Long-term debt--current portion......................... 70,000 20,000 Accounts payable........................................ 5,924 7,912 Accounts payable to affiliated companies................ 867 6,040 Accrued interest........................................ 2,987 3,025 Accrued taxes........................................... 710 - Other................................................... 285 1,055 ------------- ------------- 80,773 47,982 ------------- ------------- Deferred Credits: Accumulated deferred income taxes....................... 209,634 216,701 Deferred obligation to affiliated company............... 22,728 32,472 Other................................................... 22,822 22,782 ------------- ------------- 255,184 271,955 ------------- ------------- Commitments and Contingencies (Note 7) ------------- ------------- Total Capitalization and Liabilities........... $ 945,153 $ 1,014,639 ============= ============= See accompanying notes to financial statements. NORTH ATLANTIC ENERGY CORPORATION STATEMENTS OF INCOME - ------------------------------------------------------------------------------------ For the Years Ended December 31, 1998 1997 1996 - ------------------------------------------------------------------------------------ (Thousands of Dollars) Operating Revenues................................. $ 276,685 $ 192,381 $ 162,152 ---------- ---------- ---------- Operating Expenses: Operation -- Fuel.......................................... 13,305 13,405 15,013 Other......................................... 36,763 39,091 35,268 Maintenance...................................... 14,120 24,146 9,154 Depreciation..................................... 25,381 25,170 24,056 Amortization of regulatory assets, net........... 85,464 6,270 (912) Federal and state income taxes................... 36,194 14,845 12,341 Taxes other than income taxes.................... 11,401 12,393 12,343 ---------- ---------- ---------- Total operating expenses................... 222,628 135,320 107,263 ---------- ---------- ---------- Operating Income................................... 54,057 57,061 54,889 ---------- ---------- ---------- Other Income: Deferred Seabrook return--other funds............ 6,731 7,205 7,700 Other, net....................................... (8,435) (747) 1,200 Income taxes..................................... 14,378 4,394 5,052 ---------- ---------- ---------- Other income, net.......................... 12,674 10,852 13,952 ---------- ---------- ---------- Income before interest charges............. 66,731 67,913 68,841 ---------- ---------- ---------- Interest Charges: Interest on long-term debt....................... 50,082 50,722 52,414 Other interest................................... (676) 649 (697) Deferred Seabrook return--borrowed funds......... (12,169) (13,411) (14,948) ---------- ---------- ---------- Interest charges, net...................... 37,237 37,960 36,769 ---------- ---------- ---------- Net Income......................................... $ 29,494 $ 29,953 $ 32,072 ========== ========== ========== See accompanying notes to financial statements. NORTH ATLANTIC ENERGY CORPORATION STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------------------------- For the Years Ended December 31, 1998 1997 1996 - -------------------------------------------------------------------------------------------------- (Thousands of Dollars) Operating Activities: Net Income.................................................. $ 29,494 $ 29,953 $ 32,072 Adjustments to reconcile to net cash from operating activities: Depreciation.............................................. 25,381 25,170 24,056 Amortization of nuclear fuel.............................. 10,453 10,705 11,668 Deferred income taxes and investment tax credits, net..... 6,010 22,649 15,749 Deferred return - Seabrook................................ (18,900) (20,616) (22,648) Amortization of nuclear plants return..................... 86,376 7,182 - Amortization of other regulatory assets................... (912) (912) (912) Amortization of deferred obligation to affiliated company. (9,744) (812) - Sale of Seabrook 2 steam generator........................ - - 20,931 Other sources of cash..................................... 24,643 12,776 10,087 Other uses of cash........................................ (6,429) (9,406) (2,582) Changes in working capital: Receivables............................................... 1,891 (9,273) 2,270 Materials and supplies.................................... 191 90 (824) Accounts payable.......................................... (7,161) (11,835) 19,509 Accrued taxes............................................. 710 (3,486) 2,140 Other working capital (excludes cash)..................... (13,258) 3,429 (7,675) ----------- ----------- ----------- Net cash flows from operating activities...................... 