UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the quarterly period ended September 30, 2001
Northeast Utilities
-------------------
(Name of registered holding company)
107 Selden Street, Berlin, CT 06037
-----------------------------------
(Address of Principal Executive Officers)
Name and telephone number of officer to whom inquiries concerning this
report should be directed:
John J. Roman, Vice President and Controller
Telephone Number: 860-665-5000
GENERAL INSTRUCTIONS
A. Use of Form
1. A reporting company, as defined herein, shall file a report on this
form within 60 days after the end of each of the first three
quarters, and within 90 days after the end of the fourth quarter, of
the fiscal year of the registered holding company. The period
beginning on the date of effectiveness of rule 58 and ending at the
end of the quarter following the quarter in which the rule becomes
effective shall constitute the initial period for which any report
shall be filed, if applicable.
2. The requirement to provide specific information by means of this form
supersedes any requirement by order of the Commission to provide
identical information by means of periodic certificates under
rule 24; but does not so supersede and replace any requirement by
order to provide information by means of an annual report on Form
U-13-60.
3. Information with respect to reporting companies that is required by
Form U-13-60 shall be provided exclusively on that form.
4. Notwithstanding the specific requirements of this form, this
Commission may informally request such further information as, in its
opinion, may be necessary or appropriate.
B. Statements of Monetary Amounts and Deficits
1. Amounts included in this form and in related financial statements may
be expressed in whole dollars, thousands of dollars or hundred
thousands of dollars.
2. Deficits and other similar entries shall be indicated by either
brackets or parentheses. An explanation should be provided by
footnote.
C. Formal Requirements
This form, including exhibits, shall be filed with Commission
electronically pursuant to Regulation S-T (17 CFR 232.10 et seq.). A
conformed copy of each such report shall be filed with each state
commission having jurisdiction over the retail rates of a public utility
company that is an associate company of a reporting company. Each report
shall provide the name and telephone number of the person to whom
inquiries concerning this report should be directed.
D. Definitions
As used in this form, the word "reporting company" means an energy-related
company or gas-related company, as defined in rule 58(b). All other words
and terms have the same meaning as in the Public Utility Holding Company
Act of 1935, as amended, and the rules and regulations thereunder.
ITEM 1 - ORGANIZATIONAL CHART
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Instructions
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1. Complete Item 1 only for the first three calendar quarters of the fiscal
year of the registered holding company.
2. Under the caption "Name of Reporting Company," list each energy-related
and gas-related company and each system company that directly or
indirectly holds securities thereof. Add the designation "(new)" for
each reporting company of which securities were acquired during the
period, and the designation "(*)" for each inactive company.
3. Under the caption "Percentage of Voting Securities Held," state the
aggregate percentage of the outstanding voting securities of the
reporting company held directly or indirectly by the registered holding
company at the end of the quarter.
4. Provide a narrative description of each reporting company's activities
during the reporting period.
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Percentage Activities
Energy of Voting Reported
Name of or Gas Date of State of Securities Nature of During the
Reporting Company Related Organization Organization Held Business Period
----------------- ------- ------------ ------------ ---------- ---------- -----------
NU Enterprises, Holding 1/4/99 Connecticut 100% by Unregulated (A)
Inc. Northeast businesses
Utilities holding
company
Select Energy, Energy 9/26/96 Connecticut 100% by NU Invest in (B)
Inc. Enterprises, energy-
Inc. related
activities
Select Energy Energy 3/17/99 Connecticut 100% by NU Invest in (C)
Portland Enterprises, energy-
Pipeline, Inc. Inc. related
activities
Northeast Energy 1/4/99 Connecticut 100% by NU Invest in (D)
Generation Enterprises, energy-
Services Company Inc. related
activities
Select Energy Energy 6/19/90 Massachusetts 100% by NU Invest in (E)
Services, Inc. Enterprises, energy-
Inc. related
activities
Reeds Ferry Energy 7/15/64 New Hampshire 100% by Invest in (F)
Supply Co., Inc. Select energy-
Energy related
Services, activities
Inc.
HEC/Tobyhanna Energy 9/28/99 Massachusetts 100% by Invest in (G)
Energy Project Select energy-
Energy related
Services, activities
Inc.
Select Energy Energy 10/12/94 Massachusetts 100% by Invest in (H)
Contracting, Inc. Select energy-
Energy related
Services, activities
Inc.
Yankee Energy Holding 2/15/00 Connecticut 100% by Public (I)
System, Inc. Northeast Utility
Utilities Holding
Company
Yankee Energy Energy 7/2/93 Connecticut 100% by Invest in (J)
Services Company Yankee energy-
Energy related
System, Inc. activities
R. M. Services, Energy 11/22/94 Connecticut 10% by Invest in (K)
Inc. Yankee energy-
Energy related
System, Inc. activities
Acumentrics Energy 09/13/00 Massachusetts 5% by NU Invest in (L)
Corporation Enterprises, energy-
Inc. related
activities
ERI/HEC EFA-Med, Energy 09/30/00 Delaware 50% by Invest in (M)
LLC Select energy-
Energy related
Services, activities
Inc.
E. S. Boulos Energy 01/19/01 Connecticut 100% by Invest in (N)
Company Northeast energy-
Generation related
Services activities
Company
NGS Mechanical Energy 01/24/01 Connecticut 100% by Provide (O)
Company Northeast mechanical
Generation construction
Services and
Company maintenance
services
HEC/CJTS Energy Energy 03/02/01 Delaware 100% by Facilitate (P)
Center LLC Select construction
Energy financing
Services,
Inc.
(A) NU Enterprises, Inc. is not the "reporting company" but is included in
this Item 1 because it holds, directly or indirectly, voting securities
issued by reporting companies as indicated above.
