EVERSOURCE ENERGY - Annual Report 2005

U5S 1 e71636.htm

Commission File Number: 30-246

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-1004

FORM U5S

ANNUAL REPORT

FOR THE YEAR ENDED DECEMBER 31, 2004

Filed pursuant to the Public Utility Holding Company Act of 1935 by

NORTHEAST UTILITIES

One Federal Street, Building 111-4 Springfield, Massachusetts 01105

(Corporate Address)

107 Selden Street Berlin, Connecticut 06037-1616

(Principal Headquarters)

NORTHEAST UTILITIES

FORM U5S ANNUAL REPORT

FOR THE YEAR ENDED DECEMBER 31, 2004

| Item | TABLE OF
CONTENTS | Page |
| --- | --- | --- |
| 1. | System Companies
and Investments Therein | 2 |
| 2. | Acquisitions
or Sales of Utility Assets | 5 |
| 3. | Issue, Sale,
Pledge, Guarantee, or Assumption of System Securities | 6 |
| 4. | Acquisition,
Redemption or Retirement of System Securities | 7 |
| 5. | Investments
in Securities of Nonsystem Companies | 7 |
| 6. | Officers and
Directors | 8 |
| 7. | Contributions
and Public Relations | 40 |
| 8. | Service, Sales
and Construction Contracts | 40 |
| 9. | Wholesale
Generators and Foreign Utility Companies | 41 |
| 10. | Financial
Statements and Exhibits | 44 |
| | Signature | F-1 |

ITEM 1.	SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2004	Number	% of		Owners
		of Common	Voting	Issuer Book	Book
Tier	Name of Company
(Company Abbreviation)	Shares Owned	Power	Value (000s)	Value	Type of Business
					(000s)
	Northeast
Utilities (NU)					Registered
Holding Company
1	New
England Hydro-Transmission Electric
	Company,
Inc.	403,314	22.66 %	$ 5,938	$ 5,938	Transmission
Company
1	New
England Hydro-Transmission Corporation	1,813	22.66 %	3,563	3,563	Transmission
Company
1	The
Connecticut Light and Power Company
	(CL&P)	6,035,205	100 %	822,292	822,292	Electric Utility
	Unsecured
Debt (Note B)	N/A	N/A	90,025	90,025
2	CL&P Receivables Corporation (CRC)	100	100 %	232,366	232,366	Special Purpose
Entity (SPE)
2	CL&P Funding LLC		100 %	7,193	7,193	SPE
2	The
Connecticut Steam Company *		100 %			*
2	The
Nutmeg Power Company *		100 %			*
2	Electric
Power Incorporated *		100 %			*
2	CL&P Capital, L.P. (a)					(a)
2	Connecticut
Yankee Atomic Power Company	120,750	34.5 %	15,034	15,034	Nuclear Generation
	(Note
A)
2	Yankee
Atomic Electric Company (Note A)	1,879	24.5 %			Nuclear Generation
2	Maine
Yankee Atomic Power Company	31,104	12.0 %	4,359	4,359	Nuclear Generation
	(Note
A)
1	Public
Service Company of New Hampshire
	(PSNH)	301	100 %	399,699	399,699	Electric Utility
	Unsecured
Note (Note B)	N/A	N/A	23,900	23,900
2	Properties,
Inc.	200	100 %	6,076	6,076	Real Estate (b)
2	PSNH
Funding LLC		100 %	3,126	3,126	SPE
2	PSNH
Funding LLC 2		100 %	251	251	SPE
2	Connecticut
Yankee Atomic Power Company	17,500	5.0 %	2,179	2,179	Nuclear Generation
	(Note
A)
2	Yankee
Atomic Electric Company (Note A)	537	7.0 %			Nuclear Generation
2	Maine
Yankee Atomic Power Company	12,960	5.0 %	1,816	1,816	Nuclear Generation
	(Note
A)
1	Western
Massachusetts Electric Company
	(WMECO)	434,653	100 %	164,472	164,472	Electric Utility
	Unsecured
Debt (Note B)	N/A	N/A	15,900	15,900
2	WMECO
Funding LLC		100 %	776	776	SPE
2	Connecticut
Yankee Atomic Power Company	33,250	9.5 %	4,141	4,141	Nuclear Generation
	(Note
A)
2	Yankee
Atomic Electric Company (Note A)	537	7.0 %			Nuclear Generation
2	Maine
Yankee Atomic Power Company	7,776	3.0 %	1,090	1,090	Nuclear Generation
	(Note
A)
1	North
Atlantic Energy Corporation (NAEC)	6	100 %	5,274	5,274	Electric Utility
1	North
Atlantic Energy Service Corporation
	(NAESCO) *	1,000	100 %	2,634	2,634	Service Company *
1	Holyoke
Water Power Company (HWP)	480,000	100 %	6,516	6,516	Electric Utility
	Unsecured
Debt (Note B)	N/A	N/A	16,700	16,700
2	Holyoke
Power and Electric Company (HP&E)	4,850	100 %	222	222	Electric Utility
1	Yankee
Energy System, Inc. (YES)	1,000	100 %	529,784	529,784	Intermediate
Holding Company
2	Yankee
Gas Services Company (Yankee Gas)	1,000	100 %	517,752	517,752	Gas Utility
	Unsecured
Debt (Note B)	N/A	N/A	29,600	29,600
2	Norconn
Properties, Inc. (Norconn)	200	100 %	850	850	Real Estate (b)
	Unsecured
Debt (Note B)	N/A	N/A	1,100	1,100
2	Yankee
Energy Services Company (YESCO)	200	100 %	3,228	3,228	Rule 58 Energy-Related
Company
2	Yankee
Energy Financial Services Company
	(YEFSCO)	200	100 %	1,663	1,663	Financial
Services
	Unsecured
Debt (Note B)	N/A	N/A	3,600	3,600
2	Housatonic
Corporation *	100	100 %	(215)	(215)	*
2	R.M.
Services, Inc. (RMS) (c) *					Receivables
Services (c) *
1	Northeast
Utilities Service Company (NUSCO)	1	100 %	2,815	2,815	Service Company
1	NU
Enterprises, Inc. (NUEI)	89	100 %	520,759	520,759	Intermediate
Holding Company
2	Northeast
Generation Company (NGC)	6	100 %	452,728	452,728	Exempt Wholesale
Generator
2	Northeast
Generation Services Company (NGS)	100	100 %	8,069	8,069	Rule 58 Energy-Related
Company
	Unsecured
Debt (Note B)	N/A	N/A	5,650	5,650
3	Greenport
Power LLC (Greenport) (d)	N/A	50 %	1	1	Rule 58 Energy-Related
Company
3	E.
S. Boulos Company (Boulos)	100	100 %	13,825	13,825	Rule 58 Energy-Related
Company
3	NGS
Mechanical, Inc.	100	100 %	7	7	Rule 58 Energy-Related
Company
3	Woods
Electrical Co., Inc. (Woods Electrical)	100	100 %	3,725	3,725	Rule 58 Energy-Related
Company
	Unsecured
Debt (Note B)	N/A	N/A	10,450	10,450

		Number — of Common	% of — Voting	Issuer Book		Owners — Book
Tier	Name of Company
(Company Abbreviation)	Shares Owned	Power	Value (000s)		Value		Type of Business
						(000s)
2	Mode
1 Communications, Inc.	100	100 %	13,448		13,448		Exempt Telecommunications
Company
2	Woods
Network Services, Inc.	100	100 %	3,311		3,311		Exempt Telecommunications
Company
	(Woods
Network)
	Unsecured
Debt (Note B)	N/A	N/A	3,700		3,700
2	Select
Energy, Inc. (Select Energy)	100	100 %	(43,206	)	(43,206	)	Rule 58 Energy-Related
Company
	Unsecured
Debt (Note B)	N/A	N/A	150,000		150,000
3	Select
Energy New York, Inc. (SENY)	10,000	100 %	43,306		43,306		Rule 58 Energy-Related
Company
2	Select
Energy Services, Inc. (SESI)	100	100 %	38,176		38,176		Energy Services
Company
	Unsecured
Debt (Note B)	N/A	N/A	13,250		13,250
3	Select
Energy Contracting, Inc.	100	100 %	18,473		18,473		Rule 58 Energy-Related
Company
3	Reeds
Ferry Supply Co., Inc.	100	100 %	(42	)	(42	)	Rule 58 Energy-Related
Company
3	HEC/Tobyhanna
Energy Project, Inc.	100	100 %	1,089		1,089		SPE, Rule
58 Energy-Related Company
3	HEC/CJTS
Energy Center LLC		100 %	1		1		SPE, Rule
58 Energy-Related Company
3	ERI/HEC
EFA-Med, LLC		50 %	9		9		Rule 58 Energy-Related
Company
1	The
Quinnehtuk Company (Quinnehtuk)	3,500	100 %	(2,151	)	(2,151	)	Real Estate (b)
	Unsecured
Debt (Note B)	N/A	N/A	3,100		3,100
1	The
Rocky River Realty Company (RRR)	100	100 %	24,209		24,209		Real Estate (b)
	Unsecured
Debt (Note B)	N/A	N/A	21,200		21,200
1	Northeast
Nuclear Energy Company (NNECO) *	30	100 %	1,173		1,173		Service Company *
1	Charter
Oak Energy, Inc. (COE) *	100	100 %	158		158		*

*Inactive - winding up its affairs.
(a)	Dissolved
on December 23, 2004.
(b)	Constructs,
acquires or leases some of the property and facilities used by one or more of NUs subsidiaries.
(c)	On June 30,
2004, RMS sold substantially all of its assets and liabilities for $3 million.
(d)	Greenport
is a limited liability company that was established to enter into an engineering,
procurement and construction agreement with Global Common LLC for the performance
of design, engineering, procurement, construction and other services in connection
with an electrical generation facility construction project.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2004 (Continued)

Note A: Investments of More than One System Company:

| Name of
Owner | No. of
Common — Shares
Owned | % of — Voting Power | to Owners |
| --- | --- | --- | --- |
| | | | (Thousands) |
| Connecticut Yankee Atomic Power Company (a) : | | | |
| CL&P | 120,750 | 34.5 % | $ 15,034 |
| PSNH | 17,500 | 5.0 | 2,179 |
| WMECO | 33,250 | 9.5 | 4,141 |
| Total
NU System | 171,500 | 49.0 | 21,354 |
| Yankee Atomic Electric Company (a) : | | | |
| CL&P | 1,879 | 24.5 | |
| PSNH | 537 | 7.0 | |
| WMECO | 537 | 7.0 | |
| Total
NU System | 2,953 | 38.5 | |
| Maine Yankee Atomic Power Company (a) : | | | |
| CL&P | 31,104 | 12.0 | 4,359 |
| PSNH | 12,960 | 5.0 | 1,816 |
| WMECO | 7,776 | 3.0 | 1,090 |
| Total
NU System | 51,840 | 20.0 | 7,265 |

(a) Connecticut Yankee Atomic Power Companys, Yankee Atomic Electric Companys and Maine Yankee Atomic Power Companys nuclear power plants were shut down permanently on December 4, 1996, February 26, 1992 and August 6, 1997, respectively.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2004 (Continued)

Note B: This table represents all system money pool borrowings and NU Parent advances at December 31, 2004.

| | System Money
Pool and | | Principal — Amount | Book | Book |
| --- | --- | --- | --- | --- | --- |
| Name of
Company | NU Parent
Advances | | Owed | Value | Value |
| | | | (Thousands of Dollars) | | |
| CL&P | 2.24% System
Money Pool | $ | 90,025 | $ 90,025 | $ 90,025 |
| PSNH | 2.24% System
Money Pool | | 23,900 | 23,900 | 23,900 |
| WMECO | 2.24% System
Money Pool | | 15,900 | 15,900 | 15,900 |
| HWP | 2.24% System
Money Pool | | 7,100 | 7,100 | 7,100 |
| HWP | Variable Rate,
Payable Upon Demand | (a) | 9,600 | 9,600 | 9,600 |
| | | | 16,700 | 16,700 | 16,700 |
| Yankee Gas | 2.24% System
Money Pool | | 29,600 | 29,600 | 29,600 |
| Norconn | 2.24% System
Money Pool | | 1,100 | 1,100 | 1,100 |
| YEFSCO | 2.24% System
Money Pool | | 3,600 | 3,600 | 3,600 |
| NGS | 2.24% System
Money Pool | | 650 | 650 | 650 |
| | 7.25% Payable
Upon Demand | | 5,000 | 5,000 | 5,000 |
| | | | 5,650 | 5,650 | 5,650 |
| Woods Electrical | 2.24% System
Money Pool | | 6,000 | 6,000 | 6,000 |
| Woods Electrical | 7.25% Payable
Upon Demand | | 4,450 | 4,450 | 4,450 |
| | | | 10,450 | 10,450 | 10,450 |
| Woods Network | 7.25% Payable
Upon Demand | | 2,600 | 2,600 | 2,600 |
| | Variable Rate,
Payable Upon Demand | (b) | 1,100 | 1,100 | 1,100 |
| | | | 3,700 | 3,700 | 3,700 |
| Select Energy | Variable Rate,
Payable Upon Demand | (c) | 150,000 | 150,000 | 150,000 |
| SESI | 2.24% System
Money Pool | | 13,250 | 13,250 | 13,250 |
| Quinnehtuk | 2.24% System
Money Pool | | 3,100 | 3,100 | 3,100 |
| RRR | 2.24% System
Money Pool | | 16,200 | 16,200 | 16,200 |
| | 7.25% Payable
Upon Demand | | 5,000 | 5,000 | 5,000 |
| | | | 21,200 | 21,200 | 21,200 |

| (a) The interest
rate at December 31, 2004 was 2.46%. |
| --- |
| (b) The interest
rate at December 31, 2004 was 2.24%. |
| (c) The interest
rate at December 31, 2004 was 4.10%. |

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

Effective January 1, 2004, PSNH completed the purchase of the distribution assets and retail franchise of Connecticut Valley Electric Company (CVEC), a subsidiary of Central Vermont Public Service Corporation (CVPS), for $30.1 million. The purchase price included the book value of CVECs plant assets of approximately $9 million and an additional $21 million to terminate an above-market wholesale power purchase agreement CVEC had with CVPS.

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES

Descriptions of transactions involving the issue, sale, pledge, guarantee, or assumption of system securities, including short-term borrowings, have been filed pursuant to Rule 24, with the exception of certain NU guarantees incident to the procurement of surety bonds and the issue of certain securities, as described below.

In the ordinary course of their businesses, the NU subsidiary companies are required to provide surety or performance bonds. From time to time, NU guarantees the payment of such a bond by its subsidiary through the indemnification of the surety company or agency which has agreed to provide the bond. NU's guarantee of these surety bonds is exempt from the provisions of Section 12(b) of the Public Utility Holding Company Act of 1935, pursuant to Rule 45(b)(6) thereunder. As of December 31, 2004, NU had $10.9 million of such guarantees outstanding. The highest amount outstanding during 2004 was $40.8 million on January 31, 2004.

At various times from January 1, 2004 through December 31, 2004, Select Energy has issued debt to NU in reliance on Rule 52. The highest balance outstanding through the year was $65 million on January 2, 2004, and the balance at December 31, 2004 was zero. The interest rate matched the interest rate charged to NU under its revolving credit facility at the time of the issuance.