128,745 55,614 103,841 ----------- ----------- ----------- Financing Activities: Net (decrease)/increase in short-term debt.................. (9,950) 7,450 (5,500) Reacquisitions and retirements of long-term debt............ (20,000) (20,000) (45,000) Cash dividends on common stock.............................. (45,000) (25,000) (38,000) ----------- ----------- ----------- Net cash flows used for financing activities.................. (74,950) (37,550) (88,500) ----------- ----------- ----------- Investment Activities: Investment in plant: Electric utility plant.................................... (9,028) (6,606) (5,921) Nuclear fuel.............................................. (6,474) (6,147) (15,752) ----------- ----------- ----------- Net cash flows used for investments in plant............ (15,502) (12,753) (21,673) Investment in NU system Money Pool.......................... (30,350) - 2,500 Investment in nuclear decommissioning trusts................ (7,885) (5,597) (4,404) Other investment activities, net............................ - - 222 ----------- ----------- ----------- Net cash flows used for investments........................... (53,737) (18,350) (23,355) ----------- ----------- ----------- Net increase/(decrease) in cash for the period................ 58 (286) (8,014) Cash - beginning of period.................................... 13 299 8,313 ----------- ----------- ----------- Cash - end of period.......................................... $ 71 $ 13 $ 299 =========== =========== =========== Supplemental Cash Flow Information: Cash paid/(refunded) during the year for: Interest, net of amounts capitalized........................ $ 42,498 $ 45,297 $ 46,322 =========== =========== =========== Income taxes................................................ $ 22,136 $ - $ (13,160) =========== =========== =========== See accompanying notes to financial statements. NORTH ATLANTIC ENERGY CORPORATION STATEMENTS OF COMMON STOCKHOLDER'S EQUITY - ----------------------------------------------------------------------------------- Capital Retained Common Surplus, Earnings Stock Paid In (a) Total - ----------------------------------------------------------------------------------- (Thousands of Dollars) Balance at January 1, 1996 ............. $ 1 $ 160,999 $ 59,677 $ 220,677 Net income.......................... 32,072 32,072 Cash dividends...................... (38,000) (38,000) ---------- ---------- --------- ---------- Balance at December 31, 1996............ 1 160,999 53,749 214,749 Net income.......................... 29,953 29,953 Cash dividends...................... (25,000) (25,000) ---------- ---------- --------- ---------- Balance at December 31, 1997............ 1 160,999 58,702 219,702 Net income.......................... 29,494 29,494 Cash dividends...................... (45,000) (45,000) ---------- ---------- --------- ---------- Balance at December 31, 1998............ $ 1 $ 160,999 $ 43,196 $ 204,196 ========== ========== ========= ========== (a) All retained earnings are available for distribution, plus an allowance of $10 million. However, there is a 25% common equity ratio test that must be met in order to comply with the 1995 Term Credit Agreement maturing November 2000. Therefore, the company can pay out all of its retained earnings plus a portion of the allowance. Currently there is $45.8 million available for dividends. See accompanying notes to financial statements. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. About North Atlantic Energy Corporation North Atlantic Energy Corporation (NAEC or the company), The Connecticut Light and Power Company (CL&P), Public Service Company of New Hampshire (PSNH), Western Massachusetts Electric Company (WMECO), 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 or Seabrook 1, a 1,148 megawatt nuclear 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 NAEC, 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. NAEC is subject to further regulation for rates, accounting and other matters by the FERC and/or 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 NAEC and CL&P and has operational responsibility 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) 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 establishes accounting and reporting standards for derivative instruments and hedging activities. This statement becomes effective for NAEC on January 1, 2000 and will require derivative instruments used by NAEC to be recognized on the balance sheets as assets or liabilities at fair value. NAEC uses derivative instruments for hedging purposes. The accounting for these hedging instruments will depend on which hedging classification each derivative instrument falls under, as defined by SFAS 133, offset by any changes in the market value of the hedged item. Based on the derivative instruments which are currently being utilized by NAEC to hedge some of its interest-rate risks, there will be an impact on earnings upon adoption of SFAS 133 which management cannot estimate at this time. For further information regarding derivative instruments, see