(B) Select Energy, Inc. (Select Energy) provides both wholesale and retail
energy services. Specifically, Select Energy participates in open-access
retail electricity markets in New England, New York, and the mid-Atlantic
regions. Select Energy markets and sells electricity, natural gas, oil,
and energy-related products and services. Select Energy is a licensed
retail electricity supplier in the states of Connecticut, Delaware, Maine,
Maryland, Massachusetts, New Jersey, New York, Pennsylvania, and Rhode
Island. Select Energy is a registered gas marketer with local gas
distribution companies in the states of Connecticut, Delaware, Maine,
Maryland, Massachusetts, New Hampshire, New Jersey, New York,
Pennsylvania, and Rhode Island.
(C) Select Energy Portland Pipeline, Inc. (SEPPI) acquired a 5% interest in
Portland Natural Gas Transmission System partnership in March 1999 and
sold this interest in June 2001.
(D) Effective January 4, 1999, Northeast Generation Services Company (NGS)
was established to provide a full range of energy-related operation and
maintenance services for larger industrial, institutional and power
generation customers throughout the 11-state Northeast area. NGS' current
business segments focus on providing turnkey Manage and Operate Services
(MOS) and also a full range of Industrial Services (IS) and Consulting
Services (CS).
MOS is a service that is designed for generation asset owners. NGS has
the ability to offer station management and operation services with a
focus on optimizing the value of that specific asset with the owner.
Within the IS platform, its offerings include mechanical and electrical
construction and maintenance services, as well as environmental
maintenance/compliance services. Within the CS platform, the product
and service offerings include engineering and environmental consulting
services, with an emphasis on power plant system design.
(E) Select Energy Services, Inc. (formerly HEC Inc.) is not the "reporting
company" but is included in this Item 1 because it holds, directly or
indirectly, voting securities issued by reporting companies as indicated
above.
(F) Reed's Ferry Supply Corporation was purchased by Select Energy Services,
Inc. in August 1999 as an equipment wholesaler to purchase equipment on
behalf of Select Energy Contracting, Inc.
(G) Effective September 30, 1999, HEC/Tobyhanna Energy Project, Inc. was
established as a special purpose entity to manage the assets of an
Energy Savings Performance Contract (ESPC) project at the Tobyhanna Army
Depot.
(H) Select Energy Contracting, Inc. designs, manages and directs the
construction of, and/or installing of mechanical, water, and electrical
systems, energy and other resource consuming equipment.
(I) Yankee Energy System, Inc. is not the "reporting company" but is included
in this Item 1 because it holds, directly or indirectly, voting securities
issued by reporting companies as indicated above.
(J) Yankee Energy Services Company (YESCO) provides a wide range of
energy-related services for its customers. The YESCO controls division,
provides comprehensive building automation with engineering, installation
and maintenance of building control systems.
(K) R. M. Services, Inc. provides consumer collection services for companies
throughout the United States.
(L) Acumentrics Corporation develops, manufactures, and distributes advanced
power generation, power quality and power protection devices including a
high-speed flywheel and advanced power generation, power quality and power
protection devices including a high-speed flywheel and advanced technology
fuel cells.
(M) ERI/HEC EFA-Med, LLC is a Delaware limited liability company that was
formed by Select Energy Services, Inc., and ERI Services, Inc. to enter
into an indefinite delivery/indefinite quantity contract with the U.S.
Navy. Under the contract, the Navy will issue Delivery Orders for energy
services work at U.S. Government facilities located in Bahrain, Greece,
Egypt, Italy, Spain, Turkey, and the United Kingdom. The LLC will
designate either ERI or Select Energy Services, Inc. to perform each of
the Delivery Orders. The LLC will also act as the conduit for any
project-related financing. ERI Services, Inc. and Select Energy Services,
Inc. each own 50% of the LLC.
(N) E. S. Boulos Company (Boulos) is a Connecticut corporation that was formed
by NGS to acquire the assets of electrical construction companies located
in Maine. Boulos is registered to do business initially in Maine,
Massachusetts, New Hampshire, and Vermont. NGS owns 100% of the
corporation.
(O) NGS Mechanical Company (NGSM) is a Connecticut corporation that was formed
by NGS to perform mechanical construction and maintenance services to
customers contracted with to provide such services. NGSM is registered
to do business initially in Massachusetts, New Hampshire, Maine, Vermont,
Rhode Island, and New York. NGS owns 100% of the corporation.
(P) HEC/CJTS Energy Center LLC (HEC/CTJS) is a Delaware limited liability
company that was formed by Select Energy Services, Inc. to facilitate the
financing of the construction of the Connecticut Juvenile Training School
in Middletown, Connecticut. HEC/CJTS will not have any employees nor
will it conduct any other activities other than those related to accepting
the assignment of the lease. Select Energy Services, Inc. owns 100%
of the LLC.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
-------------------------------------------------------------------------------
Instruction
-------------------------------------------------------------------------------
With respect to a transaction with an associate company, report only the type
and principal amount of securities involved.
-------------------------------------------------------------------------------
Person
Company Type of Principal to Whom Collateral Consideration Company Amount of
Issuing Security Amount of Issue or Cost of Security Given With Received for Contributing Capital
Security Issued Security Renewal Capital Was Issued Security Each Security Capital Contribution
-------------- -------- --------- -------- ------- ---------- ---------- ------------- ------------ ------------
NU
Select Enterprises,
Energy, Inc. N/A N/A N/A N/A N/A N/A N/A Inc. $70,000,000
Northeast
Generation
Services
Company No transactions this quarter.
Select Energy
Contracting,
Inc. No transactions this quarter.
Reeds Ferry
Supply Co.,
Inc. No transactions this quarter.
HEC/Tobyhanna
Energy
Project, Inc. No transactions this quarter.
Yankee Energy
Services
Company No transactions this quarter.
R.M. Services,
Inc. No transactions this quarter.
Acumentrics
Corporation No transactions this quarter.
ERI/HEC
EFA-Med, LLC No transactions this quarter.
E.S. Boulos
Company No transactions this quarter.
NGS Mechanical
Company No transactions this quarter.
HEC/CJTS
Energy
Center LLC No transactions this quarter.