In addition, information relating to the following issuances has been filed on Form U-6B-2 in accordance with Rule 52:

On January 30, 2004, Yankee Gas issued $75 million of first mortgage bonds (the Series G Bonds) with a coupon of 4.80 percent and a maturity of January 1, 2014. Form U-6B-2 for this transaction was filed on February 9, 2004.
On June 30, 2004, Boulos renewed a promissory note payable to BankNorth N.A. in the aggregate principal amount of $6 million, initially issued on December 29, 2003. Form U-6B-2 for these transactions was filed on August 12, 2004.
On July 12, 2004, PSNH entered into a treasury rate lock with Salomon Smith Barney in the notional amount of $50 million, an interest rate of 4.479 percent and a termination date of July 16, 2004. Form U-6B-2 for this transaction was filed on July 12, 2004.
On July 22, 2004, PSNH issued $50 million of first mortgage bonds (the Series L Bonds) with a fixed coupon rate of 5.25 percent and a maturity of July 15, 2014. Form U-6B-2 for this transaction was filed on August 2, 2004.
On September 17, 2004, CL&P issued $150 million of first mortgage bonds (the Series A Bonds) with a fixed coupon of 4.80 percent and a maturity of September 15, 2014. CL&P also issued $130 million of first mortgage bonds (the Series B Bonds) with a fixed coupon of 5.75 percent and a maturity of September 15, 2034. Form U-6B-2 for this transaction was filed on September 24, 2004.
On September 23, 2004, WMECO issued $50 million in senior unsecured notes (the Series B Notes) with a coupon of 5.90 percent and a maturity of September 15, 2034. Form U-6B-2 for this transaction was filed on September 27, 2004.
On November 15, 2004, Yankee Gas issued $50 million of first mortgage bonds (the Series H Bonds) with a fixed coupon of 5.26 percent and a maturity of November 1, 2019. Form U-6B-2 for this transaction was filed on November 24, 2004.

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)

		Number of Shares or Principal Amount
	Name of
Company
	Acquiring,
Name of
Issuer and Title of Issue	Redeeming
or Retiring	Acquired	Redeemed or Retired	Consideration
CL&P,
8.50% Series C	CL&P	None	$ 59,000,000	$ 59,000,000
Yankee Gas,
10.07% Series A-E	Yankee Gas	None	15,200,000	15,200,000
Yankee Gas,
8.63% Series C	Yankee Gas	None	20,000,000	20,000,000

(1) For acquisitions, redemptions or retirements of system securities, other than preferred stock, all transactions are exempt pursuant to Rule 42, except as noted.

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

| | | | Number
of — Shares/ | % of — Voting | Carrying — Value |
| --- | --- | --- | --- | --- | --- |
| Name of
Owner | Name of
Issuer | Security
Owned | Book
Value | Power | to Owners |
| | | | | | (Thousands) |
| WMECO | Massachusetts
Mutual Life Insurance | Note | | | $ 190 |
| | (Insurance) | | | | |
| PSNH | Amoskeag Industries,
Inc. | Stock | 1,000 shares | | $ 100 |
| | (Manufacturer) | | | | |
| 11 Subsidiaries (2) | Various | Stock, Debentures | | | $ 154 |
| | | and Notes | | | |
| Mode 1 Communications,
Inc. | NEON Communications,
Inc. | Stock | 2,129,095
shares | | $ 8,822 |
| | (Telecommunications) | | | | |
| YESCO | BMC Energy
LLC | Note | $1.3 million
note | | $ 1,302 |
| | (Energy Related) | | | | |

(2) Comprised of CL&P, WMECO, HWP, Quinnehtuk, NUSCO, NU Parent, PSNH, Yankee, NUEI, SESI and RRR.

ITEM 6. OFFICERS AND DIRECTORS

Part I. As of December 31, 2004

The following is a list of the names and principal business addresses of the individuals who are Trustees of Northeast Utilities (NU), but who are not officers or directors of any other NU system company. The names of the officers and directors of system companies appear in Section 2 below.

| Mr. Richard
H. Booth | Elizabeth
T. Kennan |
| --- | --- |
| Hartford Steam
Boiler Inspection | c/o Northeast
Utilities |
| &Insurance Company | P.O. Box 270 |
| One State
Street | Hartford,
CT 06141-0270 |
| Hartford,
CT 06102 | |
| Cotton Mather
Cleveland | Robert E.
Patricelli |
| Mather Associates | Womens
Health USA, Inc. |
| 75 Newport
Road, Suite 208 | and Evolution
Benefits, Inc. |
| New London,
NH 03257 | 22 Waterville
Road |
| | Avon, CT 06001 |
| Sanford Cloud,
Jr. | John F. Swope |
| The National
Conference for | c/o Northeast
Utilities |
| Community
and Justice | P. O. Box
270 |
| 475 Park Avenue
South, 19 th Floor | Hartford,
CT 06141-0270 |
| New York,
NY 10016 | |
| Mr. James
F. Cordes | |
| c/o Northeast
Utilities | |
| P. O. Box
270 | |
| Hartford,
CT 06141-0270 | |
| E. Gail de
Planque, Ph.D | |
| c/o Northeast
Utilities | |
| P. O. Box
270 | |
| Hartford,
CT 06141-0271 | |
| John G. Graham | |
| c/o Northeast
Utilities | |
| P. O. Box
270 | |
| Hartford,
CT 06141-0271 | |

Following are the names of and positions held by the officers and directors of all system companies (excluding the Trustees of Northeast Utilities who are listed in Section 1 above).

NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED AS OF DECEMBER 31, 2004

	NU	NUSCO	CL&P
Charles W.
Shivery	CHB, P, CEO,
T	CH, P, CEO,
D
John H. Forsgren	VC, EVP, CFO,
T	EVP, CFO,
D	EVP, CFO
Cheryl W.
Grisé	PU	PU, D	CEO, D
Lawrence E.
De Simone	PC	PC, D
Kerry J. Kuhlman
(1)
Gary A. Long
(2)
Leon J. Olivier			P, COO, D
Dennis E.
Welch
Christopher
L. Beschler
David H. Boguslawski		VP	VP, D
Gregory B.
Butler	SVP, S, GC	SVP, S, GC
Mary Jo Keating		VP
Jeffrey R.
Kotkin		VP
Jean M. LaVecchia		VP
Dana L. Louth			VP
John M. MacDonald
(2)
David R. McHale	VP, TRS	VP, TRS
Margaret L.
Morton		VP
James A. Muntz			VP
William J.
Nadeau (3)
Raymond P.
Necci		VP
Rodney O.
Powell			VP
Paul E. Ramsey
(2)
John P. Stack	VP, C	VP, C	VP, C
Lisa J. Thibdaue		VP
Roger C. Zaklukiewicz			VP
Robert A.
Bersak (2)
O. Kay Comendul			S
Randy A. Shoop			TRS
Daniel P.
Venora
Patricia A.
Wood (1)
Cynthia A.
Reames (4)
Christopher
T. Burt (4)
Michelle Moezzi
(5)
Murry K. Staples

	HP&E	HWP	PSNH
Charles W.
Shivery
John H. Forsgren			EVP, CFO,
D
Cheryl W.
Grisé	P, D	P, D	CEO, D
Lawrence E.
De Simone
Kerry J. Kuhlman	D	D
Gary A. Long			P, COO, D
Leon J. Olivier
Dennis E.
Welch
Christopher
L. Beschler
David H. Boguslawski	D	D	VP, D
Gregory B.
Butler
Mary Jo Keating
Jeffrey R.
Kotkin
Jean M. LaVecchia
Dana L. Louth
John M. MacDonald			VP
David R. McHale	VP, TRS	VP, TRS	VP, TRS
Margaret L.
Morton
James A. Muntz
William J.
Nadeau	VP	VP
Raymond P.
Necci
Rodney O.
Powell
Paul E. Ramsey			VP
John P. Stack	VP, C	VP, C	VP, C
Lisa J. Thibdaue
Roger C. Zaklukiewicz	VP	VP	VP
Robert A.
Bersak
O. Kay Comendul	S, CL	S, CL	S
Randy A. Shoop
Daniel P.
Venora
Patricia A.
Wood
Cynthia A.
Reames
Christopher
T. Burt
Michelle Moezzi
Murry K. Staples

	WMECO	Mode 1	PI
Charles W.
Shivery		D
John H. Forsgren	EVP, CFO,
D	D
Cheryl W.
Grisé	CEO, D
Lawrence E.
De Simone
Kerry J. Kuhlman	P, COO,
D
Gary A. Long			P, D
Leon J. Olivier
Dennis E.
Welch
Christopher
L. Beschler
David H. Boguslawski	VP, D
Gregory B.
Butler
Mary Jo Keating
Jeffrey R.
Kotkin
Jean M. LaVecchia
Dana L. Louth
John M. MacDonald
David R. McHale	VP, TRS	VP, TRS	VP, TRS
Margaret L.
Morton
James A. Muntz
William J.
Nadeau
Raymond P.
Necci
Rodney O.
Powell
Paul E. Ramsey			VP, D
John P. Stack	VP, C	VP, C	VP, C
Lisa J. Thibdaue
Roger C. Zaklukiewicz	VP
Robert A.
Bersak			S, D
O. Kay Comendul		S
Randy A. Shoop
Daniel P.
Venora
Patricia A.
Wood	CL
Cynthia A.
Reames
Christopher
T. Burt
Michelle Moezzi
Murry K. Staples

	Quinn.	RRR	CRC
Charles W.
Shivery	P, D	P, D
John H. Forsgren
Cheryl W.
Grisé	D	D	D
Lawrence E.
De Simone
Kerry J. Kuhlman
Gary A. Long
Leon J. Olivier			P, D
Dennis E.
Welch
Christopher
L. Beschler
David H. Boguslawski	D	D	D
Gregory B.
Butler
Mary Jo Keating
Jeffrey R.
Kotkin
Jean M. LaVecchia
Dana L. Louth
John M. MacDonald
David R. McHale	VP, TRS	VP, TRS
Margaret L.
Morton
James A. Muntz
William J.
Nadeau
Raymond P.
Necci
Rodney O.
Powell
Paul E. Ramsey
John P. Stack	VP, C	VP, C	VP, C
Lisa J. Thibdaue
Roger C. Zaklukiewicz	VP	VP
Robert A.
Bersak
O. Kay Comendul		S	S
Randy A. Shoop			TRS
Daniel P.
Venora
Patricia A.
Wood	CL
Cynthia A.
Reames			D
Christopher
T. Burt
Michelle Moezzi
Murry K. Staples

	Conn Steam	Nutmeg Power	EPI
Charles W.
Shivery
John H. Forsgren
Cheryl W.
Grisé	D	D	D
Lawrence E.
De Simone
Kerry J. Kuhlman
Gary A. Long
Leon J. Olivier
Dennis E.
Welch
Christopher
L. Beschler
David H. Boguslawski	P	P	P
Gregory B.
Butler
Mary Jo Keating
Jeffrey R.
Kotkin
Jean M. LaVecchia
Dana L. Louth
John M. MacDonald
David R. McHale
Margaret L.
Morton
James A. Muntz
William J.
Nadeau
Raymond P.
Necci
Rodney O.
Powell
Paul E. Ramsey
John P. Stack	VP, C	VP, C	VP, C
Lisa J. Thibdaue
Roger C. Zaklukiewicz
Robert A.
Bersak
O. Kay Comendul	S, D	S, D	S, D
Randy A. Shoop	TRS	TRS	TRS
Daniel P.
Venora	D	D	D
Patricia A.
Wood
Cynthia A.
Reames
Christopher
T. Burt
Michelle Moezzi
Murry K. Staples

	YES	YEFSCO
Charles W.
Shivery
John H. Forsgren	EVP, CFO,
D	EVP, CFO,
D
Cheryl W.
Grisé	CEO, D	CEO, D
Lawrence E.
De Simone
Kerry J. Kuhlman
Gary A. Long
Leon J. Olivier
Dennis E.
Welch	P, COO, D	P, COO, D
Christopher
L. Beschler
David H. Boguslawski
Gregory B.
Butler	SVP, S, GC	SVP, S, GC
Mary Jo Keating
Jeffery R.
Kotkin
Jean M. LaVecchia
Dana L. Louth
John M. MacDonald
David R. McHale	VP, TRS	VP, TRS
Margaret L.
Morton
James A. Muntz
William J.
Nadeau
Raymond P.
Necci
Rodney O.
Powell
Paul E. Ramsey
John P. Stack	VP, C	VP, C
Lisa J. Thibdaue
Roger C. Zaklukiewicz
Robert A.
Bersak
O. Kay Comendul
Randy A. Shoop
Daniel P.
Venora
Patricia A.
Wood
Cynthia A.
Reames
Christopher
T. Burt
Michelle Moezzi
Murry K. Staples

	YGSCO	YESCO	NORCONN
Charles W.
Shivery
John H. Forsgren	EVP, CFO,
D	EVP, CFO,
D	EVP, CFO,
D
Cheryl W.
Grisé	CEO, D	CEO, D	CEO, D
Lawrence E.
De Simone
Kerry J. Kuhlman
Gary A. Long
Leon J. Olivier
Dennis E.
Welch	P, COO, D	P, COO, D	P, COO, D
Christopher
L. Beschler	VP
David H. Boguslawski
Gregory B.
Butler	SVP, S, GC	SVP, S, GC	SVP, S, GC
Mary Jo Keating
Jeffrey R.
Kotkin
Jean M. LaVecchia
Dana L. Louth
John M. MacDonald
David R. McHale	VP, TRS	VP, TRS	VP, TRS
Margaret L.
Morton
James A. Muntz
William J.
Nadeau
Raymond P.
Necci
Rodney O.
Powell
Paul E. Ramsey
John P. Stack	VP, C	VP, C	VP, C
Lisa J. Thibdaue
Roger C. Zaklukiewicz
Robert A.
Bersak
O. Kay Comendul
Randy A. Shoop
Daniel P.
Venora
Patricia A.
Wood
Cynthia A.
Reames
Christopher
T. Burt
Michelle Moezzi
Murry K. Staples

| | HOUSATONIC | RMS | CLP FUNDING
(6) |
| --- | --- | --- | --- |
| Charles W.
Shivery | | | |
| John H. Forsgren | EVP, CFO,
D | EVP, CFO,
D | |
| Cheryl W.
Grisé | CEO, D | CEO, D | |
| Lawrence E.
De Simone | | | |
| Kerry J. Kuhlman | | | |
| Gary A. Long | | | |
| Leon J. Olivier | | | |
| Dennis E.
Welch | P, COO, D | P, COO, D | |
| Christopher
L. Beschler | | | |
| David H. Boguslawski | | | D, MC |
| Gregory B.
Butler | SVP, S, GC | SVP, S, GC | |
| Mary Jo Keating | | | |
| Jeffrey R.
Kotkin | | | |
| Jean M. LaVecchia | | | |
| Dana L. Louth | | | |
| John M. MacDonald | | | |
| David R. McHale | VP, TRS | VP, TRS | |
| Margaret L.
Morton | | | |
| James A. Muntz | | | |
| William J.
Nadeau | | | |
| Raymond P.
Necci | | | |
| Rodney O.
Powell | | | D, MC |
| Paul E. Ramsey | | | |
| John P. Stack | VP, C | VP, C | VP, TRS |
| Lisa J. Thibdaue | | | |
| Roger C. Zaklukiewicz | | | |
| Robert A.
Bersak | | | |
| O. Kay Comendul | | | S |
| Randy A. Shoop | | | P, D, MC |
| Daniel P.
Venora | | | |
| Patricia A.
Wood | | | |
| Christopher
T. Burt | | | D, MC |
| Michelle Moezzi | | | D, MC |
| Murry K. Staples | | VP | |

| | PSNH FUNDING
(7) | PSNH FUNDING
2 (7) | WMECO FUNDING
(8) |
| --- | --- | --- | --- |
| Charles W.
Shivery | | | |
| John H. Forsgren | | | |
| Cheryl W.
Grisé | | | |
| Lawrence E.
De Simone | | | |
| Kerry J. Kuhlman | | | D, MC |
| Gary A. Long | D, MC | D, MC | |
| Leon J. Olivier | | | |
| Dennis E.
Welch | | | |
| Christopher
L. Beschler | | | |
| David H. Boguslawski | | | D, MC |
| Gregory B.
Butler | | | |
| Mary Jo Keating | | | |
| Jeffrey R.
Kotkin | | | |
| Jean M. LaVecchia | | | |
| Dana L. Louth | | | |
| John M. MacDonald | | | |
| David R. McHale | | | |
| Margaret L.
Morton | | | |
| James A. Muntz | | | |
| William J.
Nadeau | | | |
| Raymond P.
Necci | | | |
| Rodney O.
Powell | | | |
| Paul E. Ramsey | D, MC | D, MC | |
| John P. Stack | VP, TRS | VP, TRS | VP, TRS |
| Lisa J. Thibdaue | | | |
| Roger C. Zaklukiewicz | | | |
| Robert A.
Bersak | | | |
| O. Kay Comendul | S | S | S |
| Randy A. Shoop | P, D, MC | P, D, MC | P, D, MC |
| Daniel P.
Venora | | | |
| Patricia A.
Wood | | | |
| Cynthia A.
Reames | | | |
| Christopher
T. Burt | D, MC | D, MC | D, MC |
| Michelle Moezzi | D, MC | D, MC | D, MC |
| Murry K. Staples | | | |