Note 8, "Market Risk-Management." D. Jointly Owned Electric Utility Plant NAEC has a 35.98 percent joint-ownership interest in Seabrook which includes the 0.4 percent ownership interest in Seabrook 1 which NAEC acquired from Vermont Electric Generation and Transmission Cooperative in February 1994. NAEC sells all of its entitlement to the capacity and output of the Seabrook nuclear generating unit to PSNH under the Seabrook Power Contracts. As of December 31, 1998 and 1997, plant-in-service included approximately $721.2 million and $723.2 million, respectively, and the accumulated provision for depreciation included approximately $130.7 million and $116.1 million, respectively, for NAEC's share of Seabrook 1. NAEC's share of Seabrook 1 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 3.5 percent in 1998 and 1997, and 3.4 percent in 1996. See Note 2, "Nuclear Decommissioning" for additional information on nuclear plant decommissioning. F. Seabrook Power Contracts PSNH and NAEC have entered into the Seabrook Power Contracts which obligate PSNH to purchase NAEC's 35.98 percent ownership of the capacity and output of Seabrook 1 for the term of Seabrook 1's Nuclear Regulatory Commission (NRC) operating license. Under these contracts, PSNH is obligated to pay NAEC's cost of service during this period, regardless if 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. The Seabrook Power Contracts established the value of the initial investment in Seabrook (initial investment) at $700-million. As prescribed by the 1989 rate agreement between NU, PSNH, the State of New Hampshire (Rate Agreement), as of May 1, 1996, NAEC phased into rates 100 percent of the recoverable portion of its investment in Seabrook 1. From June 5, 1992 (the date NU acquired PSNH and NAEC acquired Seabrook 1 from PSNH - 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 began to be billed through the Seabrook Power Contracts to PSNH, and will be fully recovered from customers by May 2001. NAEC is depreciating 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 Seabrook 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 Seabrook 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). G. Regulatory Accounting and Assets The accounting policies of the company and the accompanying financial statements conform to generally accepted accounting principles applicable to rate-regulated enterprises and reflect the effects of the ratemaking process in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Assuming a cost-of- service based regulatory structure, regulators may permit incurred costs, normally treated as expenses, to be deferred and recovered through future revenues. Through their actions, regulators also may reduce or eliminate the value of an asset, or create a liability. If any portion of the company's operations were no longer subject to the provisions of SFAS 71, the company would be required to write off all of its related regulatory assets and liabilities unless there is a formal transition plan which provides for the recovery, through established rates, for the collection of these costs through a portion of the business which would remain regulated on a cost-of- service basis. At the time of transition, NAEC would be required to determine any impairment to the carrying costs of deregulated plant and inventory assets. The issue of restructuring the electric utility industry in New Hampshire is currently the focus of negotiations and proceedings within the federal and state legal systems. The outcome of these court proceedings will impact NAEC due to NAEC's contractual relationship with PSNH through the Seabrook Power Contracts. Management continues to believe that NAEC's use of regulatory accounting emains appropriate while this issue remains in litigation. For further information on NAEC's regulatory environment and the potential impacts of restructuring, see Note 7A, "Commitments and Contingencies - Restructuring," and Management's Discussion and Analysis of Financial Condition and Results of Operations (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 the operating companies, including NAEC, will recover their investments in long-lived assets, including regulatory assets. The components of NAEC's regulatory assets are as follows: At December 31, 1998 1997 (Thousands of Dollars) Deferred costs-Seabrook 1 (Note 1J)........................... $147,169 $199,753 Income taxes, net (Note 1H)........... 39,472 48,736 Recoverable energy costs (Note 1I).... 1,878 2,057 Unamortized loss on reacquired debt................................ 11,363 18,938 $199,882 $269,484 H. Income Taxes The tax effect of temporary differences (differences between the periods in which transactions affect income in the financial statements and the periods in which they affect the determination of taxable income) is accounted for in accordance with the ratemaking treatment of the applicable regulatory commissions. See Note 5, "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, which 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..... $182,170 $159,251 Regulatory assets - income tax gross up............................ 13,640 17,094 Other................................. 