ITEM 3 - ASSOCIATE TRANSACTIONS
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Instructions
-------------------------------------------------------------------------------
1. This item is used to report the performance during the quarter of contracts
among reporting companies and their associate companies, including other
reporting companies, for service, sales and construction. A copy of any
such contract not filed previously should be provided as an exhibit
pursuant to Item 6.B.
2. Parts I and II concern transactions performed by reporting companies on
behalf of associate companies, and transactions performed by associate
companies on behalf of reporting companies, respectively.
-------------------------------------------------------------------------------
Part I - Transactions performed by reporting companies on behalf
of associate companies.
Total Amount
Billed*
Reporting Associate
Company Company Types of Three Months
Rendering Receiving Services Ended
Services Services Rendered September 30, 2001
----------------------- ------------------- -------------- ------------------
(Thousands
of Dollars)
Northeast Select
Generation Energy, Inc. Electrical and
Services Mechanical services $ 10
Company ==================
Northeast The
Generation Connecticut
Services Light & Power Electrical and
Company Company Mechanical services $ 11
==================
Northeast Public Service
Generation Company of Electrical and
Services New Hampshire Mechanical services $ 132
Company ==================
Northeast Holyoke Water
Generation Power Company Electrical and
Services Mechanical services $ 4,257
Company ==================
Northeast Northeast
Generation Generation Electrical and
Services Company Mechanical services $ 4,523
Company ==================
Wholesale
Reeds Ferry Select Energy Purchasing
Supply Co., Inc. Contracting, Inc. Services $ 141
==================
Northeast North Atlantic
Generation Energy Service Electrical and
Services Corporation Mechanical services $ 8
Company ==================
Northeast
Generation Yankee Energy Electrical and
Services Service Company Mechanical services $ 133
Company ==================
Northeast
Generation Yankee Gas Electrical and
Services Services Company Mechanical services $ 12
Company ==================
Northeast Northeast
Generation Utilities
Services Service Electrical and
Company Company Mechanical services $ 96
==================
Part II - Transactions performed by associate companies on behalf
of reporting companies.
Total Amount
Billed*
Associate Reporting
Company Company Types of Three Months
Rendering Receiving Services Ended
Services Services Rendered September 30, 2001
----------------------- ------------------- -------------- ------------------
(Thousands
of Dollars)
Public Service Company Select
of New Hampshire Energy, Inc. Miscellaneous $ 11
==================
Select Energy Select Engineering Services
Services, Inc. Energy, Inc. $ 57
==================
* "Total Amount Billed" is direct costs only.
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies:
---------------------------------------
(Thousands of Dollars)
Total consolidated capitalization as of09/30/01 $6,760,008 line 1
Total capitalization multiplied by 15%
(line 1 multiplied by .15) 1,014,001 line 2
Greater of $50 million or line 2 $1,014,001 line 3
Total current aggregate investment:
(categorized by major line of
energy-related business):
Select Energy, Inc. $707,815
Northeast Generation Services Company 25,210
Select Energy Contracting, Inc. 26,427
Reeds Ferry Supply Co., Inc. 7
HEC/Tobyhanna Energy Project, Inc. -
Yankee Energy Services Company 10,082
E.S. Boulos Company 7,539
R.M. Services, Inc. 13,799
NGS Mechanical Company 10
Acumentrics Corporation 10,000
ERI/HEC EFA-Med, LLC 1
HEC/CJTS Energy Center LLC -
-----------
Total current aggregate investment 800,890 line 4
-----------
Difference between the greater of $50 million or 15% of
capitalization and the total aggregate investment of the
registered holding company system $213,111 line 5
===========
ITEM 5 - OTHER INVESTMENTS
-------------------------------------------------------------------------------
Instruction
-------------------------------------------------------------------------------
This item concerns investments in energy-related and gas-related companies that
are excluded from the calculation of aggregate investment under rule 58.
-------------------------------------------------------------------------------
Major Line Other Other
of Energy- Investment Investment
Related in Last in This Reason for Difference
Business U-9C-3 Report U-9C-3 Report in Other Investment
------------- ------------- ------------- ------------------------
NONE
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
-------------------------------------------------------------------------------
Instructions
-------------------------------------------------------------------------------
A. Financial Statements
1. Financial statements are required for reporting companies in which
the registered holding company system has at least 50% equity or
other ownership interest. For all other rule 58 companies, the
registered holding company shall make available to the Commission
such financial statements as are available to it.
2. For each reporting company, provide a balance sheet as of the end of
the quarter and income statements for the three-month and year-to-
date periods ending as of the end of the quarter, together with any
notes thereto. Financial statements shall be for the first three
quarters of the fiscal year of the registered holding company.
3. If a reporting company and each of its subsidiaries engage
exclusively in single category of energy-related or gas-related
activity, consolidated financial statements may be filed.
4. Separate financial statements need not be filed for inactive
companies or for companies engaged solely in the ownership of
interests in energy-related or gas-related companies.
B. Exhibits
1. Copies of contracts required to be provided by Item 3 shall
be filed as exhibits.
2. A certificate stating that a copy of the report for the previous
quarter has been filed with interested state commissions shall be
filed as an exhibit. The certificate shall provide the names and
addresses of the state commissions.
-------------------------------------------------------------------------------
A. Financial Statements
Select Energy, Inc.:
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
Northeast Generation Services Company:
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
Select Energy Contracting, Inc.:
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
Reeds Ferry Supply Co., Inc.:
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
HEC/Tobyhanna Energy Project, Inc.:
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
Yankee Energy Services Company:
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
ERI/HEC EFA-Med, LLC:
Not available as of September 30, 2001
E. S. Boulos Company:
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
NGS Mechanical Company:
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
HEC/CJTS Energy Center LLC:
Not available as of September 30, 2001
Northeast Utilities (Parent):
Balance Sheet - As of September 30, 2001
Income Statement - Three months and nine months ended September 30, 2001
B. Exhibits
Exhibit No. Description
----------- -----------
6.B.1.1a Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1b Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1c Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1d Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1e Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1f Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1g Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1h Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1i Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1j Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1k Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1l Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1m Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1n Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1o Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1p Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1q Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1r Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1s Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1t Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1u Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1v Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.1w Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2a Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2b Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2c Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2d Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2e Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2f Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2g Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2h Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3a Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3b Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3c Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3d Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3e Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.3.3f Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3g Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3h Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3i Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3j Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3k Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3l Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3m Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3n Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3o Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3p Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3q Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3r Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3s Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3t Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3u Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3v Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3w Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3x Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3y Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3z Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3aa Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3ab Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3ac Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3ad Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3ae Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3af Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3ag Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3ah Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3ai Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3aj Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3ak Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3al Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.4a Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.4b Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.4c Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.4d Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.4e Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.5a Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.5b Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.5c Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.6a Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.6b Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.7a Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.7b Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.7c Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.7d Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.7e Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.8 Copy of contract required by Item 3 - filed under confidential
treatment pursuant to Rule 104(b).