	NAEC	NAESCO	NNECO
Charles W.
Shivery	D	D	D
John H. Forsgren	D	D	D
Cheryl W.
Grisé	P, D	P, D	P, D
Lawrence E.
De Simone
Kerry J. Kuhlman
Gary A. Long
Leon J. Olivier
Dennis E.
Welch
Christopher
L. Beschler
David H. Boguslawski
Gregory B.
Butler
Mary Jo Keating
Jeffrey R.
Kotkin
Jean M. LaVecchia
Dana L. Louth
John M. MacDonald
David R. McHale	VP, TRS	VP, TRS	VP, TRS
Margaret L.
Morton
James A. Muntz
William J.
Nadeau
Raymond P.
Necci
Rodney O.
Powell
Paul E. Ramsey
John P. Stack
Lisa J. Thibdaue
Roger C. Zaklukiewicz
Robert A.
Bersak
O. Kay Comendul	S	S	S
Randy A. Shoop
Daniel P.
Venora
Patricia A.
Wood
Cynthia A.
Reames
Christopher
T. Burt
Michelle Moezzi
Murry K. Staples

	COE	HEC/CJTS
Lawrence E.
De Simone
William W.
Schivley	CHB, D
James B. Redden
(9)	P, D	P, D
Armando J.
Barone (10)
Joseph F.
Bellefeuille (11)
Richard J.
Cohen (12)
Annette M.
Durnack (12)
Stephen J.
Fabiani
Linda A. Jensen
(9)	VP, TRS, CL	TRS, S, D
William J.
Nadeau	D
John J. Roman	D
Jeffrey M.
Warren (11)
Carol L. Carver
(9)
Christopher
Fogarty (11)
Frederic Lee
Klein	S
John M. Boardman
Thomas M.
Driscoll (13)
Michael A.
Paolella (3)
Christopher
T. Burt		D
Michelle Moezzi		D
Neil Petchers
(14)
Barbara Casey
(9)
Britta MacIntosh
(9)
Scott Silver
(14)
Brian J. Grosjean
(3)
Richard C.
Neugebaur (15)
Michael J.
Giarratano (15)
James A. Ginnetti
Jeffrey M.
Towles (3)

	ERI/HEC (16)	HTEP	RFS
Lawrence E.
De Simone
William W.
Schivley		CH, D	P, D
James B. Redden	MC	P, D	D
Armando J.
Barone
Joseph F.
Bellefeuille			SVP
Richard J.
Cohen
John J. Roman		D	D
Annette M.
Durnack
Stephen J.
Fabiani
Linda A. Jensen	TRS	VP, TRS, CL	TRS
William J.
Nadeau
Jeffrey M.
Warren			VP
Carol L. Carver			S
Christopher
Fogarty
Frederic Lee
Klein
John M. Boardman
Thomas M.
Driscoll
Michael A.
Paolella
Christopher
T. Burt
Michelle Moezzi
Neil Petchers	VC, MC
Barbara Casey	S
Britta MacIntosh	C, MC
Scott Silver	MC
Brian J. Grosjean
Richard C.
Neugebaur
Michael J.
Giarratano
James A. Ginnetti
Jeffrey M.
Towles

	NUEI	NGC	NGS
Lawrence E.
De Simone	P, CEO, D
William W.
Schivley	D	CH, D	CH P, D
James B. Redden	D
Armando J.
Barone
Joseph F.
Bellefeuille
Richard J.
Cohen
Annette M.
Durnack
Stephen J.
Fabiani
Linda A. Jensen
William J.
Nadeau	D	P, D	VP, COO, D
John J. Roman	VP, C, D	D	D
Jeffrey M.
Warren
Carol L. Carver
Christopher
Fogarty
Frederic Lee
Klein	S	S	S
John M. Boardman
Thomas M.
Driscoll
Michael A.
Paolella
Christopher
T. Burt
Michelle Moezzi
Neil Petchers
Barbara Casey
Britta MacIntosh
Scott Silver
Brian J. Grosjean
Richard C.
Neugebaur
Michael J.
Giarratano
James A. Ginnetti
Jeffrey M.
Towles

	WEC	WNS
Lawrence E.
De Simone
William W.
Schivley
James B. Redden
Armando J.
Barone
Joseph F.
Bellefeuille
Richard J.
Cohen
Annette M.
Durnack
Stephen J.
Fabiani
Linda A. Jensen
William J.
Nadeau	VP, COO, D	VP, COO, D
John J. Roman	D	D
Jeffrey M.
Warren
Carol L. Carver
Christopher
Fogarty
Frederic Lee
Klein	S	S
John M. Boardman
Thomas M.
Driscoll	D	D
Michael A.
Paolella		VP, S, TRS
Christopher
T. Burt
Michelle Moezzi
Neil Petchers
Barbara Casey
Britta MacIntosh
Scott Silver
Brian J. Grosjean		D
Richard C.
Neugebaur		D
Michael J.
Giarratano		P
James A. Ginnetti
Jeffrey M.
Towles		D

	Select	SENY	SECI
Lawrence E.
De Simone
William W.
Schivley	CH, P, D	P, D	CHB, CEO,
D
James B. Redden			P, D
Armando J.
Barone			VP
Joseph F.
Bellefeuille			SVP
Richard J.
Cohen		VP
Annette M.
Durnack		VP
Stephen J.
Fabiani	VP, D	D
Linda A. Jensen			TRS
William J.
Nadeau
John J. Roman	D	D	D
Jeffrey M.
Warren			VP
Carol L. Carver			CL
Christopher
Fogarty			C
Frederic Lee
Klein	S	S
John M. Boardman	C	TRS
Thomas M.
Driscoll
Michael A.
Paolella
Christopher
T. Burt
Michelle Moezzi
Neil Petchers
Barbara Casey
Britta MacIntosh
Scott Silver
Brian J. Grosjean
Richard C.
Neugebaur
Michael J.
Giarratano
James A. Ginnetti	D	D
Jeffrey M.
Towles

	ESB	NGSM
Lawrence E.
De Simone
William W.
Schivley		CH, P, D
James B. Redden
Armando J.
Barone
Joseph F.
Bellefeuille
Richard J.
Cohen
Annette M.
Durnack
Stephen J.
Fabiani
Linda A. Jensen
William J.
Nadeau	VP, COO, D	VP, COO, D
John J. Roman	D	D
Jeffrey M.
Warren
Carol L. Carver
Christopher
Fogarty
Frederic Lee
Klein	S	S
John M. Boardman
Thomas M.
Driscoll	D
Michael A.
Paolella
Christopher
T. Burt
Michelle Moezzi
Neil Petchers
Barbara Casey
Britta MacIntosh
Scott Silver
Brian J. Grosjean
Richard C.
Neugebaur
Michael J.
Giarratano
James A. Ginnetti
Jeffrey M.
Towles

	CYAPCO	YAEC	MYAPCO
Bruce D. Kenyon
(18)	CEO, D, CHB	CEO, D, CHB	D
Richard M.
Kacich (19)		P	D
Wayne Norton
(18)	P
Kenneth J.
Heider (18)	VP
Gregory A.
Maret (19)		VP
Gerald Garfield
(20)	GC	GC
Merrill J.
Atkins (19)	AGC, S	AGC, CL
Kathleen Jewell-Kelleher
(19)	TRS, C	TRS, C
Michael J.
Hager (21)	D	D	D
William S.
Hass (21)	D	D	D
Neven Rabadjija
(22)	D	D
Robert H.
Martin (23)	D	D	D
Raymond P.
Necci	D	D
Frederic E.
Greenman (24)	D	D	D
Stephen W.
Page (25)	D	D	D
Randy A. Shoop	D	D
William J.
Quinlan	D
James A. Muntz	D
Frank Rothen
(26)	D
James F. Crowe
(22)	D
Gerald C.
Poulin (27)	D	D	CHB, D
Ted C. Feigenbaum
(28)			P, CEO
Michael J.
Meisner (28)			VP, CNO
Michael E.
Thomas (28)	VP, CFO	VP, CFO	VP, CFO
Carrie D.
Guerrette (28)			TRS
William M.
Finn (29)			S
Brent M. Boyles
(30)			D
Sara J. Burns
(29)			D
Curtis I.
Call (31)			D
James L. Connors
(32)			D
Robert J.
DeAngelo			D
R. Scott Mahoney
(29)			CL, D
Peter J. Moynihan
(33)			D
Thomas E.
Murley (34)			D
Kirk L. Ramsauer
(35)			D

The principal business address of the individuals listed above is 107 Selden Street, Berlin, Connecticut 06037, except as otherwise noted.

| (1) | Principal
business address is: Western Massachusetts Electric Company, One Federal Street,
Building 111-4, Springfield, Massachusetts 01105. |
| --- | --- |
| (2) | Principal
business address is: Public Service Company of New Hampshire, 780 N. Commercial
Street, Manchester, New Hampshire 03101. |
| (3) | Principal
business address is: Northeast Generation Services Company, 301 Hammer Mill Road,
Rocky Hill, Connecticut 06043. |
| (4) | Principal
business address is: AMACAR Group, 6526 Morrison Boulevard, Suite 318, Charlotte,
North Carolina 28211. |
| (5) | Principal
business address is: Global Securitization Services, LLC, 114 West 47 th Street, Suite 1715, New York, New York 10036. |
| (6) | CLP Funding
LLC is a Delaware limited liability company formed to issue rate reduction bonds.
CL&P is the sole member. |
| (7) | PSNH Funding
LLC and PSNH Funding LLC 2 are Delaware limited liability companies formed to issue
rate reduction bonds. PSNH is the sole member of each. |
| (8) | WMECO Funding
LLC is a Delaware limited liability company formed to issue rate reduction bonds.
WMECO is the sole member. |
| (9) | Principal
business address is: Select Energy Services, Inc., 24 Prime Parkway, Natick, Massachusetts
01760. |
| (10) | Principal
business address is: Select Energy Contracting, Inc., 383 Middle Street, Suite 101,
Bristol, Connecticut 06010. |
| (11) | Principal
business address is: Select Energy Contracting, Inc., 605 Front Street, Manchester,
New Hampshire 03102. |
| (12) | Principal
business address is: Select Energy New York, Inc., 507 Plum Street, Syracuse, New
York 13204. |
| (13) | Principal
business address is: E. S. Boulos Company, Five Star Industrial Park, Westbrook,
Maine 04092. |
| (14) | Principal
business address is: ERI Services, Inc., 350 Fairfield Avenue, Bridgeport, Connecticut
06604. |
| (15) | Principal
business address is: Hawkeye Electric, LLC, 2 Access Road, Patchogue, New York 11772. |
| (16) | ERI/HEC EFA-Med,
LLC is a Delaware limited liability company formed to perform energy services work
for the United States Navy. Select Energy Services, Inc. owns 50% membership interest
and ERI Services, Inc., owns 50% membership ownership interest. |
| (17) | Greenport
Power, LLC is a New York limited liability company formed to construct a peaking
power plant for Global Common LLC in Greenport, Long Island, New York. Northeast
Generation Services Company owns 50% membership interest and Hawkeye Electric, LLC
owns 50% membership ownership interest. |
| (18) | Principal
business address is: Connecticut Yankee Atomic Power Company, 362 Injun Hollow Road,
East Hampton, Connecticut 06424. |
| (19) | Principal
business address is: Yankee Atomic Electric Company, 19 Midstate Drive, Auburn,
Massachusetts 01501. |
| (20) | Principal
business address is: Day, Berry & Howard LLP, CityPlace I, Hartford, Connecticut
06103. |
| (21) | Principal
business address is: 55 Bearfoot Road, Northboro, Massachusetts 01532. |

| (22) | Principal
business address is: NSTAR Electric & Gas Corporation, 800 Boylston Street,
17th Floor, Boston, Massachusetts 02199. |
| --- | --- |
| (23) | Principal
business address is: NSTAR Electric & Gas Corporation, One NSTAR Way, NE220,
Westwood, Massachusetts 02090. |
| (24) | Principal
business address is: National Grid USA Service Company, Inc., 42 Fuller Brook Road,
Wellesley, Massachusetts 02181. |
| (25) | Principal
business address is: Central Vermont Public Service Corp., 77 Grove Street, Rutland,
Vermont 05701 |
| (26) | Principal
business address is: 188 Great Neck Road, Waterford, Connecticut 06385. |
| (27) | Principal
business address is: 64 Tallwood Drive, Readfield, Maine 04355. |
| (28) | Principal
business address is: Maine Yankee Atomic Power Company, 321 Old Fery Road, Wiscasset,
Maine 04578. |
| (29) | Principal
business address is: Central Maine Power Company, Edison Drive, Augusta, Maine 04336. |
| (30) | Principal
business address is: Maine Public Service Company, 209 State Street, P. O. Box 1209,
Presque Isle, Maine 04769. |
| (31) | Principal
business address is: Energy East Management Corporation, 52 Farm View Drive, New
Gloucester, Maine 04260. |
| (32) | Principal
business address is: EMERA Energy, Inc., 1894 Barrington Street, Barrington Tower,
Halifax, Nova Scotia, Canada B3J2A8. |
| (33) | Principal
business address is: 103 Brookside Road, Portland, Maine 04103. |
| (34) | Principal
business address is: 9106 McDonald Drive, Bethesda, Maryland 20817. |
| (35) | Principal
business address is: National Grid USA Service Company, Inc., 25 Research Drive,
Westborough, Massachusetts 01582. |

| KEY: — AGC | | Assistant
General Counsel |
| --- | --- | --- |
| AT | | Associate
Trustee |
| AVP | | Assistant
Vice President |
| C | | Controller |
| CAO | | Chief Administrative
Officer |
| CEO | | Chief Executive
Officer |
| CFO | | Chief Financial
Officer |
| CIO | | Chief Information
Officer |
| CH | | Chairman |
| CHB | | Chairman of
the Board |
| CH(E) | | Chairman of
the Executive Committee |
| CL | | Clerk |
| COMP | | Comptroller |
| CNO | | Chief Nuclear
Officer |
| D | | Director |
| DS | | Director of
Services |
| EVP | | Executive
Vice President |
| ED | | Executive
Director |
| GC | | General Counsel |
| MC | | Member of
Management Committee |
| P | | President |
| PC | | President
Competitive Group |
| PG | | President
- Generation Group |
| PN | | President
Nuclear Group |