13,824 40,356 $209,634 $216,701 I. Recoverable Energy Costs Under the Energy Policy Act of 1992 (Energy Act), NAEC 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. NAEC is currently recovering these costs through the Seabrook Power Contracts. As of December 31, 1998, NAEC's total D&D deferral was approximately $1.9 million. J. Deferred Cost - Seabrook 1 Under the Rate Agreement, the plant costs of Seabrook were phased into rates over a seven-year period beginning May 15, 1991. Total costs deferred under the phase-in plan were approximately $288 million. This plan is in compliance with SFAS 92, "Regulated Enterprises - Accounting for Phase-In Plans." 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 by NAEC through the Seabrook Power Contracts beginning December 1, 1997, and will be fully recovered from PSNH's customers by May 2001. See Note 1F, "Summary of Significant Accounting Policies - Seabrook Power Contracts," for terms of Seabrook 1's phase-in. See Note 7A, "Commitments and Contingencies - Restructuring" for the possible impacts of the NHPUC's decision related to industry restructuring. K. Market Risk-Management Policies NAEC utilizes market risk-management instruments to hedge well- defined risks associated with variable interest rates. To qualify for hedge treatment, the underlying hedged item must expose the company to risks associated with market fluctuations and the market risk-management instrument used must be designated as a hedge and must reduce the company's exposure to market fluctuations throughout the period. Amounts receivable or payable under interest-rate management instruments are accrued and offset against interest expense. For further information, see Note 8, "Market Risk-Management." 2. NUCLEAR DECOMMISSIONING The Seabrook 1 nuclear power plant has a service life that is expected to end in the year 2026. Upon retirement, this unit must be decommissioned. A current decommissioning study concluded that complete and immediate dismantlement at retirement continues to be the most viable and economic method of decommissioning Seabrook 1. Decommissioning studies are reviewed and updated periodically to reflect changes in decommissioning requirements, costs, technology and inflation. NAEC's 35.98 percent ownership of the estimated costs of decommissioning Seabrook 1, in year-end 1998 dollars, is $175.9 million. Seabrook 1 decommissioning costs will be increased annually by an escalation rate. Nuclear decommissioning costs are accrued over the expected service life of the unit and are included in depreciation expense on the Statements of Income. Nuclear decommissioning costs amounted to $4.7 million in 1998, $4.5 million in 1997 and $3.5 million in 1996. Nuclear decommissioning, as a cost of removal, is included in the accumulated provision for depreciation on the Balance Sheets. At December 31, 1998 and 1997, the balance in the accumulated reserve for depreciation amounted to $25.6 million and $21.1 million, respectively. Under the terms of the Rate Agreement, PSNH is obligated to pay NAEC's share of Seabrook 1's decommissioning costs, even if the unit is shut down prior to the expiration of its operating license. 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 escalated collections for Seabrook 1 and after-tax earnings on the Seabrook decommissioning fund of 6.5 percent. As of December 31, 1998, NAEC (including payments made prior to the Acquisition Date by PSNH) had paid approximately $25.6 million into Seabrook 1's decommissioning financing fund. Earnings on the decommissioning financing fund increase the decommissioning trust balance and the accumulated reserve for depreciation. Unrealize gains and losses associated with the decommissioning 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 trusts was $35.2 million 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 NAEC's expected decommissioning costs. Only the portion of currently estimated total decommissioning cost that has been accepted by regulatory agencies is reflected in PSNH's rates. Based on present estimates and assuming Seabrook 1 operates to the end of its licensing period, NAEC expects that the decommissioning financing fund will be substantially funded when Seabrook 1 is retired from service. 