6.B.2.1 The company certifies that a conformed copy of Form U-9C-3 for
the previous quarter was filed with the following state
commissions:
Ms. Louise E. Rickard
Acting Executive Secretary
Department of Public Utility Control
10 Franklin Square
New Britain, CT 06051
Ms. Mary L. Cottrell, Secretary
Massachusetts Department of Telecommunications and Energy
100 Cambridge Street
Boston, MA 02202
Mr. Thomas B. Getz
Executive Director and Secretary
State of New Hampshire
Public Utilities Commission
8 Old Suncook Road, Building One
Concord, NH 03301-7319
SELECT ENERGY, INC.
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Current Assets:
Accounts receivable, including unbilled
revenues, net $ 190,068
Accounts receivable from affiliated companies 105,359
Taxes receivable 2,024
Special deposits 78,943
Unrealized gains on mark-to-market transactions 55,391
Prepaid wholesale power purchases 3,431
Prepayments and other 4,738
--------------
Total current assets 439,954
--------------
Deferred Charges:
Intangibles, net 20,557
Accumulated deferred income taxes 45,200
Prepaid pensions 2,406
Other 7,515
--------------
Total deferred charges 75,678
--------------
Long-Lived Assets:
Software 10,596
Other 1,062
--------------
11,658
Less: Accumulated provision for depreciation 3,205
--------------
8,453
Capital additions in progress 321
--------------
Total long-lived assets 8,774
--------------
Total Assets $ 524,406
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY, INC.
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Current Liabilities:
Notes payable to affiliated companies $ 157,306
Accounts payable 264,310
Accounts payable to affiliated companies 16,113
Accrued taxes 8,176
Other 60,399
--------------
Total current liabilities 506,304
--------------
Stockholder's Equity:
Common stock, $1 par value - 20,000 shares
authorized and 100 shares outstanding -
Capital surplus, paid in 189,551
Other comprehensive income (34,317)
Retained deficit (137,132)
--------------
Total stockholder's equity 18,102
--------------
Total Liabilities and Stockholder's Equity $ 524,406
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY, INC.
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ 729,224 $ 1,965,707
-------------- --------------
Operating Expenses:
Purchased power, net interchange
power and capacity 756,423 1,983,127
Depreciation 1,125 3,553
Other 10,134 34,229
Taxes other than income taxes (2,375) 4,507
-------------- --------------
Total operating expenses 765,307 2,025,416
-------------- --------------
Operating Loss (36,083) (59,709)
-------------- --------------
Other Income 89 266
-------------- --------------
Interest and financing costs 2,147 7,287
-------------- --------------
Loss before income taxes (38,141) (66,730)
-------------- --------------
Income Tax Benefit:
Federal and state income taxes, net 14,986 26,293
-------------- --------------
Loss before cumulative
effect of accounting change (23,155) (40,437)
Cumulative effect of accounting change,
net of tax benefit of $14,611 - (21,985)
-------------- --------------
Net Loss $ (23,155) $ (62,422)
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NORTHEAST GENERATION SERVICES COMPANY
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Current Assets:
Cash $ 883
Accounts receivable 22,451
Accounts receivable from affiliated companies 2,418
Fuel, materials and supplies, at average cost 485
Prepayments and other 3,087
--------------
Total current assets 29,324
--------------
Other Investments:
Other investments, at cost 21
--------------
Total other investments 21
--------------
Deferred Charges:
Other 6,788
--------------
Total deferred charges 6,788
--------------
Long-Lived Assets:
Other 3,087
--------------
3,087
Less: Accumulated provision for depreciation 1,291
--------------
1,796
Capital additions in progress 890
--------------
Total long-lived assets 2,686
--------------
Total Assets $ 38,819
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NORTHEAST GENERATION SERVICES COMPANY
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Current Liabilities:
Notes payable to affiliated companies $ 13,300
Accounts payable 4,617
Accounts payable to affiliated companies 4,836
Accrued taxes 2,811
Other 647
--------------
Total current liabilities 26,211
--------------
Deferred Credits:
Other 1,858
--------------
Total deferred credits 1,858
--------------
Stockholder's Equity:
Common stock, $1 par value - 20,000 shares -
authorized and 100 shares outstanding
Capital surplus, paid in 9,510
Retained earnings 1,240
--------------
Total stockholder's equity 10,750
--------------
Total Liabilities and Stockholder's Equity $ 38,819
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NORTHEAST GENERATION SERVICES COMPANY
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ 28,433 $ 80,981
-------------- --------------
Operating Expenses:
Operation 11,112 37,371
Maintenance 15,637 40,012
Depreciation 115 314
Federal and state income taxes 621 1,363
Taxes other than income taxes (77) 252
-------------- --------------
Total operating expenses 27,408 79,312
-------------- --------------
Operating Income 1,025 1,669
-------------- --------------
Other Income 383 1,445
-------------- --------------
Interest and financing costs 167 488
-------------- --------------
Net Income $ 1,241 $ 2,626
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY CONTRACTING, INC.
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Current Assets:
Cash $ 157
Accounts receivable 13,960
Other material and supplies 474
Prepayments and other 344
--------------
Total current assets 14,935
--------------
Long-Lived Assets:
Other 22,908
--------------
22,908
Less: Accumulated provision for depreciation 2,714
--------------
Total long-lived assets 20,194
--------------
Total Assets $ 35,129
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY CONTRACTING, INC.