| PU | | President
- Utility Group |
| --- | --- | --- |
| PCT | | President
- Connecticut Division |
| PNH | | President
- New Hampshire Division |
| S | | Secretary |
| SVP | | Senior Vice
President |
| T | | Trustee |
| TRS | | Treasurer |
| VC | | Vice Chairman |
| VP | | Vice President |

| NU | | Northeast
Utilities |
| --- | --- | --- |
| ESB | | E. S. Boulos
Company |
| CL&P | | The Connecticut
Light and Power Company |
| CL&P
Funding | | CL&P
Funding LLC |
| COE | | Charter Oak
Energy, Inc. |
| Conn Steam | | The Connecticut
Steam Company |
| CRC | | CL&P
Receivables Corporation |
| CYAPCO | | Connecticut
Yankee Atomic Power Company |
| EPI | | Electric Power,
Incorporated |
| ERI/HEC | | ERI/HEC EFA-Med,
LLC |
| GREENPORT | | Greenport
Power, LLC |
| HEC/CJTS | | HEC/CJTS Energy
Center LLC |
| HOUSATONIC | | Housatonic
Corporation |
| HWP | | Holyoke Water
Power Company |
| Mode 1 | | Mode 1 Communications,
Inc. |
| MYAPCO | | Maine Yankee
Atomic Power Company |
| NAEC | | North Atlantic
Energy Corporation |
| NAESCO | | North Atlantic
Energy Service Corporation |
| NGC | | Northeast
Generation Company |
| NGS | | Northeast
Generation Services Company |
| NGSM | | NGS Mechanical,
Inc. |
| NNECO | | Northeast
Nuclear Energy Company |
| NORCONN | | NorConn Properties,
Inc. |
| NUEI | | NU Enterprises,
Inc. |
| NUSCO | | Northeast
Utilities Service Company |
| Nutmeg Power | | The Nutmeg
Power Company |
| PI | | Properties,
Inc. |
| PSNH | | Public Service
Company of New Hampshire |
| PSNH Funding | | PSNH Funding
LLC |
| PSNH Funding
2 | | PSNH Funding
LLC 2 |
| Quinn. | | The Quinnehtuk
Company |
| RFS | | Reeds Ferry
Supply Co., Inc. |
| RMS | | R. M. Services,
Inc. |
| RRR | | The Rocky
River Realty Company |
| SECI | | Select Energy
Contracting, Inc. |
| Select | | Select Energy,
Inc. |
| SENY | | Select Energy
New York, Inc. |
| SESI | | Select Energy
Services, Inc. |
| WES | | Woods Electrical
Co., Inc. |
| WMECO | | Western Massachusetts
Electric Company |
| WMECO Funding | | WMECO Funding
LLC |
| WNS | | Woods Network
Services, Inc. |
| YES | | Yankee Energy
System, Inc. |
| YEFSCO | | Yankee Energy
Financial Services Company |
| YESCO | | Yankee Energy
Services Company |
| YGSCO | | Yankee Gas
Services Company |
| YAEC | | Yankee Atomic
Electric Company |

Part II. The following is a list of the officers, Directors and Trustees who have financial connections within the provisions of Section 17(c) of the Act.

| Name
of Officer or Director | Name and
Location of Financial Institution | Position
Held in Financial Institution | Applicable Exemption Rule* |
| --- | --- | --- | --- |
| (1) | (2) | (3) | (4) |
| Cotton M.
Cleveland | Ledyard National
Bank | Director | A |
| | Ledyard, New
Hampshire | | |
| James F. Cordes | Comerica Bank Texas | Director | B |
| Cheryl W.
Grisé | MetLife, Inc. Long
Island City, New York | Director | D |
| Gary A. Long | Citizens Bank
- NH Manchester, New Hampshire | Director | F |

A designates Rule 70(a) B designates Rule 70(b) D designates Rule 70(d) F designated Rule 70(f)

ITEM 6. OFFICERS AND DIRECTORS (Continued)

Part III. The information provided herein is applicable to all system companies, except as indicated otherwise.

(a) The compensation of Trustees, Directors, and Executive Officers of system companies:

i. Compensation of NU Trustees

Each Trustee who is not an employee of Northeast Utilities or its subsidiaries receives an annual retainer. The Lead Trustee and the Chairs of the Audit, Compensation, Corporate Affairs, Corporate Governance and Finance Committees receive additional annual retainers. All retainers are payable quarterly. The following table sets forth the amounts of the annual retainers for 2004 and 2005:

	2004	2005
Trustees	$ 25,000	$ 25,000
Lead Trustee	$ 50,000	$ 50,000
Audit Committee	$ 10,000	$ 20,000
Compensation
Committee	$ 5,000	$ 15,000
Corporate
Affairs Committee	$ 4,000	$ 7,500
Corporate
Governance Committee	$ 4,000	$ 7,500
Finance Committee	$ 4,000	$ 7,500

Beginning on January 1, 2005, one-half of the value of the payments to the Chairs of the Audit and Compensation Committees is payable in the form of NU Common Shares.

A non-employee Trustee receives $1,500 and $1,250 ($1,000 in 2004) for each meeting attended of the Board or its Committees, respectively, or, for participation in a meeting by conference telephone, $1,000 for a Board meeting and $850 ($675 in 2004) for a Committee meeting. However, members of the Audit Committee will receive $1,250 for certain meetings held by conference telephone during 2005.

A non-employee Trustee who is asked by either the Board of Trustees or the Chairman of the Board to perform extra Board-related services in the interest of the Northeast Utilities System may receive additional compensation of $750 per half-day plus necessary expenses. When the spouses of Trustees are asked to attend functions of the Board, the Companys pays for the travel-related expenses of the spouses that attend such functions. The payment of a Trustees spousal expenses is considered imputed income to the individual Trustee. In addition, the Company makes a gross-up payment to each such Trustee to cover the tax liability for the imputed income associated with the spousal expenses. The cumulative amount of such payments for 2004 was approximately $37,308.

In December 2003 the Board elected Dr. Kennan as interim Chairman of the Board and formed a Search Committee following Mr. Morriss announced retirement. In January 2004, the Compensation Committee approved compensation for the interim Chairman of the Board and for members of the Search Committee. During her tenure as interim Chairman of the Board, which ended upon the election of Mr. Shivery as a Trustee and as Chairman of the Board, President and Chief Executive Officer on March 29, 2004, Dr. Kennan was paid $40,000 per month in lieu of all retainers and meeting fees, and Dr. Kennan received $20,000 additional compensation for extra services performed during December 2003. Members of the Search Committee (except for Dr. Kennan) received a one-time payment of $10,000, and the Chair of the Search Committee (Mr. Cordes) received a one-time payment of $20,000, in lieu of normal meeting fees for all meetings of the Search Committee held during the search for a new chief executive officer for the Company.

Under the terms of the Northeast Utilities Incentive Plan, each non-employee Trustee is also eligible for stock-based grants. In January 2004, Dr. Kennan was granted 5,000 restricted share units and each other non-employee Trustee was granted 3,000 restricted share units under the Incentive Plan. Subject to any deferral election in effect, half of these units were paid as newly-issued shares in January 2005 and half will be paid as newly-issued shares in January 2009.

In January 2005, each non-employee Trustee was granted 3,000 restricted share units under the Incentive Plan. If a Trustee leaves the Board prior to January 10, 2006, such Trustee will forfeit a pro rata portion of these units. Absent such a forfeiture, and subject to any deferral election in effect, half of these units will be paid as newly-issued shares in January 2006 and half will be paid as newly-issued shares in January 2010, whether or not such individual is then a Trustee.

Prior to the beginning of each calendar year, non-employee Trustees may irrevocably elect to have all or any portion of their retainers and fees paid in the form of common shares of Northeast Utilities. Pursuant to the Northeast Utilities Deferred Compensation Plan for Trustees, each Trustee may also irrevocably elect to defer receipt of some or all cash and/or share compensation.

ii. Compensation of Subsidiary Directors

Employees serving as Directors of CL&P, PSNH and WMECO receive no special compensation on account of such service. CL&P, PSNH and WMECO had no non-employee Directors during 2003 or 2004.

iii. Compensation of Executive Officers

The following tables present the cash and non-cash compensation received by the Chief Executive Officer and the next four highest paid executive officers of NU, CL&P, PSNH, and WMECO during 2004, in accordance with rules of the SEC:


		Annual Compensation			Awards		Payouts
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($) (Note 1)	Restricted Stock Award(s)($) (Note 2)	Securities Underlying Options/Stock Appreciation Rights (#)	Long-Term Incentive Program Payouts ($)	All Other Compensation ($) (Note 3)
Charles W. Shivery Chairman of the Board, President and Chief Executive Officer of
NU (Note 5)	2004	799,380	200,000	3,754	866,244			43,150
	2003	554,616	674,000	8,946	220,004			16,639
	2002	306,731	200,000	224,594		29,204		7,615
John H. Forsgren Vice Chairman of NU, Executive Vice President and Chief Financial
Officer of NU, PSNH and WMECO (Note 4)	2004	589,616		8,700	444,595			214,284
	2003	574,615	1,086,175	17,384	427,495			187,574
	2002	556,154	165,000			54,400		179,674
Cheryl W. Grisé President - Utility Group of NU and Chief Executive Officer of CL&P, PSNH and WMECO	2004	505,539	234,949	5,000	387,494			229,321
	2003	451,538	581,513	13,216	324,994			184,587
	2002	409,231	280,000			39,600		180,523
Gregory B. Butler Senior Vice President, Secretary and General Counsel of NU and NUSCO	2004	304,615	75,316	760	250,003			12,785
	2003	244,615	232,200	4,473	109,995			6,000
	2002	206,154	70,000			13,200		6,000
Leon J. Olivier President and Chief Operating Officer of CL&P (Note 6) (CL&P
Table Only)	2004	330,693	143,521	107,993	81,696			12,523
	2003	317,100	275,000	3,192	78,505			18,343
	2002	303,908	138,000			9,900		9,117
Gary A. Long President and Chief Operating Officer of PSNH (PSNH Table Only)	2004	193,077	79,308		66,509			7,947
	2003	185,154	140,000	2,.643	65,002			5,555
	2002	178,154	70,000			8,100		5,345
Kerry J. Kuhlman President and Chief Operating Officer of WMECO (Note 7) (WMECO Table
Only)	2004	187,000	63,879		64,704			7,682
	2003	180,015	125,000	2,542	62,499			5,400
	2002	173,093	62,000			7,900		5,193
David Boguslawski Vice President - Transmission	2004	217,308	42,957		75,206			9,006
	2003	204,616	155,390		75,000			9,050
	2002	190,654	75,000			8,600		5,720
William W. Schivley President - Select Energy, Inc. (Note 8)	2004	359,908		3,684	155,002			14,598
	2003	303,077	182,023	2,373	115,000			13,411
	2002	275,769		450		17,500		8,273

Notes:

| (1) | Other Annual
Compensation for Mr. Shivery includes $144,000 of relocation expenses in 2002, per
his employment agreement. "Other Annual Compensation" for Mr. Olivier includes $105,966
of supplemental pension payments payable under his previous employment agreement
with Northeast Nuclear Energy Company, an affiliate of CL&P. "Other Annual
Compensation" for other officers includes miscellaneous items such as reimbursement
for financial planning fees. |
| --- | --- |
| (2) | Restricted
shares listed in the Table are valued as of the date of grant. The aggregate restricted
share holdings by the individuals named in the table were, at December 31, 2004,
252,761 common shares, with an aggregate value of $4,764,545. The aggregate restricted
share holdings by each of the individuals named in the table and the value thereof,
at December 31, 2004, were 67,667 common shares ($1,275,711) for Mr. Shivery; 14,441
common shares ($272,213) for Mr. Schivley, 8,025 common shares ($151,271) for Mr.
Boguslawski, 81,495 common shares ($1,536,181) for Mr. Forsgren; 61,926 common shares
($1,167,305) for Mrs. Grisé; 19,289 common shares ($363,598) for Mr. Butler; 8,560
common shares ($161,356) for Mr. Olivier; 7,027 common shares ($132,459) for Mr.
Long and 6,797 common shares ($128,123) for Mrs. Kuhlman. Each of the individuals
were awarded restricted share units as long term incentive compensation during 2004,
which vest over four years, with 50% payable at vesting and 50% payable 4 years
after vesting; dividends on restricted share units are reinvested and additional
shares added as a result of reinvestment are vested and paid on the same schedule.
In addition, Mr. Shivery was awarded 25,000 restricted shares in 2004 upon his appointment
as Chairman, President and CEO; these shares vest over 4 years and dividends are
paid out during the vesting period. In 2003, certain individuals were awarded restricted
shares as long term compensation which vest over four years; dividends on these
restricted shares are paid out during the vesting period. Payment of 50% of the
2003 annual incentive payout for Mr. Shivery, Mr. Forsgren and Mrs. Grisé was made
in restricted share units which vest over three years and on which dividends are
reinvested during the vesting period. Payment of 50 percent of the 2001 and 2002
annual bonuses of each of Mr. Forsgren and Mrs. Grisé was made on February 25, 2002
and February 25, 2003, respectively, in the form of restricted shares vesting one-third
on each of the next three anniversaries of these payments; dividends on these restricted
shares granted in 2003 are paid out during the vesting period. |
| (3) | All Other
Compensation for 2004 consists of employer matching contributions under the Northeast
Utilities Service Company 401k Plan, generally available to all eligible employees
($6,150 for each named officer other than Mr. Forsgren - $0, Mr. Long - $5,792 and
Mrs. Kuhlman - $5,610), matching contributions under the Deferred Compensation Plan
for Executives (Mr. Shivery - $17,831, Mrs. Grisé - $9,016, Mr. Butler - $2,988 and
Mr. Olivier - $3,771) and dividends on restricted stock (Mr. Shivery - $19,169, Mr.
Forsgren - $14,172, Mrs. Grisé - $10,774, Mr. Butler - $3,647, Mr. Olivier - $2,603.
Mr. Long - $2,155, Mr. Schivley $3,813, Mr. Boguslawski - $369, and Mrs. Kuhlman
- $2,072). For Mr. Forsgren and Mrs. Grisé, it also includes vested deferred compensation
paid out in 2004 of $200,112 and $203,381, respectively (See Employment Contracts
and Termination of Employment and Change in Control Arrangements, below). |
| (4) | Retired December
31, 2004. |
| (5) | Served as
interim President effective January 1, 2004 and elected Chairman of the Board, President
and Chief Executive Officer on March 29, 2004. |
| (6) | Mr. Olivier
served as President of CL&P through January 17, 2005. |
| (7) | Mrs. Kuhlman
served as President of WMECO through December 31, 2004. |
| (8) | Retired January
31, 2005. |

Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

| | | | Number of Securities Underlying Unexercised Options/SARs at Fiscal Year End
(#) | | Value of Unexercised In-the-Money Options/SARs at Fiscal Year End ($) | |
| --- | --- | --- | --- | --- | --- | --- |
| | | Value Realized ($) | | | | |
| Name | | | Exercisable | Unexercisable | Exercisable | Unexercisable |
| Charles W.
Shivery | | | 19,349 | 9,675 | | |
| John H. Forsgren | | | 134,266 | 18,134 | 9,792 | 4,896 |
| Cheryl W.
Grisé | | | 158,027 | 13,201 | 126,513 | 3,564 |
| Gregory J.
Butler | | | 24,400 | 4,400 | 6,089 | 1,188 |
| Leon J. Olivier
(CL&P) | | | 16,599 | 3,301 | 1,782 | 891 |
| Gary A. Long
(PSNH) | | | 25,349 | 2,701 | 26,409 | 729 |
| Kerry J. Kuhlman
(WMECO) | | | 26,230 | 2,634 | 28,596 | 711 |
| David H. Boguslawski | 6,672 | $23,857 | 22,482 | 2,868 | 5,260 | 774 |
| William W.
Schivley | | | 52,416 | 5,834 | 12,225 | 1,575 |

Long-Term Incentive Plans Awards in Last Fiscal Year

Grants of three-year performance units were made during 2004 under the Northeast Utilities Incentive Plan to the Companys officers. Payments will be made in cash following the close of the performance period. Threshold, target, and maximum payouts will be determined based on net income over the performance period. In the event of termination due to retirement, death, or disability, grants are prorated based on time in the performance period and their value shall be determined based on performance through the end of the performance period. In the event of a Change of Control, as defined, grants are prorated based on time in the performance period, their value shall be set at target, and their value shall be paid immediately. In the event of a Termination Upon a Change of Control, as defined, grants are fully vested, their value shall be set at target, and their value shall be paid immediately. Grants to the executive officers named in the Summary Compensation Table were as follows:

(a)	(b)	(c)	(d)	(e)	(f)
Number of Shares, Units or Other Rights (#)	Performance or Other Period Until Maturation or Payout
Name		Threshold
($)	Target
($)	Maximum
($)
Charles W.
Shivery	4,000	1/1/2004-12/31/2006	160,000	400,000	560,000
John H. Forsgren	4,446	1/1/2004-12/31/2006	177,840	444,600	622,440
Cheryl W.
Grisé	3,875	1/1/2004-12/31/2006	155,000	387,500	542,500
Gregory B.
Butler	2,500	1/1/2004-12/31/2006	100,000	250,000	350,000
Leon J. Olivier
(CL&P)	818	1/1/2004-12/31/2006	32,720	81,800	114,520
Gary A. Long
(PSNH)	665	1/1/2004-12/31/2006	26,600	66,500	93,100
Kerry J. Kuhlman
(WMECO)	648	1/1/2004-12/31/2006	25,920	64,800	90,720
William W.
Schivley	1,550	1/1/2004-12/31/2006	62,000	155,000	217,000
David H. Boguslawski	753	1/1/2004-12/31/2006	30,120	75,300	105,420

(b) Their interest in the securities of system companies including options or other rights to acquire securities:

NU owns 100% of the outstanding common stock of CL&P, PSNH, and WMECO. The following table sets forth, as of March 1, 2005, (except for Mr. Forsgrens beneficial ownership, which is given as of December 31, 2004, his last day as an Executive Officer of these companies and Mr. Schivleys beneficial ownership which is given as of January 31, 2005, his last day as an Executive Officer) the beneficial ownership of the equity securities of NU by (i) Trustees of NU and Directors of CL&P, PSNH and WMECO, (ii) the Chief Executive Officer of each of NU, CL&P, PSNH and WMECO and the Executive Officers of CL&P, PSNH, and WMECO listed on the Summary Compensation Table and (iii) all of the current Executive Officers and directors of each of NU, CL&P, PSNH and WMECO, as a group. No equity securities of CL&P, PSNH, or WMECO are owned by the Trustees of NU or the Directors and Executive Officers of NU, CL&P, PSNH, and WMECO. Unless otherwise noted, each Trustee, Director and Executive Officer of CL&P, PSNH, and WMECO has sole voting and investment power with respect to the listed shares.

| Title of Class — NU Common | Gregory B.
Butler | (1) | 44,957 | (2) |
| --- | --- | --- | --- | --- |
| NU Common | John H. Forsgren | (3) | 164,226 | (2) |
| NU Common | Cheryl W.
Grisé | (4) | 214,743 | (2) |
| NU Common | Kerry J. Kuhlman
(WMECO) | (5) | 40,104 | (2) |
| NU Common | Gary A. Long
(PSNH) | (6) | 38,595 | (2) |
| NU Common | Leon J. Olivier
(CL&P) | (7) | 26,397 | (2) |
| NU Common | Charles W.
Shivery | (8) | 63,413 | (2) |
| NU Common | Richard H.
Booth | (9) | 6,000 | (2) |
| NU Common | Cotton Mather
Cleveland | (10) | 20,232 | (2) |
| NU Common | Sanford Cloud,
Jr. | (11) | 23,367 | (2) |
| NU Common | James F. Cordes | (12) | 13,049 | (2) |
| NU Common | E. Gail de
Planque | (10) | 20,640 | (2) |
| NU Common | John G. Graham | | 1,000 | (2) |
| NU Common | Elizabeth
T. Kennan | (10) | 18,755 | (2) |
| NU Common | Robert E.
Patricelli | (10) | 29,172 | (2) |
| NU Common | John F. Swope | (10) | 22,361 | (2) |
| NU Common | William W.
Schivley | (13) | 60,934 | (2) |
| NU Common | David H. Boguslawski | (14) | 36,199 | (2) |

Amount beneficially owned by Directors and Executive Officers as a group:

Company — NU	16	791,657	(2)
CL&P	7	571,846	(2)
PSNH	8	578,543	(2)
WMECO	7	603,257	(2)

Notes:

| (1) | Includes 29,800
shares that could be acquired by Mr. Butler pursuant to currently exercisable options
and 3,890 shares as to which Mr. Butler has sole voting and no dispositive power. |
| --- | --- |
| (2) | As of March
1, 2004, the Trustee and Executive Officers of NU and Directors and Executive Officers
of CL&P, PSNH, or WMECO individually and as a group, owned less than one percent
of the shares outstanding. |
| (3) | Includes 134,266
shares that could have been acquired by Mr. Forsgren as of December 31, 2004 pursuant
to then currently exercisable options and 28,343 shares as of December 31, 2004
as to which Mr. Forsgren had sole voting and no dispositive power. |
| (4) | Includes 171,228
shares that could be acquired by Mrs. Grisé pursuant to currently exercisable options
and 14,779 shares as to which Mrs. Grisé has sole voting and no dispositive power,
and 265 shares held by Mrs. Grisés husband as custodian for her children,
with whom she shares voting and dispositive power. |
| (5) | Includes 28,864
shares that could be acquired by Mrs. Kuhlman pursuant to currently exercisable
options and 2,210 shares as to which Mrs. Kuhlman has sole voting and no dispositive
power. |
| (6) | Includes 28,050
shares that could be acquired by Mr. Long pursuant to currently exercisable options
and 2,299 shares as to which Mr. Long has sole voting and no dispositive power. |
| (7) | Includes 19,900
shares that could be acquired by Mr. Olivier pursuant to currently exercisable options
and 2,776 shares as to which Mr. Olivier has sole voting and no dispositive power. |

| (8) | Includes 19,349
shares that could be acquired by Mr. Shivery pursuant to currently exercisable options
and 26,530 shares as to which Mr. Shivery has sole voting and no dispositive power. |
| --- | --- |
| (9) | Includes 5,000
shares that could be acquired by Mr. Booth pursuant to currently exercisable options. |
| (10) | Includes 12,500
shares that could be acquired by the beneficial owner pursuant to currently exercisable
options. |
| (11) | Includes 7,500
shares that could be acquired by Mr. Cloud pursuant to currently exercisable options. |
| (12) | Includes 5,000
shares that could be acquired by Mr. Cordes pursuant to currently exercisable options. |
| (13) | Includes 52,416
shares that could be acquired by Mr. Schivley as of January 31, 2005 pursuant to
then currently exercisable options and 6,100 shares as of January 31, 2005 as to
which Mr. Schivley had sole voting and no dispositive power. |
| (13) | Includes 19,349
shares that could be acquired by Mr. Shivery pursuant to currently exercisable options
and 26,530 shares as to which Mr. Shivery has sole voting and no dispositive power. |
| (14) | Includes 25,350
shares that could be acquired by Mr. Boguslawski pursuant to currently exercisable
options and 2,652 shares as to which Mr. Boguslawski has sole voting and no dispositive
power. |

In addition, NUs proxy statement reflects that NUs trustees and named executive officers owned the following numbers of restricted share units and deferred shares or units as of March 1, 2005 (except for Mr. Morris, whose ownership is given as of December 31, 2003). Restricted share units includes restricted share units issued under the Northeast Utilities Incentive Plan receipt of which has not been deferred. Deferred shares or units includes common shares and restricted share units receipt of which has been deferred, and which are recorded in the executive officers or Trustees account under the Northeast Utilities Deferred Compensation Plan for Trustees or the Northeast Utilities Deferred Compensation Plan for Executives. In each case the named individual has neither voting nor dispositive power with respect to these deferred shares or deferred restricted share units nor the ability to obtain beneficial ownership of the shares represented thereby within 60 days.

	Number of	Number of
Name	Restricted Share Units	Deferred Shares and Units
David H. Boguslawski	6,189	20
Richard H.
Booth		10,944
Gregory B.
Butler	20,829	158
Cotton Mather
Cleveland		6,100
Sanford Cloud,
Jr.	4,550	992
James F. Cordes	4,550	3,185
E. Gail de
Planque	3,000	3,100
John H. Forsgren	53,152
John G. Graham		10,853
Cheryl W.
Grisé	45,725	2,065
Elizabeth
T. Kennan		11,351
Robert E.
Patricelli	4,550
William W.
Schivley	8,341	982
Charles W.
Shivery	66,948	2,103
John F. Swope		8,216

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the number of Common Shares of Northeast Utilities issuable under the equity compensation plans of the Northeast Utilities System, as well as their weighted exercise price, in accordance with the rules of the SEC:

| Plan Category | Number of
securities to be issued upon exercise of outstanding options, warrants
and rights | Weighted-average
exercise Price of outstanding options, warrants and rights | Number of
securities remaining available for future issuance under equity compensation plans
(excluding securities reflected in column (a)) |
| --- | --- | --- | --- |
| | (a) | (b) | (c) |
| Equity compensation
plans approved by security holders | 2,054,937 | $18.596 | See Note 1 |
| Equity compensation
plans not approved by security holders | | | None |
| Total | 2,054,937 | $18.596 | See Note 1 |

Notes to table:

Under the Northeast Utilities Incentive Plan, 6,301,994 shares were available for issuance as of December 31, 2004. In addition, an amount equal to one percent of the outstanding shares as of the end of each year becomes available for issuance under the Incentive Plan the following year. Under the Northeast Utilities Employee Share Purchase Plan II, 6,723,969 additional shares are available for issuance. Each such plan expires in 2008.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Trustees and certain officers of Northeast Utilities and persons who beneficially own more than ten percent of the outstanding common shares of Northeast Utilities to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Based on such reports, or written representations that no Form 5 was required, Northeast Utilities believes that for the year ended December 31, 2004, all such reporting requirements were complied with in a timely manner.

Northeast Utilities Service Company (NUSCO) has entered into employment agreements with Messrs. Butler, Forsgren, Olivier and Shivery and Mrs. Grisé. The agreements are binding on Northeast Utilities and, except for Mr. Shiverys agreement, on certain majority-owned subsidiaries of Northeast Utilities.

Each agreement obligates the officer to perform such duties as may be directed by the NUSCO Board of Directors or the Northeast Utilities Board of Trustees, protect the Companys confidential information, and refrain, while employed by the Company and for a period of time thereafter, from competing with the Company in a specified geographic area. Each agreement provides that the officers base salary will not be reduced below certain levels without the consent of the officer, and that the officer will participate in specified benefits under the Supplemental Executive Retirement Plan or other supplemental retirement programs (see Pension Benefits below) and/or in certain executive incentive programs at specified incentive opportunity levels.

Each agreement provides for a specified employment term and for automatic one-year extensions of the employment term unless at least six months notice of non-renewal is given by either party. The employment term may also be ended by the Company for cause," as defined, at any time (in which case certain supplemental retirement benefits may be forfeited), or by the officer on thirty days prior written notice for any reason. Absent cause," the Company may remove the officer from his or her position on sixty days prior written notice, but in the event the officer is so removed and signs a release of all claims against the Company, the officer will receive two years base salary and annual incentive payments, specified employee welfare and pension benefits, and vesting of specified long-term incentive compensation.

Under the terms of the agreements, upon any termination of employment following a change of control, as defined, between (a) the earlier of the date shareholders approve a change of control transaction or a change of control transaction occurs and (b) the earlier of the date, if any, on which the Board of Trustees abandons the transaction or the date two years following the change of control, if the officer signs a release of all claims against the Company, the officer will be entitled to certain payments including a multiple (not to

exceed three) of base compensation, as defined, annual incentive payments, specified employee welfare and pension benefits, and vesting of specified long-term incentive compensation. Certain of the change of control provisions may be modified by the Board of Trustees prior to a change of control, on at least two years notice to the affected officer(s).

Besides the terms described above, Mr. Shiverys agreement provides for a specified initial salary, cash and stock options upon employment, a special incentive program and special retirement benefits, and Mr. Forsgrens agreement provides for special retirement benefits. See Pension Benefits," below, for further description of these provisions. The agreements of Mr. Forsgren and Mrs. Grisé were supplemented during 2001 to provide for a deferred payment of $520,000 and $500,000, respectively, which payments vested and were paid in even installments (adjusted to reflect investment performance) on June 28, 2002, 2003 and 2004. Letter agreements reflecting the terms of employment for Messrs. Boguslawski, Olivier and Schivley provide for specified initial salary, cash, stock options and/or other benefits upon employment. Messrs. Boguslawski, Olivier and Schivley participate in the Special Severance Program for Officers of Northeast Utilities System Companies. Upon his retirement in January 2005, Mr. Schivley received severance in the amount of $336,000.

The descriptions of the various agreements set forth above are for purpose of disclosure in accordance with the proxy and other disclosure rules of the SEC and shall not be controlling on any party; the actual terms of the agreements themselves determine the rights and obligations of the parties.

| (d) | Their indebtedness
to system companies: |
| --- | --- |
| | No Trustee,
Director or executive officer was indebted to a system company during 2004. |
| (e) | Their participation
in bonus and profit-sharing arrangements and other benefits: |
| | Besides the
discussion of compensation in Part III, Section (a) above, see the following: |

PENSION BENEFITS

The tables on the following page show the estimated annual retirement benefits payable to an executive officer of Northeast Utilities upon retirement, assuming that retirement occurs at age 65 and that the officer is at that time not only eligible for a pension benefit under the Northeast Utilities Service Company Retirement Plan (the Retirement Plan) but also eligible for either the make-whole benefit or the make-whole benefit plus the target benefit under the Supplemental Executive Retirement Plan for Officers of Northeast Utilities System Companies (the Supplemental Plan). The Supplemental Plan is a non-qualified pension plan providing supplemental retirement income to system officers. The make-whole benefit under the Supplemental Plan, available to all officers, makes up for benefits lost through application of certain tax code limitations on the benefits that may be provided under the Retirement Plan, and includes as compensation awards under the executive incentive plans and deferred compensation (as earned). The target benefit further supplements these benefits and is available to officers at the Senior Vice President level and higher who are selected by the Board of Trustees to participate in the target benefit and who remain in the employ of Northeast Utilities companies until at least age 60 (unless the Board of Trustees sets an earlier age).