3. SHORT-TERM DEBT The amount of short-term borrowings that may be incurred by NAEC is subject to periodic approval by either the SEC under the 1935 Act or by its state regulator. Under the SEC restrictions, NAEC was authorized, as of January 1, 1999, to incur short-term borrowings up to a maximum of $60 million. Money Pool: Certain subsidiaries of NU, including NAEC, are members of the Northeast Utilities System Money Pool (Pool). The Pool provides a more efficient use of the cash resources of the 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, NAEC had no borrowings and $9.95 million, respectively, of borrowings outstanding from the Pool. The interest rate on borrowings from the Pool at December 31, 1998 and 1997 was 5.8 percent, respectively. Maturities of NAEC's short-term debt obligations were for periods of three months or less. 4. LONG-TERM DEBT Details of long-term debt outstanding are: December 31, 1998 1997 (Thousands of Dollars) First Mortgage Bonds: 9.05% Series A, due 2002............. $275,000 $295,000 Notes: Variable - Rate Facility, due 2000... 200,000 200,000 Less: Amounts due within one year..... 70,000 20,000 Long-term debt, net............. $405,000 $475,000 Long-term debt maturities and cash sinking-fund requirements on debt outstanding at December 31, 1998 is $70 million for 1999, $270 million for 2000, $70 million for 2001, $65 million for 2002 and no requirements for the year 2003. Market risk-management instruments with financial institutions effectively fix the interest rate on NAEC's $200 million variable-rate bank note at 7.823 percent. For more information on the interest-rate management instruments, see Note 8, "Market Risk- Management." The Series A Bonds are not redeemable prior to maturity except out of proceeds of sales of property subject to the lien of the Series A First Mortgage Bond Indenture (Indenture), at general redemption prices established by the Indenture, and out of condemnation or insurance proceeds and through the operation of the sinking fund. Essentially all of NAEC's utility plant is subject to the lien of its Indenture. 5. INCOME TAX EXPENSE The components of the federal and state income tax provisions were charged as follows: For the Years Ended December 31, 1998 1997 1996 (Thousands of Dollars) Current income taxes: Federal................................ $15,206 $(11,889) $(8,570) State.................................. 600 (309) 110 Total current........................ 15,806 (12,198) (8,460) Deferred income taxes, net: Federal................................ 4,032 21,528 14,884 State.................................. 1,978 1,121 865 Total deferred....................... 6,010 22,649 15,749 Total income tax expense............. $21,816 $10,451 $ 7,289 The components of total income tax expense are classified as follows: For the Years Ended December 31, 1998 1997 1996 (Thousands of Dollars) Income taxes charged to operating expenses..................... $36,194 $14,845 $12,341 Other income taxes....................... (14,378) (4,394) (5,052) Total income tax expense............... $21,816 $10,451 $ 7,289 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............................. $ 21,828 $20,823 $12,730 Bond redemptions......................... (2,824) (2,351) (2,359) Seabrook 1 deferred return............... (14,233) 3,338 5,438 Other.................................... 1,239 839 (60) Deferred income taxes, net............. $ 6,010 $22,649 $15,749 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.......................... $17,959 $14,141 $13,776 Tax effect of differences: Amortization of regulatory assets............................... 7,077 (319) - Depreciation........................... 949 (1,049) (1,343) Deferred Seabrook 1 return............. (2,356) (2,522) (2,695) State income taxes, net of federal benefit............... 1,657 718 634 Allocation of Parent Company's loss....................... (3,874) (615) (578) Sale of Seabrook 2 steam generator.............................. - - (2,516) Other, net............................... 404 97 11 Total income tax expense................. $21,816 $10,451 $ 7,289 6. DEFERRED OBLIGATION TO 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 the unphased-in portion of its Seabrook 1 investment. From May 16, 1991 to the Acquisition Date, PSNH accrued a deferred return of $50.9 million. On the Acquisition Date, PSNH transferred 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 $33.2 million, are collected by NAEC through the Seabrook Power Contracts. As NAEC recovers the $33.2 million in years eight through ten of the Rate Agreement, it will be obligated to make corresponding payments to PSNH. See Note 1F, "Seabrook Power Contracts" for further information on the phase-in of the Seabrook power plant and see Note 7A, "Commitments and Contingencies - Restructuring" for the possible impacts on NAEC from the NHPUC's decision related to industry restructuring. 7. 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 $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 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 (such as its obligations to NAEC under the Seabrook Power Contracts). 