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable $ 5,586
Accounts payable to affiliated companies 12,187
Accrued taxes 1,039
--------------
Total current liabilities 18,812
--------------
Long-Term Liabilities:
Deferred taxes 199
Other 500
--------------
Total long-term liabilities 699
--------------
Stockholders' Equity:
Common stock, $1 par value - 100,000 shares -
authorized and 100 shares outstanding
Capital surplus, paid in 14,910
Retained earnings 708
--------------
Total stockholders' equity 15,618
--------------
Total Liabilities and Stockholders' Equity $ 35,129
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY CONTRACTING, INC.
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ 15,102 $ 42,265
-------------- --------------
Operating Expenses:
Operation 13,760 38,177
Maintenance 136 309
Depreciation 482 1,331
Taxes other than income taxes 116 395
-------------- --------------
Total operating expenses 14,494 40,212
-------------- --------------
Operating Income 608 2,053
-------------- --------------
Other Income 23 40
-------------- --------------
Interest and financing costs 180 573
-------------- --------------
Income before income taxes 451 1,520
-------------- --------------
Income Tax Expense:
Federal and state income taxes, net 227 655
-------------- --------------
Net Income $ 224 $ 865
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
REEDS FERRY SUPPLY CO., INC.
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Current Assets:
Cash $ 7
Accounts receivable 73
--------------
Total current assets 80
--------------
Long-Lived Assets:
Organization costs, net 252
--------------
Total long-lived assets 252
--------------
Total Assets $ 332
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable $ 73
Accounts payable to affiliated companies 295
--------------
Total current liabilities 368
--------------
Stockholders' Equity:
Common stock, $0 par value - 200 shares
authorized and 100 shares outstanding 4
Capital surplus, paid in 3
Retained deficit (43)
--------------
Total stockholders' equity (36)
--------------
Total Liabilities and Stockholders' Equity $ 332
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
REEDS FERRY SUPPLY CO., INC.
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ 141 $ 703
-------------- --------------
Operating Expenses:
Other 141 703
Amortization 5 15
-------------- --------------
Total operating expenses 146 718
-------------- --------------
Net Loss $ (5) $ (15)
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
HEC/TOBYHANNA ENERGY PROJECT, INC.
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Current Assets:
Cash $ 1,874
Accounts receivable 840
--------------
Total current assets 2,714
--------------
Long-Lived Assets:
Other 714
--------------
714
Less: Accumulated provision for depreciation 65
--------------
649
Contracts receivable 26,641
--------------
Total long-lived assets 27,290
--------------
Total Assets $ 30,004
==============
CAPITALIZATION AND LIABILITIES
------------------------------------
Capitalization:
Common stock, $1 par value - 100 shares
authorized and outstanding $ -
Retained earnings 350
--------------
Total common stockholder's equity 350
Long-term debt 25,979
--------------
Total capitalization 26,329
--------------
Current Liabilities:
Accounts payable to affiliated companies 3,071
Accrued interest 249
Accrued taxes 1
--------------
Total current liabilities 3,321
--------------
Long-Term Liabilities:
Other 354
--------------
Total long-term liabilities 354
--------------
Total Capitalization and Liabilities $ 30,004
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
HEC/TOBYHANNA ENERGY PROJECT, INC.
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Other Income $ 670 $ 1,728
-------------- --------------
Interest and Financing Costs 509 1,534
-------------- --------------
Income Tax Expense - 27
-------------- --------------
Net Income $ 161 $ 167
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
YANKEE ENERGY SERVICES COMPANY
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Other Property and Investments:
Nonutility property, at cost $ 944
Investment in subsidiary company, at equity 2
--------------
Total other property and investments 946
--------------
Current Assets:
Cash 1,638
Accounts receivable 4,675
Accounts receivable from affiliated companies 719
Taxes receivable 803
--------------
Total current assets 7,835
--------------
Deferred Charges:
Accumulated deferred income taxes 1,399
Goodwill 411
--------------
Total deferred charges 1,810
--------------
Total Assets $ 10,591
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
YANKEE ENERGY SERVICES COMPANY
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Notes payable to affiliated companies $ 4,348
Accounts payable to affiliated companies 370
Other 40
--------------
Total current liablilities 4,758
--------------
Stockholders' Equity:
Common stock, $0 par value - 10,000 shares
authorized and 200 shares outstanding 1
Capital surplus, paid in 7,881
Retained deficit (2,049)
--------------
Total stockholders' equity 5,833
--------------
Total Liabilities and Stockholders' Equity $ 10,591
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
YANKEE ENERGY SERVICES COMPANY
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ - $ 149
-------------- --------------
Operating Expenses:
Other 547 1,150
Depreciation - 152
Amortization 6 17
Federal and state income taxes (73) (448)
-------------- --------------
Total operating expenses 480 871
-------------- --------------
Operating Loss (480) (722)
-------------- --------------
Other Income 228 228
-------------- --------------
Interest and financing costs 34 368
-------------- --------------
Net Loss $ (286) $ (862)
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
E.S. BOULOS COMPANY
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Current Assets:
Cash $ 465
Accounts receivable 11,252
Accounts receivable from affiliated companies 193
Materials and supplies, at average cost 106
Prepayments and other 2,308
--------------
Total current assets 14,324
--------------
Other Investments:
Other investments, at cost 21
--------------
Total other investments 21
--------------
Deferred Charges:
Other 5,542
--------------
Total deferred charges 5,542
--------------
Long-Lived Assets:
Other 520
--------------
520
Less: Accumulated provision for depreciation 58
--------------
Total long-lived assets 462
--------------
Total Assets $ 20,349
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
E.S. BOULOS COMPANY
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Current Liabilities:
Accounts payable $ 3,679
Accounts payable to affiliated companies 37
Accrued taxes 1,354
Other 3,437
--------------
Total current liabilities 8,507
--------------
Deferred Credits:
Other 1,787
--------------
Total deferred credits 1,787
--------------
Stockholder's Equity:
Common stock, $0 par value - 20,000 shares
authorized and 100 shares outstanding -
Capital surplus, paid in 7,539
Retained earnings 2,516
--------------
Total stockholder's equity 10,055
--------------
Total Liabilities and Stockholder's Equity $ 20,349
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
E.S. BOULOS COMPANY
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ 14,042 $ 32,774