Messrs. Shivery and Butler and Mrs. Grisé are currently eligible for a make-whole plus a target benefit and Mr. Forsgren, having retired at the end of 2004,is currently receiving such benefit. Messrs. Boguslawski, Olivier and Long and Mrs. Kuhlman are eligible for the make-whole benefit but not the target benefit. Mr. Schivley was not eligible to participate in the Supplemental Plan but he did participate in the Retirement Plan until his retirement. The amount of his annual compensation covered by the Retirement Plan was limited by the IRS to $205,000 for 2004.

Mr. Shiverys Employment Agreement provides for a special retirement benefit, following completion of five years of service with the Company (2007), consisting of the excess over benefits otherwise payable from the Retirement Plan and the Supplemental Plan needed to give him the equivalent of fully-vested benefits under the Retirement Plan and the Supplemental Plan calculated by adding three additional years to his actual service and utilizing an early commencement reduction factor of 2 percent per year for each year younger than age 65 at commencement, if better than the factors then in use under the Retirement Plan.

Mr. Forsgrens Employment Agreement provides for supplemental pension benefits based on crediting additional service for the make-whole plus target benefit under the Supplemental Plan. Based on his age and service at retirement, Mr. Forsgren is eligible for a make-whole plus target benefit based on crediting 11.9 extra years of service, unreduced for early commencement. Mr. Forsgrens employment agreement also provides for payments equal to 25 percent of final average compensation (not to exceed 170 percent of highest average base compensation received in any 36 month period) for up to 15 years following retirement, reduced by four percentage points for each year that his age is less than 65 years at retirement. Because Mr. Forsgren retired at the end of 2004 at the

age of 58 years, 4 months, the amount of the supplemental 15-year annuity benefit provided will equal 18.3% of his final average compensation, which includes an average incentive of 70% of base pay. Also, as a result of his retirement, Mr. Forsgrens 2003 restricted shares issued under the Long-Term Incentive Program were vested on a pro rata basis, so that 6,398 restricted shares with a value of $120,602 as of December 31, 2004, became immediately vested.

The terms of Mr. Oliviers employment provide for certain supplemental pension benefits in lieu of a make-whole benefit if certain eligibility requirements are met, in order to provide a benefit similar to that provided by his previous employer. If Mr. Olivier remains in continuous employment with the Company until September 10, 2011 (or earlier with the Companys permission), he will be eligible for a special benefit, subject to reduction for termination prior to age 65, of three percent of Final Average Compensation for each of his first 15 years of service since September 10, 2001 plus one percent of Final Average Compensation for each of the second 15 years of service. Alternatively, if he does not voluntarily terminate his employment with the Company prior to his 60th birthday, or upon earlier termination upon a Change of Control, as defined in the Special Severance Program, he may receive upon retirement a lump sum payment of $2,050,000 in lieu of the make-whole benefit and the benefit described in the preceding sentence. These supplemental pension benefits will be offset by the value of any benefits he receives from the Retirement Plan.

Mr. Schivleys employment agreement provides that upon retirement he will be entitled to receive a special retirement benefit calculated by applying the benefit formula of the CMS Energy / Consumers Energy Company (CMS) Supplemental Executive Retirement Plan as was in effect upon his date of hire by the Northeast Utilities System (the Company) to all compensation earned from the Company and to all service rendered to the Company and CMS; this benefit will be offset by benefits from the Retirement Plan and CMS.

Annual Benefit for Officers Eligible for Make-Whole Benefit

Final Average Compensation	Years of Credited Service — 15	20	25	30	35
$200,000	$43,174	$57,565	$71,957	$86,591	$101,226
$250,000	$54,424	$72,565	$90,707	$109,091	$127,476
$300,000	$65,674	$87,565	$109,457	$131,591	$153,726
$350,000	$76,924	$102,565	$128,207	$154,091	$179,976
$400,000	$88,174	$117,565	$146,957	$176,591	$206,226
$450,000	$99,424	$132,565	$165,707	$199,091	$232,476
$500,000	$110,674	$147,565	$184,457	$221,591	$258,726
$600,000	$133,174	$177,565	$221,957	$266,591	$311,226
$700,000	$155,674	$207,565	$259,457	$311,591	$363,726
$800,000	$178,174	$237,565	$296,957	$356,591	$416,226
$900,000	$200,674	$267,565	$334,457	$401,591	$468,726
$1,000,000	$223,174	$297,565	$371,957	$446,591	$521,226
$1,100,000	$245,674	$327,565	$409,457	$491,591	$573,726
$1,200,000	$268,174	$357,565	$446,957	$536,591	$626,226
$1,300,000	$290,674	$387,565	$484,457	$581,591	$678,726
$1,400,000	$313,174	$417,565	$521,957	$626,591	$731,226
$1,500,000	$335,674	$447,565	$559,457	$671,591	$783,726

Annual Benefit For Officers Eligible For Target Plus Make Whole Benefit

Final Average Compensation	15	20	25	30	35
$ 200,000	$ 72,000	$ 96,000	$ 120,000	$ 120,000	$ 120,000
250,000	90,000	120,000	150,000	150,000	150,000
300,000	108,000	144,000	180,000	180,000	180,000
350,000	126,000	168,000	210,000	210,000	210,000
400,000	144,000	192,000	240,000	240,000	240,000
450,000	162,000	216,000	270,000	270,000	270,000
500,000	180,000	240,000	300,000	300,000	300,000
600,000	216,000	288,000	360,000	360,000	360,000
700,000	252,000	336,000	420,000	420,000	420,000
800,000	288,000	384,000	480,000	480,000	480,000
900,000	324,000	432,000	540,000	540,000	540,000
1,000,000	360,000	480,000	600,000	600,000	600,000
1,100,000	396,000	528,000	660,000	660,000	660,000
1,200,000	432,000	576,000	720,000	720,000	720,000
1,300,000	468,000	624,000	780,000	780,000	780,000
1,400,000	504,000	672,000	840,000	840,000	840,000
1,500,000	540,000	720,000	900,000	900,000	900,000

The benefits presented in the tables above are based on a straight life annuity beginning at age 65 and do not take into account any reduction for joint and survivorship annuity payments. Final average compensation for purposes of calculating the target benefit is the highest average annual compensation of the participant during any 36 consecutive months compensation was earned. Final average compensation for purposes of calculating the make-whole benefit is the highest average annual compensation of the participant during any 60 consecutive months compensation was earned. Compensation for these benefits includes the annual salary and bonus shown in the Summary Compensation Table and, for the make-whole benefit for officers hired before November 2001, and for the target benefit for officers who were hired before November 2001 and eligible for the target benefit prior to October 2003, an amount that represents the annual value of target long term incentive compensation for 2001. Compensation for purposes of these benefits does not include employer matching contributions under the 401k Plan. In the event that an officers employment terminates because of disability, the retirement benefits shown above would be offset by the amount of any disability benefits payable to the recipient that are attributable to contributions made by Northeast Utilities and its subsidiaries under long term disability plans and policies.

The compensation covered by the Supplemental Plan in 2004 for Mr. Shivery, Mr. Forsgren, Mrs. Grisé, Mr. Butler, Mr. Boguslawski, Mr. Olivier, Mr. Long and Mrs. Kuhlman was $999,380, $861,803, $877,038, $379,931, $291,692, $516,741, $295,236 and $274,097, respectively.

As of December 31, 2004, the executive officers named in the Summary Compensation Table had attained the following years of credited service for purposes of the Supplemental Plan: Mr. Shivery - 2, Mr. Forsgren - 8, Mrs. Grisé - 24, Mr. Butler - 8, Mr. Boguslawski - 27, Mr. Olivier - 5, Mr. Long - 29 and Mrs. Kuhlman - 23. Mr. Schivley had 25 years of service for purpose of his special retirement benefit and Mr. Forsgren had 20 years of service for purposes of his supplemental pension benefit.

(f) Their rights to indemnity:

No disclosures were made in any system companys most recent proxy statement or annual report on Form 10-K with respect to the rights to indemnity of Trustees, Directors or executive officers.

| ITEM 7. | CONTRIBUTIONS
AND PUBLIC RELATIONS |
| --- | --- |
| 1. | There were
no expenditures, disbursements or payments made during 2004 in money, goods or services,
directly or indirectly to or for the account of any political party, candidate for
public office or holder of such office, or any committee or agent thereof. |
| | NU has an
established political action committee and has incurred certain costs in the administration
of this committee in accordance with the provisions of the Federal Election Campaign
Act and the Public Utility Holding Company Act. |
| 2. | There were
no expenditures, disbursements or payments made during 2004 to citizens groups or
public relations counsel. |
| | On January
19, 2004, NU parent contributed $2 million to Northeast Utilities Foundation related
to an unconditional contribution receivable outstanding on December 31, 2003. There
were no other contributions made during 2004 and there was no contribution receivable
at December 31, 2004. |
| ITEM 8. | SERVICE,
SALES AND CONSTRUCTION CONTRACTS |
| PART I: | Intercompany
Service Contracts |

Transaction	Serving — Company	Receiving — Company	Compensation — (Millions of Dollars)	Contract Date
Plant operations
and maintenance services	NGS	NGC	$27.9	2000
Plant operations
and maintenance services	NGS	HWP	$15.4	2000
Plant operations
and maintenance services	NGS	SESI	$ 2.8	2002
Engineering
and construction services	NGS	Greenport	$ 0.1	2003
Electrical
maintenance and construction services	Boulos	PSNH	$ 0.7	2003
Electrical
maintenance and construction services	Boulos	CL&P	$ 4.5	2003
Electrical
maintenance and construction services	Boulos	SESI	$ 2.6	2004

These contracts were all in place at December 31, 2004.

PART II:

No.

PART III:

None to be reported.

| ITEM 9. | | WHOLESALE
GENERATORS AND FOREIGN UTILITY COMPANIES |
| --- | --- | --- |
| PART I: | | |
| (a) | At December 31, 2004, NU has an interest in an exempt wholesale generator (EWG) and
has no interest in a foreign utility company (FUCO). | |
| | 1. | Name of EWG: |
| | | Northeast
Generation Company (NGC) |
| | 2. | Location: |
| | | 107 Selden
Street |
| | | Berlin, CT
06037 |
| | 3. | Business Address: |
| | | Same |
| | 4. | Description: |
| | | NGC, a Connecticut
corporation, is a wholly-owned subsidiary of NUEI. NUEI owns 100% of the outstanding
common stock of NGC. NUEI is a wholly-owned subsidiary of NU. No other NU subsidiary
has an interest in NGC. NGC owns and operates a portfolio of 1,296.1 MW of generating
assets in New England. The table below lists these generating assets: |

Asset	Location	Type
Northfield
Mountain	Erving, MA	Pumped Storage	1,080.0
Cabot	Montague,
MA	Conventional
Hydro	61.8
Turners Falls	Montague,
MA	Conventional
Hydro	6.4
Falls Village	Falls Village,
CT	Conventional
Hydro	11.0
Bulls Bridge	New Milford,
CT	Conventional
Hydro	8.4
Rocky River	New Milford,
CT	Conventional
Hydro/Pumped Storage	29.0
Shepaug	Southbury,
CT	Conventional
Hydro	42.6
Stevenson	Monroe, CT	Conventional
Hydro	28.9
Robertsville	Colebrook,
CT	Conventional
Hydro	0.6
Bantam	Litchfield,
CT	Conventional
Hydro	0.3
Scotland	Windham, CT	Conventional
Hydro	2.2
Tunnel	Preston, CT	Conventional
Hydro	2.1
Taftville	Norwich, CT	Conventional
Hydro	2.0
Tunnel ICU	Preston, CT	Internal Combustion
Unit	20.8
Total			1,296.1

(b)
1.	Type: Capital
contribution
2.	Amount: $448.2
million
3.	Debt: None
4.	Other financial
obligations with recourse to NU or another system company: None
5.	Guarantees
by NU: None
Transfer of assets to an affiliated EWG or FUCO:
Market value: None
Book value: None

| | Sale price:
None |
| --- | --- |
| (c) | State the
ratio of debt to common equity and earnings as of 12/31/04: |
| | Ratio of debt
to common equity as of 12/31/04: 0.790 |
| | Ratio of debt
to earnings as of 12/31/04: 8.509 |
| (d) | Service, Sales
or Construction Contracts: |
| | NGC has a
Management and Operation Agreement, dated February 1, 2000, as amended March 1,
2000, with Northeast Generation Services Company (NGS), an affiliate of NGC, to
manage and operate the NGC generating assets. This agreement is in effect until
March 15, 2006. The scope of services that NGS renders to NGC under this agreement
includes management, operations, maintenance, administration, labor, consumables,
water, supervision, and other goods and services necessary for the safe, efficient
and reliable management, operation and maintenance of the NGC assets on a daily
basis. During 2004, NGC paid NGS $27.9 million under this contract. |
| | NGC has a
Service Contract with Northeast Utilities Service Company (NUSCO), an affiliate
of NGC, dated January 4, 1999. This agreement has been extended through the year
2004 in a series of one-year extensions. Under this contract, NUSCO agrees to provide
NGC with services such as corporate and secretarial, financial planning, accounting,
taxes, insurance, budgets, data processing, purchasing, and other administrative
services. During 2004, NGC paid NUSCO $1.2 million under this contract. |

PART II.

An organizational chart showing the relationship of the EWG to other NU system companies is provided as Exhibit G. Required financial data is provided as Exhibit H.

PART III.