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. Environmental Matters NAEC 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. NAESCO, on behalf of NAEC and the other Seabrook joint owners, 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 future construction. Changing environmental requirements could also require extensive and costly modifications to NAEC's existing investment in Seabrook 1 and could raise operating costs significantly. As a result, NAEC may incur significant additional environmental costs, greater than amounts included in cost of removal and other reserves, in connection with the generation of electricity and the storage, transportation, and disposal of by-products and wastes. NAEC 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. NAEC 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 NAEC's financial position or future results of operations. C. Spent Nuclear Fuel Disposal Costs Under the Nuclear Waste Policy Act of 1982, NAEC must pay the United States Department of Energy (DOE) for the disposal of spent nuclear fuel and high-level radioactive waste. The DOE is responsible for the selection and development of repositories for, and the disposal of, spent nuclear fuel and high-level radioactive waste. Fees for nuclear fuel burned on or after April 7, 1983, are billed currently to customers and paid to the DOE on a quarterly basis. 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 1 is expected to have spent fuel storage capacity until at least 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. D. 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, in proportion to its ownership interest in each of its nuclear units, $10.0 million in any one year per nuclear incident. In addition, if the sum of all claims and costs from any one nuclear incident exceeds the maximum amount of financial protection, the owner would be subject to an additional five percent or $4.2 million, in proportion to its ownership interests in each of its nuclear units. Based upon its ownership interest in Seabrook 1, NAEC's maximum liability, including any additional assessments, would be $31.3 million per incident, of which payments would be limited to $3.6 million per year. Insurance has been purchased to cover the primary cost of repair, replacement or decontamination of utility property resulting from insured occurrences at Seabrook station. NAEC is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessment against NAEC with respect to losses arising during the current policy year is approximately $2.0 million. Insurance has been purchased to cover certain extra costs of repair, replacement or decontamination or premature decommissioning of utility property resulting from insured occurrences. NAEC is subject to retroactive assessments if losses exceed the accumulated funds available to the insurer. The maximum potential assessment against NAEC with respect to losses arising during current policy years is approximately $3.2 million. The cost of a nuclear incident could exceed available insurance proceeds. Insurance has been purchased aggregating $200 million on an industry basis for coverage of worker claims. Under the terms of the Seabrook Power Contracts, any nuclear insurance assessments described above would be passed on to PSNH as a "cost of service." E. Seabrook 1 Construction Program The construction program for Seabrook 1 is subject to periodic review and revision by management. NAEC currently forecasts construction expenditures for its share of Seabrook 1 to be $27.3 million for the years 1999-2003, including approximately $8.2 million for 1999. In addition, NAEC estimates that its share of Seabrook 1 nuclear fuel requirements will be approximately $53.7 million for the years 1999- 2003, including $1.6 million for 1999. 8. MARKET RISK-MANAGEMENT NAEC uses swap instruments with financial institutions to hedge against interest-rate risk associated with its $200 million variable rate bank note. The interest-rate management instruments employed eliminate the exposure associated with rising interest rates, and effectively fix the interest rate for this borrowing arrangement. Under the agreements, NAEC exchanges quarterly payments based on a differential between a fixed contractual interest rate and the three-month LIBOR rate at a given time. As of December 31, 1998, NAEC had outstanding agreements with a total notional value of $200 million and a negative mark-to-market position of approximately $2.3 million. Credit Risk: These agreements have been made with various financial institutions, each of which is rated "A3" or better by Moody's rating group. NAEC will be exposed to credit risk on its respective market risk-management instruments if the counterparties fail to perform their obligations. However, management anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. 9. 