-------------- --------------
Operating Expenses:
Operation 12,788 30,120
Depreciation 95 255
Federal and state income taxes 562 1,355
-------------- --------------
Total operating expenses 13,445 31,730
-------------- --------------
Operating Income 597 1,044
-------------- --------------
Other Income 446 1,472
-------------- --------------
Net Income $ 1,043 $ 2,516
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NGS MECHANICAL COMPANY
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Current Assets:
Accounts receivable $ 10
--------------
Total current assets 10
--------------
Total Assets $ 10
==============
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Current Liabilities:
Accounts payable to affiliated companies $ 1
--------------
Total current liabilities 1
--------------
Stockholder's Equity:
Common stock, $0 par value - 20,000 shares -
authorized and 100 shares outstanding 10
Capital surplus, paid in
Retained deficit (1)
--------------
Total stockholder's equity 9
--------------
Total Liabilities and Stockholder's Equity $ 10
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NGS MECHANICAL COMPANY
INCOME STATEMENT
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- -------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues $ - $ -
-------------- -------------
Operating Expenses:
Other - 1
-------------- -------------
Total operating expenses - 1
-------------- -------------
Net Loss $ - $ (1)
============== =============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
ASSETS
------
Other Property and Investments:
Investments in subsidiary companies, at equity........ $ 2,394,664
Investments in transmission companies, at equity...... 12,671
Other, at cost........................................ 14
--------------
2,407,349
--------------
Current Assets:
Cash.................................................. 4,389
Notes receivable from affiliated companies............ 144,406
Notes and accounts receivable......................... 6,468
Accounts receivable from affiliated companies......... 1,793
Taxes receivable...................................... 26,579
Prepayments........................................... 181
--------------
183,816
--------------
Deferred Charges:
Unamortized debt expense.............................. 771
Other................................................. 3,359
--------------
4,130
--------------
Total Assets...................................... $ 2,595,295
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
BALANCE SHEET
(Unaudited)
September 30,
2001
--------------
(Thousands
of Dollars)
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common shares, $5.00 par value - Authorized
225,000,000 shares; 148,890,640 shares issued and
132,971,030 shares outstanding...................... $ 744,453
Capital surplus, paid in............................. 882,819
Deferred contribution plan - employee stock
ownership plan...................................... (105,321)
Retained earnings.................................... 644,886
Accumulated other comprehensive loss................. (32,986)
--------------
Total common shareholders' equity.................. 2,133,851
Long-term debt....................................... 374,000
--------------
Total capitalization.......................... 2,507,851
--------------
Current Liabilities:
Accounts payable..................................... 13,499
Accounts payable to affiliated companies............. 552
Long-term debt - current portion..................... 21,000
Accrued taxes........................................ 42,892
Accrued interest..................................... 4,581
Other................................................ 12
--------------
82,536
--------------
Accumulated deferred income taxes...................... 4,908
--------------
4,908
--------------
Total Capitalization and Liabilities............. $ 2,595,295
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
STATEMENT OF INCOME
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2001 2001
-------------- --------------
(Thousands (Thousands
of Dollars) of Dollars)
Operating Revenues.................................. $ - $ -
-------------- --------------
Operating Expenses:
Operation expense................................. 4,247 7,527
Federal and state income taxes.................... (1,440) (9,263)
Taxes other than income taxes..................... 6 41
-------------- --------------
Total operating expenses..................... 2,813 (1,695)
-------------- --------------
Operating (Loss)/Income............................. (2,813) 1,695
-------------- --------------
Other Income/(Loss):
Equity in earnings of subsidiaries................ 34,383 136,305
Equity in earnings of transmission companies...... 662 1,873
Gain related to Millstone sale.................... 1,091 147,935
Loss on share repurchase contracts................ - (35,394)
Other, net........................................ 7,665 11,827
Income taxes...................................... 602 (44,702)
-------------- --------------
Other income, net............................ 44,403 217,844
-------------- --------------
Income before interest charges............... 41,590 219,539
-------------- --------------
Interest Charges:
Interest on long-term debt........................ 6,533 18,268
Other interest.................................... 426 7,745
-------------- --------------
Interest charges............................ 6,959 26,013
-------------- --------------
Net Income for Common Shares........................ $ 34,631 $ 193,526
============== ==============
Basic and Diluted Earnings per Common Share......... $ 0.26 $ 1.41
============== ==============
Basic Common Shares Outstanding (average).............. 133,540,631 137,120,689
============== ==============
Diluted Common Shares Outstanding (average)............ 133,869,227 137,457,694
============== ==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of the results of operations for the period shown have
been made.
See accompanying notes to financial statements.
Northeast Utilities
Select Energy, Inc.
Northeast Generation Services Company and Subsidiaries
E.S. Boulos Company
NGS Mechanical, Inc.
Select Energy Contracting, Inc.
Reeds Ferry Supply Co., Inc.
HEC/Tobyhanna Energy Project, Inc.
HEC/CJTS Energy Center, LLC
ERI/HEC EFA-Med, LLC
Yankee Energy Services Company
R.M. Services, Inc.
Acumentrics Corporation
Notes to Financial Statements (Unaudited)
1. About Northeast Utilities
Northeast Utilities (NU) is the parent company of the Northeast Utilities
system (NU system). The NU system's regulated utilities furnish franchised
retail electric service in Connecticut, New Hampshire and western Massachusetts
through three wholly owned subsidiaries: The Connecticut Light and Power
Company (CL&P), Public Service Company of New Hampshire (PSNH) and Western
Massachusetts Electric Company (WMECO). Another wholly owned subsidiary,
North Atlantic Energy Corporation, sells all of its entitlement to the capacity
and output of the Seabrook Station nuclear unit (Seabrook) to PSNH under the
terms of two life-of-unit, full cost recovery contracts. A fifth wholly owned
subsidiary, Holyoke Water Power Company, also is engaged in the production and
distribution of electric power.