(a)	NUs aggregate investment in EWGs and FUCOs, respectively, as of 12/31/04:
	EWGs:	$448.2 million
	FUCOS:	$0 million
(b)	Ratio of aggregate investment to aggregate retained earnings of NUs public-utility
subsidiary companies as of 12/31/04: 0.524

This Page Intentionally Left Blank

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

	Page
Financial
Statements filed pursuant to the Public Utility Holding Company Act of 1935
Signature	F-1
Financial
Statements as of and for the year ended December 31, 2004
Northeast
Utilities and Subsidiaries:
Consolidating
Balance Sheet	F-3F-6
Consolidating
Statement of Income	F-7F-8
Consolidating
Statement of Retained Earnings	F-9F-10
Consolidating
Statement of Capital Surplus, Paid In	F-9F-10
Consolidating
Statement of Cash Flows	F-11F-12
The Connecticut
Light and Power Company and Subsidiaries:
Consolidating
Balance Sheet	F-13F-16
Consolidating
Statement of Income	F-17F-18
Consolidating
Statement of Retained Earnings	F-19F-20
Consolidating
Statement of Capital Surplus, Paid In	F-19F-20
Consolidating
Statement of Cash Flows	F-21F-22
Public Service
Company of New Hampshire and Subsidiaries:
Consolidating
Balance Sheet	F-23F-24
Consolidating
Statement of Income	F-25
Consolidating
Statement of Retained Earnings	F-26
Consolidating
Statement of Capital Surplus, Paid In	F-26
Consolidating
Statement of Cash Flows	F-27
Western Massachusetts
Electric Company and Subsidiary:
Consolidating
Balance Sheet	F-29F-30
Consolidating
Statement of Income	F-31
Consolidating
Statement of Retained Earnings	F-32
Consolidating
Statement of Capital Surplus, Paid In	F-32
Consolidating
Statement of Cash Flows	F-33
Holyoke Water
Power Company and Subsidiary:
Consolidating
Balance Sheet	F-35F-36
Consolidating
Statement of Income	F-37
Consolidating
Statement of Retained Earnings	F-38
Consolidating
Statement of Capital Surplus, Paid In	F-38
Consolidating
Statement of Cash Flows	F-39

| Yankee Energy
System, Inc. and Subsidiaries: | |
| --- | --- |
| Consolidating
Balance Sheet | F-41F-44 |
| Consolidating
Statement of Income | F-45F-46 |
| Consolidating
Statement of Retained Earnings | F-47F-48 |
| Consolidating
Statement of Capital Surplus, Paid In | F-47F-48 |
| Consolidating
Statement of Cash Flows | F-49F-50 |
| NU Enterprises,
Inc. and Subsidiaries: | |
| Consolidating
Balance Sheet | F-51F-54 |
| Consolidating
Statement of Income | F-55F-56 |
| Consolidating
Statement of Retained Earnings | F-57F-58 |
| Consolidating
Statement of Capital Surplus, Paid In | F-57F-58 |
| Consolidating
Statement of Cash Flows | F-59F-60 |
| Northeast
Generation Services Company and Subsidiaries: | |
| Consolidating
Balance Sheet | F-61F-62 |
| Consolidating
Statement of Income | F-63 |
| Consolidating
Statement of Retained Earnings | F-64 |
| Consolidating
Statement of Capital Surplus, Paid In | F-64 |
| Consolidating
Statement of Cash Flows | F-65 |
| Select Energy,
Inc. and Subsidiary: | |
| Consolidating
Balance Sheet | F-67F-68 |
| Consolidating
Statement of Income | F-69 |
| Consolidating
Statement of Retained Earnings | F-70 |
| Consolidating
Statement of Capital Surplus, Paid In | F-70 |
| Consolidating
Statement of Cash Flows | F-71 |
| Select Energy
Services, Inc.: | |
| Consolidating
Balance Sheet | F-73F-76 |
| Consolidating
Statement of Income | F-77F-78 |
| Consolidating
Statement of Retained Earnings | F-79F-80 |
| Consolidating
Statement of Capital Surplus, Paid In | F-79F-80 |
| Consolidating
Statement of Cash Flows | F-81F-82 |
| Financial
Statements, Reports of Independent Registered | |
| Public
Accounting Firm and Notes to Financial Statements | F-83 |
| Other Subsidiaries
Under the Public Utility Holding Company Act: | |
| New
England Hydro-Transmission Electric Company, Inc. | F-84F-86 |
| New
England Hydro-Transmission Corporation | F-87F89 |
| Connecticut
Yankee Atomic Power Company | F-90F-92 |
| Yankee
Atomic Electric Company | F-93F-95 |
| Maine
Yankee Atomic Power Company | F-97F-101 |
| Greenport
Power LLC | F-102F-104 |
| ERI/HEC
EFA-Med, LLC | F-105F-107 |
| Exhibits | E-1 |

SIGNATURE

Northeast Utilities, a registered holding company, has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, pursuant to the requirements of the Public Utility Holding Company Act of 1935.

| NORTHEAST
UTILITIES — John P.
Stack |
| --- |
| John P. Stack |
| Vice President
- Accounting and Controller |

April 29, 2005

F-1

This Page Intentionally Left Blank

F-2

| NORTHEAST
UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December
31, 2004 (Thousands of Dollars) | Northeast Utilities (parent) | The Connecticut Light and Power Company (consolidated) (b) | Public Service Company of New Hampshire (consolidated) (b) | Western Massachusetts Electric Company (consolidated) (b) | North Atlantic Energy Corporation | Holyoke Water Power Company (consolidated) (b) |
| --- | --- | --- | --- | --- | --- | --- |
| ASSETS | | | | | | |
| Current
Assets: | | | | | | |
| Cash
and cash equivalents | $ 244 | $ 5,608 | $ 4,855 | $ 1,678 | $ 89 | $ 182 |
| Special
deposits | | | | | | |
| Investments
in securitizable assets | | 139,391 | | | | |
| Receivables,
net | 1,129 | 69,892 | 75,019 | 37,909 | | |
| Accounts
receivable from affiliated companies | 126 | 66,386 | 34,341 | 11,275 | 1,002 | 4,412 |
| Unbilled
revenues | | 8,189 | 39,397 | 15,057 | | |
| Taxes
receivable | 6,291 | 766 | 4,498 | 4,824 | | |
| Notes
receivable from affiliated companies | 210,600 | | | | 4,400 | |
| Fuel,
materials and supplies, at average cost | | 33,213 | 52,479 | 1,488 | | 13,208 |
| Derivative
assets - current | 91 | 24,243 | | | | |
| Prepayments
and other | 115 | 15,004 | 11,065 | 1,027 | | 322 |
| | 218,596 | 362,692 | 221,654 | 73,258 | 5,491 | 18,124 |
| Property,
Plant and Equipment: | | | | | | |
| Electric
utility | | 3,671,767 | 1,627,174 | 640,884 | | |
| Gas
utility | | | | | | |
| Competitive
energy | | | | | | 40,867 |
| Other | | | 5,675 | | | |
| | | 3,671,767 | 1,632,849 | 640,884 | | 40,867 |
| Less:
Accumulated depreciation | | 1,089,872 | 664,336 | 183,361 | | 34,458 |
| | | 2,581,895 | 968,513 | 457,523 | | 6,409 |
| Construction
work in progress | | 242,982 | 63,190 | 11,361 | | 732 |
| | | 2,824,877 | 1,031,703 | 468,884 | | 7,141 |
| Deferred
Debits and Other Assets: | | | | | | |
| Regulatory
assets | | 1,526,359 | 900,115 | 231,561 | | 627 |
| Accumulated
deferred income taxes | | | | | | 155 |
| Goodwill | | | | | | |
| Purchased
intangible assets, net | | | | | | |
| Prepaid
pension | | 318,559 | | 79,706 | | 4,149 |
| Prior
spent nuclear fuel trust, at fair value | | | | 49,296 | | |
| Derivative
assets - long-term | | 167,122 | | | | |
| Investments
in subsidiary companies, at equity | 2,637,567 | | | | | |
| Other | 12,997 | 116,649 | 59,227 | 20,535 | | 1,536 |
| | 2,650,564 | 2,128,689 | 959,342 | 381,098 | | 6,467 |
| Total
Assets | $ 2,869,160 | $ 5,316,258 | $ 2,212,699 | $ 923,240 | $ 5,491 | $ 31,732 |
| Note: Individual
columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial
statements. | | | | | | |
| (a) Not covered
by auditors report. | | | | | | |
| (b) See supporting
statements. | | | | | | |

F-3

Northeast Utilities Service Company	Northeast Nuclear Energy Company	North Atlantic Energy Service Corporation	The Quinnehtuk Company	The Rocky River Realty Company	Yankee Energy Systems, Inc. (consolidated) (b)	Charter Oak Energy, Inc.	NU Enterprises, Inc. (consolidated) (b)	Eliminations
$ 948	$ 125	$ 8,750	$ 23	$ 36	$ 2,383	$ 161	$ 21,905	$	$	46,989
					16,292		66,292			82,584
										139,391
23,231		696			59,666		503,746	31		771,257
85,111	727	1,619		1,166	13,548		86,898	306,610
					17,852		63,944			144,438
7,709	1,568		62		1,039		37,523	2,859		61,420
210,425	31,600							457,025
					37,937		3,391	(43,464	)	185,180
					1,760		55,801	328		81,567
5,671		1,200	14	909	3,006		168,821	52,760		154,395
333,095	34,020	12,265	99	2,111	153,483	161	1,008,321	776,149		1,667,221
						40		21,326		5,918,539
					786,545					786,545
							877,316			918,183
127,477			76	107,963						241,190
127,477			76	107,963	786,545	40	877,316	21,326		7,864,457
84,378				44,574	235,337	40	58,820	12,250		2,382,927
43,099			76	63,389	551,208		818,496	9,076		5,481,530
4,866				5,899	48,769		4,830			382,631
47,965			76	69,288	599,977		823,326	9,076		5,864,161
					73,843			(13,369	)	2,745,874
10,911	21,414	2,041						34,521
					287,591		32,395			319,986
							19,361			19,361
29,354					37,045			116,063		352,750
										49,296
							31,647			198,769
								2,637,567
76,469	40		1,201	1,920	6,142		190,726	49,026		438,416
116,734	21,454	2,041	1,201	1,920	404,621		274,129	2,823,808		4,124,452
$ 497,794	$ 55,474	$ 14,306	$ 1,376	$ 73,319	$ 1,158,081	$ 161	$ 2,105,776	$ 3,609,033	$	11,655,834

F-4

| NORTHEAST
UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Liabilities and
Capitalization December 31, 2004 (Thousands of Dollars) | Northeast Utilities (parent) | The Connecticut Light and Power Company (consolidated) (b) | | Public Service Company of New Hampshire (consolidated) (b) | | Western Massachusetts Electric Company (consolidated) (b) | | North Atlantic Energy Corporation | | Holyoke Water Power Company (consolidated) (b) | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| LIABILITIES
AND CAPITALIZATION | | | | | | | | | | | |
| Current
Liabilities: | | | | | | | | | | | |
| Notes
payable to banks | $ 100,000 | $ | 15,000 | $ | 10,000 | $ | 25,000 | $ | | $ | |
| Notes
payable to affiliated companies | | | 90,025 | | 20,400 | | 15,900 | | | 7,100 | |
| Long-term
debt - current portion | 26,000 | | | | | | | | | | |
| Accounts
payable | 7 | | 166,520 | | 51,786 | | 12,860 | | | 1,287 | |
| Accounts
payable to affiliated companies | 1,015 | | 89,242 | | 38,591 | | 20,965 | | 83 | 1,698 | |
| Accrued
taxes | | | | | | | 544 | | 134 | 708 | |
| Accrued
interest | 5,790 | | 14,203 | | 11,799 | | 3,515 | | | | |
| Derivative
liabilities - current | | | 4,408 | | | | | | | | |
| Counterparty
deposits | | | | | | | | | | | |
| Other | 327 | | 65,951 | | 20,509 | | 10,491 | | | 397 | |
| | 133,139 | | 445,349 | | 153,085 | | 89,275 | | 217 | 11,190 | |
| Rate Reduction
Bonds | | | 995,233 | | 428,769 | | 122,489 | | | | |
| Deferred Credits and Other Liabilities: | | | | | | | | | | | |
| Accumulated
deferred income taxes | 3,525 | | 761,036 | | 311,998 | | 220,705 | | | | |
| Accumulated
deferred investment tax credits | | | 88,540 | | 1,625 | | 2,990 | | | | |
| Deferred
contractual obligations | | | 281,633 | | 54,459 | | 76,965 | | | | |
| Regulatory
liabilities | | | 614,770 | | 323,707 | | 24,814 | | | 328 | |
| Accrued
pension | | | | | 57,199 | | | | | | |
| Deferred
contractual obligations | | | | | | | | | | | |
| Derivative
liabilities - long-term | | | 42,809 | | | | | | | | |
| Other | 1,933 | | 95,505 | | 24,968 | | 13,846 | | | 4,098 | |
| | 5,458 | | 1,884,293 | | 773,956 | | 339,320 | | | 4,426 | |
| Capitalization: | | | | | | | | | | | |
| Long-Term
Debt | 433,852 | | 1,052,891 | | 457,190 | | 207,684 | | | | |
| Preferred
Stock - Non-Redeemable of Subsidiaries | | | 116,200 | | | | | | | | |
| Long-Term
Debt from NU Parent | | | | | | | | | | 9,600 | |
| Common
Stockholders Equity: | | | | | | | | | | | |
| Common
shares | 756,155 | | 60,352 | | | | 10,866 | | | 2,400 | |
| Capital
surplus, paid in | 1,116,106 | | 415,140 | | 156,532 | | 76,103 | | 1,000 | 5,965 | |
| Deferred
contribution plan - employee stock | | | | | | | | | | | |
| ownership
plan | (60,547 | ) | | | | | | | | | |
| Retained
earnings/accumulated deficit | 845,343 | | 347,176 | | 243,277 | | 77,565 | | 4,274 | (1,849 | ) |
| Accumulated
other comprehensive (loss)/income | (1,220 | ) | (376 | ) | (110 | ) | (62 | ) | | | |
| Treasury
stock | (359,126 | ) | | | | | | | | | |
| Common
Stockholders Equity | 2,296,711 | | 822,292 | | 399,699 | | 164,472 | | 5,274 | 6,516 | |
| Total
Capitalization | 2,730,563 | | 1,991,383 | | 856,889 | | 372,156 | | 5,274 | 16,116 | |
| Total
Liabilities and Capitalization | $ 2,869,160 | $ | 5,316,258 | $ | 2,212,699 | $ | 923,240 | $ | 5,491 | $ 31,732 | |

Note:
(a) Not covered
by auditors report.
(b) See supporting
statements.

F-5

Northeast Utilities Service Company — $	Northeast Nuclear Energy Company — $	North Atlantic Energy Service Corporation — $	The Quinnehtuk Company — $	$		Yankee Energy Systems, Inc. (consolidated) (b) — $ 30,000	Charter Oak Energy, Inc. — $	$		$		$	180,000
211,000			3,100		16,200	29,000			64,300		457,025
					1,532	20,000			43,227				90,759
49,645	5				86	40,456			502,626		31		825,247
118,937	548	6	390		1,354	775	3		33,002		306,610
		103			1,915				649		4,052
					28	4,674			9,441				49,449
						378			125,817		328		130,275
									57,650				57,650
20,959	2		26		1,968	30,051			87,445		8,103		230,022
400,541	555	109	3,516		23,083	155,334	3		924,157		776,149		1,563,402
													1,546,490
			4		1,043	110,507			55,983		30,398		1,434,403
						5,967							99,124
													413,056
						106,223							1,069,842
	49,524	6,257							3,083		116,063

									15,928				58,737
94,438	4,222	5,306	7		17,721	27,401			9,487		31,037		267,895
94,438	53,746	11,563	11		18,764	250,098			84,481		177,498		3,343,057
					2,263	222,865			413,229				2,789,974
													116,200
					5,000				163,150		177,750
		1	350		10						73,980		756,155
1	322	9	155		20,000	484,626	64,344		679,802		1,904,000		1,116,106
													(60,547	)
	851	2,624	(2,656	)	4,199	45,158	(64,186	)	(154,596	)	501,837		845,343
2,814									(4,447	)	(2,181	)	(1,220	)
													(359,126	)
2,815	1,173	2,634	(2,151	)	24,209	529,784	158		520,759		2,477,636		2,296,711
2,815	1,173	2,634	(2,151	)	31,472	752,649	158		1,097,138		2,655,386		5,202,885
$ 497,794	$ 55,474	$ 14,306	$ 1,376	$	73,319	$ 1,158,081	$ 161	$	2,105,776	$	3,609,033	$	11,655,834