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 the short-term nature of cash and cash equivalents. Nuclear decommissioning trust: The investments held in NAEC's nuclear decommissioning fund were adjusted to market by approximately $2.3 million as of December 31, 1998 and by approximately $1.5 million as of December 31, 1997 with corresponding offsets to the accumulated provision for depreciation. The amounts adjusted in 1998 and 1997 represent cumulative gross unrealized holding gains. The cumulative gross unrealized holding losses were immaterial for 1998 and 1997. Long-term debt: The fair value of NAEC's fixed-rate security is based upon the quoted market price for that issue or similar issue. The adjustable rate security is assumed to have a fair value equal to its carrying value. The carrying amounts of NAEC's financial instruments and the estimated fair values are as follows: Carrying Fair At December 31, 1998 Amount Value (Thousands of Dollars) First mortgage bonds................. $275,000 $284,543 Other long-term debt................. $200,000 $200,000 Carrying Fair At December 31, 1997 Amount Value (Thousands of Dollars) First mortgage bonds................. $295,000 $301,599 Other long-term debt................. $200,000 $200,000 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. 10. NUCLEAR PERFORMANCE For information on nuclear performance related to the Seabrook nuclear power plant, see the MD&A. To the Board of Directors of North Atlantic Energy Corporation: We have audited the accompanying balance sheets of North Atlantic Energy Corporation (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, 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 North Atlantic Energy Corporation 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 7A, 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 ratemaking for Public Service Company of New Hampshire (PSNH). PSNH is the sole customer of the company. The final plan, if implemented, would require PSNH to discontinue the application of Financial Accounting Standard No. 71, "Accounting for the Effects of Certain Types of Regulation," (FAS 71). The effects of such a discontinuation would cause PSNH and the company to be in technical default under their current financial covenants, which would, if not waived or renegotiated, give rise to the rights of lenders to accelerate the repayment of approximately $516 million of PSNH's indebtedness and approximately $475 million of the 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 North Atlantic Energy Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations This section contains management's assessment of North Atlantic Energy Corporation's (NAEC 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 notes to financial statements. FINANCIAL CONDITION Earnings Overview NAEC's net income for 1998 was essentially unchanged. NAEC had net income of approximately $29 million in 1998 compared to approximately $30 million in 1997. The company's only assets are Seabrook and other Seabrook-related assets and its only source of revenues are the power contracts between PSNH and the company. PSNH's obligations under the Power Contracts are solely its own and have not been guaranteed by NU. The Power Contracts contain no provisions entitling PSNH to terminate its obligations. If, however, PSNH were to fail to perform its obligation under the Power Contracts, the company would be required to find other purchasers for Seabrook power. Liquidity and Capital Resources Net cash flows from operations totaled approximately $129 million in 1998, up sharply from $56 million in 1997. The increase resulted from the recovery of the Seabrook deferred nuclear costs beginning in December 1997. Approximately $54 million of net cash flow was used for investment activities, including construction expenditures, investments in the NU system money pool and investments in nuclear decommissioning trusts, compared with $18 million in 1997. Another $45 million was used to pay common dividends, compared with $25 million in 1997. The balance of cash used for financing activities, approximately $30 million, was used to pay off long-term and short-term debt. In 1997 net debt and preferred stock levels were reduced by only $13 million. PSNH Restructuring 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 and NAEC to write off substantially all of their 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, PSNH and customers. Seabrook Performance Seabrook operated at a capacity factor of 82.8 percent through December 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 control building's air conditioning system. Seabrook is scheduled to begin a refueling outage in March 1999. Seabrook Decommissioning 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. 