Several wholly owned subsidiaries of NU provide support services for the NU
system companies and, in some cases, for other New England utilities.
Northeast Utilities Service Company provides centralized accounting,
administrative, engineering, financial, information resources, legal,
operational, planning, purchasing, and other services to the NU system
companies. North Atlantic Energy Service Corporation has operational
responsibility for Seabrook. Three other subsidiaries construct, acquire or
lease some of the property and facilities used by the NU system companies.
NU Enterprises, Inc. (NUEI) is a wholly owned subsidiary of NU and acts as
the holding company for certain of NU's competitive energy subsidiaries.
Northeast Generation Company (NGC) was formed to acquire and manage generation
facilities. Select Energy, Inc. (Select Energy), Northeast Generation Services
Company and its subsidiaries (NGS), Select Energy Services, Inc., and its
subsidiaries (Select Energy Services), and Mode 1 Communications, Inc., engage
in a variety of energy-related and telecommunications activities, as
applicable, primarily in the competitive energy retail and wholesale commodity,
marketing and services fields. E.S. Boulos Company (Boulos) and NGS
Mechanical, Inc. (NGS Mechanical) are wholly owned subsidiaries of NGS.
Select Energy Contracting, Inc. (Select Energy Contracting), Reeds Ferry Supply
Co., Inc. (Reeds Ferry), HEC/Tobyhanna Energy Project, Inc., (HEC/Tobyhanna),
and HEC/CJTS Energy Center, LLC (HEC/CJTS) are wholly owned subsidiaries of
Select Energy Services. Another company, ERI/HEC EFA-Med, LLC (ERI/HEC),
is 50 percent owned by Select Energy Services.
Yankee Energy System, Inc. maintains certain wholly owned subsidiaries
including Yankee Energy Services Company (YESCO) and owns 10 percent of the
voting securities of R.M. Services, Inc. (R.M. Services).
On September 26, 2000, NUEI invested $10 million in Acumentrics Corporation
(Acumentrics) in return for a 5 percent ownership share of that company.
Select Energy, NGS, Boulos, NGS Mechanical, Select Energy Contracting, Reeds
Ferry, HEC/Tobyhanna, HEC/CJTS, ERI/HEC, YESCO, R.M. Services, and Acumentrics
are "energy-related companies" under Rule 58.
2. About Select Energy
Select Energy provides both wholesale and retail energy services.
Specifically, Select Energy participates in open-access retail electricity
markets in New England, New York and the Mid-Atlantic regions. Select Energy
markets and sells electricity, natural gas, oil, and energy-related products
and services. Select Energy is a licensed retail electricity supplier in the
states of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Jersey,
New York, Pennsylvania, and Rhode Island. Select Energy is a registered gas
marketer with local gas distribution companies in the states of Connecticut,
Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York,
Pennsylvania, and Rhode Island.
Beginning in January 2000, Select Energy's contract with NGC, to purchase 1,289
megawatts (MW) of capacity and energy significantly reduced its load-following
risk and allowed Select Energy to better manage its portfolio profitability.
On January 1, 2000, Select Energy began serving one-half of CL&P's standard
offer load requirement for a 4-year period. Select Energy's obligation to
service this load requirement was approximately 2,000 MW beginning in July
2000, when 100 percent of CL&P's customers were able to choose their electric
supplier. In addition, beginning in January 2000, Select Energy assumed
responsibility for serving 30 market based wholesale contracts, totaling
approximately 500 MW, throughout New England with electric energy supply that
was previously served by CL&P and WMECO.
3. About NGS
NGS was formed to provide management, operation and maintenance services to
the electric generation market, as well as to large industrial customers, in
the Northeast. NGS also provides consulting services which include engineering
services, construction management, permitting, and compliance management.
4. About Boulos
On January 19, 2001, NGS completed the acquisition of Boulos, an electrical
construction company which specializes in high voltage electrical construction
and maintenance in Maine, Massachusetts, New Hampshire and Vermont. Boulos is
wholly owned by NGS.
5. About NGS Mechanical
In January 2001, NGS formed a new subsidiary, NGS Mechanical, to provide
mechanical services initially in certain New England states and New York.
NGS Mechanical is wholly owned by NGS.
6. About Select Energy Contracting
Select Energy Contracting, formerly known as HEC International Corporation,
designs, manages, and directs the construction of, and/or installation of
mechanical, water and electrical systems, energy and other resource consuming
equipment.
7. About Reeds Ferry
Reeds Ferry was acquired by Select Energy Services in August 1999 as an
equipment wholesaler to purchase equipment on behalf of Select Energy
Contracting.
8. About HEC/Tobyhanna
Effective September 30, 1999, HEC/Tobyhanna was established as a special
purpose entity to manage the assets of an Energy Savings Performance Contract
at the Tobyhanna Army Depot.
9. About HEC/CJTS
HEC/CJTS was formed on March 2, 2001, as a special purpose entity to facilitate
the financing of Select Energy Services' construction of the Connecticut
Juvenile Training School in Middletown, Connecticut. HEC/CJTS is wholly owned
by Select Energy Services.
10. About ERI/HEC
ERI/HEC was established on September 30, 2000, by Select Energy Services and
ERI Services, Inc. to enter into an indefinite delivery/indefinite quantity
contract with the United States Navy. ERI/HEC is 50 percent owned by Select
Energy Services.
11. About YESCO
YESCO is winding down its energy-related services for its customers. YESCO has
disposed of most of its assets and is in the process of liquidating the
remainder of its assets.
12. About R.M. Services
R.M. Services provides consumer collection services for companies throughout
the United States.
13. About Acumentrics
On September 26, 2000, NUEI invested $10 million in Acumentrics in return for a
5 percent ownership share of that company. Acumentrics is a privately owned
producer of advanced power generation and power protection technologies
applicable to homes, telecommunications, commercial businesses, industrial
facilities, and the auto industry.