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. As of December 31, 1998, the market value of the contributions already made to the decommissioning trusts, including their investment returns, was approximately $35.2 million. See the "Notes to Consolidated Financial Statements," Note 2, 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, 77 percent of the software systems and 81 percent of the hardware at Seabrook 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 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, NU 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. Risk-Management Instruments NAEC uses swaps to manage the market risk exposures associated with changes in variable interest rates. NAEC uses these instruments to reduce risk by essentially creating offsetting market exposures. Based on the derivative instruments which currently are being utilized by NAEC to hedge some of its interest rate risks, there will be an impact on earnings upon adoption of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, which management cannot estimate at this time. For more information on NU's use of risk-management instruments, see the "Notes to Consolidated Financial Statements," Notes 1K and 8. NEAC holds a variable-rate long-term note, exposing the company to interest rate risk. In order to hedge some of this risk, interest rate risk- management instruments have been entered into on NAEC's $200 million variable-rate note, effectively fixing the interest on this note at 7.823 percent. As of December 31, 1998, NAEC had outstanding agreements with a total notional value of approximately $200 million and a negative mark-to- market position of approximately $2.3 million. Environmental Matters NAEC is potentially liable for environmental cleanup costs at a number of sites inside and outside of its service territory. To date, the future estimated environmental remediation liability has not been material with respect to the earnings or financial position of the company. See the "Notes to Consolidated Financial Statements," Note 7B, for further information on environmental matters. RESULTS OF OPERATIONS Income Statement Variances Increase/(Decrease) Millions of Dollars 1998 over/(under)1997 1997 over/(under)1996 Amount Percent Amount Percent Operating revenues $84 44% $30 19% Other operation and maintenance expense $(12) (20%) $20 45% Amortization of Regulatory Assets, net $ 79 (a) $ 6 (a) Federal and State Income Taxes $ 11 (a) $ 3 43% Other, net $ (8) (a) $(2) (a) (a) Percent greater than 100. Operating Revenues Operating revenues represent amounts billed to PSNH under the terms of the Power Contracts and billings to PSNH for decommissioning expense. Operating revenues increased in 1998 primarily due to amounts billed to PSNH for the amortization of the Seabrook deferred return which began in December 1997. Operating revenues increased in 1997 primarily due to higher operation and maintenance expenses and the increased return associated with the phase-in of the final 15 percent of the Seabrook plant investment in May, 1996. Other Operation and Maintenance Expense Other operation and maintenance expenses decreased in 1998 primarily due to lower costs associated with Seabrook outages in 1998. Other operation and maintenance expenses increased in 1997 primarily due to higher costs associated with a planned refueling and unplanned Seabrook outages in 1997. Amortization of Regulatory Assets, net Amortization of Regulatory Assets, net increased in 1998 and 1997 primarily due to the amortization of the Seabrook deferred return which began in December 1997. Federal and State Income Taxes Federal and State income taxes increased in 1998 primarily due to higher taxable income. Federal and State income taxes increased in 1997 primarily due to deferred tax benefits in 1996 associated with proceeds from the sale of the Seabrook Unit 2 steam generators. Other, net Other, net income decreased 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 lower income from temporary cash investments and the amortization of the Seabrook deferred charges associated with the taxes on the purchased return. North Atlantic Energy Corporation SELECTED FINANCIAL DATA (a) 1998 1997 1996 1995 1994 (Thousands of Dollars) Operating Revenues......... $276,685 $ 192,381 $ 162,152 $ 157,183 $145,751 Operating Income........... $ 54,057 $ 57,061 $ 54,889 $ 51,394 $ 42,950 Net Income................. $ 29,494 $ 29,953 $ 32,072 $ 24,441 $ 30,535 Cash Dividends on Common Stock............. $ 45,000 $ 25,000 $ 38,000 $ 24,000 $ 10,000 Total Assets............... $945,153 $1,014,639 $1,017,388 $1,014,649 $963,579 Long-Term Debt (b)......... $475,000 $ 495,000 $ 515,000 $ 560,000 $560,000 STATISTICS (Unaudited) 1998 1997 1996 1995 1994 Gross Electric Utility Plant at December 31, (Thousands of Dollars)..... $784,113 $ 811,140 $ 816,446 $ 806,892 $792,880 kWh Sales (Millions) for the twelve month period ending December 31,...... 3,018 2,859 3,542 3,016 2,229 STATEMENTS OF QUARTERLY FINANCIAL DATA (Unaudited) (Thousands of Dollars) Quarter Ended (a) 1998 March 31 June 30 Sept. 30 Dec. 31 Operating Revenues......... $68,169 $69,627 $69,087 $69,802 Operating Income........... $13,648 $13,365 $13,159 $13,885 Net Income................. $ 6,909 $ 8,303 $ 7,170 $ 7,112 1997 Operating Revenues......... $41,976 $50,128 $45,943 $54,334 Operating Income........... $14,406 $14,183 $14,124 $14,348 Net Income................. $ 7,240 $ 6,958 $ 8,086 $ 7,669 (a) Reclassifications of prior data have been made to conform with the current presentation. (b) Includes portion due within one year.