14. Public Utility Regulation
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), and
the NU system is 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. The operating subsidiaries are subject to further regulation
for rates, accounting and other matters by the FERC and/or applicable state
regulatory commissions.
15. Presentation
The preparation of financial statements 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.
16. Market Risk And Risk Management Instruments
Select Energy provides both firm requirement energy services to its customers
and engages in energy trading and marketing activities. Select Energy manages
its exposure to risk from existing contractual commitments and provides risk
management services to its customers through forward contracts, futures,
over-the-counter swap agreements, and options (commodity derivatives).
Select Energy has utilized the sensitivity analysis methodology to disclose
the quantitative information for its commodity price risks. Sensitivity
analysis provides a presentation of the potential loss of future earnings,
fair values or cash flows from market risk-sensitive instruments over a
selected time period due to one or more hypothetical changes in commodity
prices, or other similar price changes.
Commodity Price Risk - Trading Activities: As a market participant in the
Northeast area of the United States, Select Energy conducts commodity-trading
activities in electricity and its related products, natural gas and oil and,
therefore, experiences net open positions. Select Energy manages these open
positions with strict policies which limit its exposure to market risk and
require daily reporting to management of potential financial exposure.
Commodity derivatives utilized for trading purposes are accounted for using
the mark-to-market method, under Emerging Issues Task Force Issue No. 98-10,
"Accounting for Energy Trading and Risk Management Activities." Under this
methodology, these instruments are adjusted to market value, and the
unrealized gains and losses are recognized in income in the current period
in the statements of income as purchased power, net interchange power and
capacity and in the balance sheets as unrealized gains on mark-to-market
transactions. The mark-to-market position at September 30, 2001, was a
positive $55.4 million.
Under sensitivity analysis, the fair value of the portfolio is a function of
the underlying commodity, contract prices and market prices represented by each
derivative commodity contract. For swaps, forward contracts and options,
market value reflects management's best estimates considering over-the-counter
quotations, time value and volatility factors of the underlying commitments.
Exchange-traded futures and options are recorded at market, based on closing
exchange prices.
As of September 30, 2001, Select Energy has calculated the market price
resulting from a 10 percent unfavorable change in forward market prices.
That 10 percent change would result in approximately an $8 million decline in
the fair value of the Select Energy trading portfolio. In the normal course of
business, Select Energy also faces risks that are either nonfinancial or
nonquantifiable. Such risks principally include credit risk, which is not
reflected in the sensitivity analysis above.
Commodity Price Risk - Nontrading Activities: Select Energy utilizes
derivative financial and commodity instruments (derivatives), including futures
and forward contracts, to reduce market risk associated with fluctuations in
the price of electricity and natural gas sold under firm commitments with
certain customers. Select Energy also utilizes derivatives, including price
swap agreements, call and put option contracts, and futures and forward
contracts, to manage the market risk associated with a portion of its
anticipated supply requirements. These derivative instruments have been
designated as cash flow hedging instruments.
When conducting sensitivity analysis of the change in the fair value of Select
Energy's electricity, natural gas and oil nontrading portfolio, which would
result from a hypothetical change in the future market price of electricity,
natural gas and oil, the fair value of the contracts are determined from models
which take into account estimated future market prices of electricity, natural
gas and oil, the volatility of the market prices in each period, as well as
the time value factors of the underlying commitments. In most instances,
market prices and volatility are determined from quoted prices on the futures
exchange.
Select Energy has determined a hypothetical change in the fair value for its
nontrading electricity, natural gas and oil contracts, assuming a 10 percent
unfavorable change in forward market prices. As of September 30, 2001, an
unfavorable 10 percent change in forward market price would have resulted in a
decrease in fair value of approximately $22 million.
The impact of a change in electricity, natural gas and oil prices on Select
Energy's nontrading contracts on September 30, 2001, is not necessarily
representative of the results that will be realized when these contracts are
physically delivered.
Select Energy also maintains natural gas service agreements with certain
customers to supply gas at fixed prices for terms extending through 2003.
Select Energy has hedged its gas supply risk under these agreements through
NYMEX contracts. Under these contracts, the purchase price of a specified
quantity of gas is effectively fixed over the term of the gas service
agreements, which extend through 2003. As of September 30, 2001, the NYMEX
contracts had a notional value of $102.5 million and a negative after-tax
mark-to-market position of $18.1 million.
Derivative Cash Flow Hedge Accounting: Derivative instruments recorded which
were effective cash flow hedges resulted in an increase in other comprehensive
income of $12.3 million, net of tax, upon the adoption of Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended. During the first nine months of
2001, a negative $4.9 million, net of tax, was reclassified from other
comprehensive income upon the conclusion of these hedged transactions and
recognized in earnings. An additional $1.8 million, net of tax, was recognized
in earnings for those derivatives that were determined to be ineffective.
Also, during the third quarter of 2001, new cash flow hedge transactions were
entered into which hedge cash flows through 2005. As a result of these new
transactions and market value changes since January 1, 2001, other
comprehensive income decreased by $44.8 million, net of tax. Accumulated other
comprehensive income at September 30, 2001, was a negative $37.4 million, net
of tax (decrease to equity), relating to hedged transactions and it is
estimated that $30.1 million will be reclassified as a charge to earnings
within the next twelve months. Cash flows from the hedge contracts are
reported in the same category as cash flows from the hedged assets.
17. Special Deposits
Special deposits include cash collateral posted in connection with various
power purchase and sales agreements.
QUARTERLY REPORT OF SELECT ENERGY, INC.
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935
and the rules and regulations of the Securities and Exchange Commission issued
thereunder, the undersigned company has duly caused this report to be signed
on its behalf by the undersigned officer thereunto duly authorized.
NORTHEAST UTILITIES
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(Registered Holding Company)
By: /s/ John J. Roman
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(Signature of Signing Officer)
John J. Roman
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Vice President and Controller
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Date: November 27, 2001
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