F-6

NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 2004
(Thousands of Dollars)
		The			Western
		Connecticut		Public Service	Massachusetts					Holyoke
		Light and		Company of	Electric					Water Power
	Northeast	Power Company		New Hampshire	Company		North Atlantic			Company
	Utilities	(consolidated)		(consolidated)	(consolidated)		Energy			(consolidated)
	(parent)	(b)		(b)	(b)		Corporation			(b)
Operating
Revenues	$	$	2,832,924	$ 968,749	$	379,229	$	(3,543	)	$ 42,300
Operating
Expenses:
Operation-
Fuel,
purchased and net interchange power			1,698,335	414,687		214,966				23,649
Other	8,382		434,303	161,616		60,092		(389	)	7,047
Maintenance			81,064	65,620		15,375		(746	)	9,195
Depreciation			119,295	45,662		15,066		(208	)	921
Amortization			24,294	95,436		15,421
Amortization
of rate reduction bonds			110,625	43,764		10,526
Taxes
other than income taxes	35		142,919	35,805		12,195				1,282
Total
operating expenses	8,417		2,610,835	862,590		343,641		(1,343	)	42,094
Operating
(Loss)/Income	(8,417	)	222,089	106,159		35,588		(2,200	)	206
Interest
Expense
Interest
on long-term debt	24,090		43,308	17,441		6,655				7
Interest
on rate reduction bonds			63,667	26,901		8,332
Other
interest	778		3,072	1,197		782		1		264
Interest
expense, net	24,868		110,047	45,539		15,769		1		271
Other
Income/(Loss), Net
Equity
in earnings of subsidiaries	131,127
Other,
net	13,538		21,513	(986	)	(259	)	555		30
Other
income/(loss), net	144,665		21,513	(986	)	(259	)	555		30
Income/(Loss)
Before Income Tax (Benefit)/Expense	111,380		133,555	59,634		19,560		(1,646	)	(35	)
Income
Tax (Benefit)/Expense	(5,208	)	45,539	12,993		7,187		(1,741	)	(1,797	)
Net
Income/(Loss)	$ 116,588	$	88,016	$ 46,641	$	12,373	$	95		$ 1,762

| Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements. | |
| --- | --- |
| (a) | Not covered by auditors' report. |
| (b) | See supporting statements. |
| F-7 | |


Northeast	Northeast						Yankee Energy			Enterprises,
Utilities	Nuclear	North Atlantic	The		The Rocky		System, Inc.			Inc.
Service	Energy	Energy Service	Quinnehtuk		River Realty		(consolidated)	Charter Oak		(consolidated)
Company	Company	Corporation	Company		Company		(b)	Energy, Inc.		(b)			Eliminations	Consolidated
$ 278,920	$	$	$	105	$	13,269	$ 407,838	$		$	2,870,948		$ 1,104,041	$	6,686,699
							248,564				2,399,547		768,557		4,231,192
256,440		(1,159	)	28		1,981	63,254				395,139		302,500		1,084,235
5,493							9,451				17,274		14,614		188,111
13,068				37		3,368	25,578				15,813		13,746		224,855
							700				2,421				138,271
															164,915
11,466				118		1,467	25,811				22,535		11,466		242,168
286,467		(1,159	)	183		6,816	373,358				2,852,729		1,110,883		6,273,747
(7,547	)	1,159		(78	)	6,453	34,480				18,219		(6,842	)	412,952
						397	15,290				32,664				139,853
															98,899
244				44		641	1,402				18,280		11,943		14,762
244				44		1,038	16,692				50,944		11,943		253,514
													131,127
(4,901	)	83		770		107	(4,133	)			(4,671	)	7,180		14,465
(4,901	)	83		770		107	(4,133	)			(4,671	)	138,307		14,465
(12,692	)	1,242		648		5,522	13,655				(37,396	)	119,522		173,903
(12,692	)	242		167		3,635	3,915		(3	)	(13,020	)	(12,540	)	51,756
$	$	$ 1,000	$	481	$	1,887	$ 9,740	$	3	$	(24,376	)	$ 132,062	$	122,147

F-8

NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Retained Earnings (a)
Year Ended December 31, 2004
(Thousands of Dollars)
		The		Western
		Connecticut	Public Service	Massachusetts		Holyoke
		Light and	Company of	Electric		Water Power
	Northeast	Power Company	New Hampshire	Company	North Atlantic	Company
	Utilities	(consolidated)	(consolidated)	(consolidated)	Energy	(consolidated)
	(parent)	(b)	(b)	(b)	Corporation	(b)
Balance
at beginning of period	$ 808,932	$ 311,793	$ 223,822	$ 71,677	$ 4,179	$ (3,611	)
Additions:
Net
income/(loss)	116,588	88,016	46,641	12,373	95	1,762
	925,520	399,809	270,463	84,050	4,274	(1,849	)
Deductions:
Dividends
declared:
Preferred
stock (at required annual rates):
The
Connecticut Light and Power Company		5,559
Common
shares:
$.625
per share	80,177
$7.80
per share		47,074
$90,318.95
per share			27,186
$14.92
per share				6,485
$5,100.00
per share
	80,177	52,633	27,186	6,485
Balance
at end of period	$ 845,343	$ 347,176	$ 243,277	$ 77,565	$ 4,274	$ (1,849	)

NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 2004
(Thousands of Dollars)
		The				Western
		Connecticut		Public Service		Massachusetts				Holyoke
		Light and		Company of		Electric				Water Power
	Northeast	Power Company		New Hampshire		Company		North Atlantic		Company
	Utilities	(consolidated)		(consolidated)		(consolidated)		Energy		(consolidated)
	(parent)	(b)		(b)		(b)		Corporation		(b)
Balance
at beginning of period	$ 1,108,924	$	326,629	$	156,555	$	69,544	$	1,000	$ 5,966
Capital
contribution from Northeast Utilities			88,000				6,500
Issuance
of common shares	6,774
Capital
stock expenses, net	186		186
Restricted
shares, net	1,250
Allocation
of benefits - ESOP	(2,384	)	(498	)	(220	)	(96	)		(1	)
Tax
deduction for stock options exercised and
Employee
Stock Purchase Plan disqualifying
dispositions	1,356		823		197		155
Balance
at end of period	$ 1,116,106	$	415,140	$	156,532	$	76,103	$	1,000	$ 5,965

										NU
Northeast	Northeast					Yankee Energy				Enterprises,
Utilities	Nuclear	North Atlantic	The		The Rocky	System, Inc.				Inc.
Service	Energy	Energy Service	Quinnehtuk		River Realty	(consolidated)	Charter Oak			(consolidated)
Company	Company	Corporation	Company		Company	(b)	Energy, Inc.			(b)		Eliminations	Consolidated
$	$ 851	$ 1,624	$ (3,137	)	$ 2,312	$ 40,518	$	(64,189	)	$ (130,220	)	$ 455,621	$	808,932
		1,000	481		1,887	9,740		3		(24,376	)	132,062		122,147
	851	2,624	(2,656	)	4,199	50,258		(64,186	)	(154,596	)	587,683		931,079
														5,559
														80,177
												47,075
												27,186
												6,485
						5,100						5,100
						5,100						85,846		85,736
$	$ 851	$ 2,624	$ (2,656	)	$ 4,199	$ 45,158	$	(64,186	)	$ (154,596	)	$ 501,837	$	845,343
										NU
Northeast	Northeast					Yankee Energy				Enterprises,
Utilities	Nuclear	North Atlantic	The		The Rocky	System, Inc.				Inc.
Service	Energy	Energy Service	Quinnehtuk		River Realty	(consolidated)	Charter Oak			(consolidated)
Company	Company	Corporation	Company		Company	(b)	Energy, Inc.			(b)		Eliminations	Consolidated
$ 1	$ 322	$ 9	$ 155		$ 20,000	$ 484,616	$	64,344		$ 679,897		$ 1,809,037	$	1,108,924
												94,500
														6,774
												186		186
														1,250
						(86	)			(159	)	(1,059	)	(2,384	)
						96				64		1,336		1,356
$ 1	$ 322	$ 9	$ 155		$ 20,000	$ 484,626	$	64,344		$ 679,802		$ 1,904,000	$	1,116,106

F-10

NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 2004
(Thousands of Dollars)
Northeast Utilities (parent)		The Connecticut Light and Power Company (consolidated) (b)		Public Service Company of New Hampshire (consolidated) (b)		Western Massachusetts Electric Company (consolidated) (b)		North Atlantic Energy Corporation		Holyoke Water Power Company (consolidated) (b)
Operating
Activities:
Net
income/(loss)	$ 116,588	$	88,016	$	46,641	$	12,373	$	95		$ 1,762
Adjustments
to reconcile to net cash
provided
by/(used in) operating activities:
Depreciation			119,295		45,662		15,066				921
Deferred
income taxes and investment tax credits, net	(811	)	102,394		(24,160	)	4,211				(1,362	)
Amortization
of regulatory assets			24,294		95,436		15,421
Amortization
of rate reduction bonds			110,625		43,764		10,526
(Deferral)/Amortization
of recoverable energy costs			(13,242	)			597
Pension
(income)/expense			(6,763	)	8,994		(2,662	)			(1,634	)
Regulatory
(refunds)/overrecoveries			(137,537	)	2,219		6,907				203
Mark-to-market
on natural gas contracts
Net
other sources/(uses) of cash	14,152		(55,246	)	(2,020	)	(4,756	)			233
Changes
in current assets and liabilities:
Restricted
cash - LMP costs			93,630
Receivables
and unbilled revenues, net	3,834		(2,761	)	(31,125	)	(5,306	)	(1,002	)	(346	)
Fuel,
materials and supplies			(1,630	)	(5,411	)	96				(5,420	)
Investments
in securitizable assets			27,074
Natural
gas mark-to-market deposit
Other
current assets (excludes cash)	(3,779	)	(3,249	)	(6,248	)	(4,712	)	121		162
Accounts
payable	(837	)	(59,341	)	28,058		1,350		(1,184	)	489
Accrued
taxes			(65,587	)	(1,914	)	(221	)	(403	)	522
Other
current liabilities	(27,488	)	9,183		(7,511	)	740				397
Net cash flows
provided by/(used in) operating activities	101,659		229,155		192,385		49,630		(2,373	)	(4,073	)
Investing
Activities:
Investments
in plant:
Electric,
gas and other utility plant			(370,818	)	(143,647	)	(38,592	)
Investment
in prior spent nuclear fuel trust							(49,296	)
Competitive
energy assets											(1,567	)
Cash
flows used for investments in plant			(370,818	)	(143,647	)	(87,888	)			(1,567	)
Other
investment activities	(92,175	)	1,522		2,793		948		1,462		41
Net cash flows
(used in)/provided by investing activities	(92,175	)	(369,296	)	(140,854	)	(86,940	)	1,462		(1,526	)
Financing
Activities:
Issuance
of common shares	10,937
Repurchase
of common shares
Issuance
of long-term debt			280,000		50,000		50,000
Retirement
of rate reduction bonds			(129,546	)	(43,453	)	(10,471	)
Increase
in short-term debt	35,000		15,000				15,000
NU
Money Pool (lending)/borrowing	49,000		(1,100	)	(28,500	)	(15,500	)	1,000		5,700
Reacquisitions
and retirements of long-term debt	(24,000	)	(59,000	)
(Repayments
to)/advances from NU Parent
Capital
contribution from Northeast Utilities			88,000				6,500
Cash
dividends on preferred stock			(5,559	)
Cash
dividends on common shares	(80,177	)	(47,074	)	(27,186	)	(6,485	)
Other
financing activities			(786	)	(274	)	(57	)
Net cash flows
(used in)/provided by financing activities	(9,240	)	139,935		(49,413	)	38,987		1,000		5,700
Net increase/(decrease)
in cash for the year	244		(206	)	2,118		1,677		89		101
Cash and cash
equivalents - beginning of year			5,814		2,737		1				81
Cash and cash
equivalents - end of year	$ 244	$	5,608	$	4,855	$	1,678	$	89		$ 182
Supplemental
Cash Flow Information:
Cash paid/(refunded)
during the year for:
Interest,
net of amounts capitalized	$ 6,048	$	109,890	$	43,550	$	15,020	$			$ 289
Income
taxes	$ 536	$	24,915	$	49,452	$	13,523	$	(751	)	$ (1,141	)

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements.

(a) Not covered by auditors' report. (b) See supporting statements.

F-11

Northeast Utilities Service Company — $	$			North Atlantic Energy Service Corporation — $ 1,000		The Quinnehtuk Company — $ 481	$	1,887	$	9,740		Charter Oak Energy, Inc. — $ 3	$	(24,376	)	Eliminations — 132,062	$	122,147
13,068						37		3,368		25,578				15,813		13,953		224,855
(292	)			710		(6	)	140		22,536				8,501		151		111,710
										700				2,421		1		138,271
																		164,915
										(10,107	)					(1	)	(22,751	)
5,429		1,101		(1,462	)	1				3,180				4,453		1		10,636
										(14,579	)					7,332		(150,119	)
														48,346				48,346
(3,701	)	(837	)	511		129		(3,979	)	(681	)			19,572		26,379		(62,997	)

																		93,630
(20,262	)	(400	)	(855	)			(407	)	(10,081	)			(756	)	15,454		(84,921	)
(97	)									(4,396	)			(304	)	13,942		(31,104	)
																		27,074
														(77,607	)			(77,607	)
(7,118	)	(1,561	)	835		(73	)	(288	)	3,329				(79,534	)	7,120		(109,235	)
49,594		419		(1,434	)	384		(797	)	5,119		3		59,503		(15,458	)	96,784
(306	)			103		(49	)	1,611		(10,537	)	(6	)	222		(25,685	)	(50,880	)
(3,943	)					26		648		3,917				32,979		(59,365	)	68,313
32,372		(1,278	)	(592	)	930		2,183		23,718				9,233		115,886		517,067

(15,954	)							(541	)	(56,621	)							(626,173	)
																		(49,296	)
														(16,082	)			(17,649	)
(15,954	)							(541	)	(56,621	)			(16,082	)			(693,118	)
(16,479	)					(61	)	17		1,900				18,771		(104,392	)	23,131
(32,433	)					(61	)	(524	)	(54,721	)			2,689		(104,392	)	(669,987	)
																		10,937

										125,000				7,762				512,762
																		(183,470	)
										10,000								75,000
550		1,300				(900	)	(300	)	(41,400	)			30,150
								(1,453	)	(35,200	)			(35,878	)	1		(155,532	)
										(5,000	)			(15,149	)	(20,149	)
																94,500
																		(5,559	)
										(5,100	)					(85,845	)	(80,177	)
(16	)									(16,292	)					(1	)	(17,424	)
534		1,300				(900	)	(1,753	)	32,008				(13,115	)	(11,494	)	156,537
473		22		(592	)	(31	)	(94	)	1,005				(1,193	)			3,617
475		103		9,342		54		130		1,378		161		23,098				43,372
$ 948	$	125		$ 8,750		$ 23	$	36	$	2,383		$ 161	$	21,905		$	$	46,989
$	$			$		$	$	39	$	14,189		$	$	38,724		$	$	227,749
$ 3,535	$	(478	)	$ (1,069	)	$ 288	$	1,893	$	(10,601	)	$ 2	$	(5,776	)	$	$	74,328

F-12

| THE CONNECTICUT
LIGHT AND POWER COMPANY | | | | |
| --- | --- | --- | --- | --- |
| AND SUBSIDIARIES | | | | |
| Consolidating
Balance Sheet (a) | | | | |
| Assets | | | | |
| December
31, 2004 | | | | |
| (Thousands
of Dollars) | The | | | Electric |
| | Connecticut | CL&P | | Power |
| | Light and | Receivables | CL&P | Incorporated |
| | Power Company | Corporation | Funding LLC | (Inactive) |
| ASSETS | | | | |
| Current Assets: | | | | |
| Cash | $ 5,226 | $ 381 | $ 1 | $ |
| Investments
in securitizable assets | | 229,391 | | |
| Receivables,
net | 69,892 | | | |
| Accounts
receivable from affiliated companies | 161,948 | 143,601 | | |
| Unbilled
revenues | 8,189 | | | |
| Taxes
receivable | | 6,872 | | |
| Notes
receivable from affiliated companies | | | 995,233 | |
| Materials
and supplies, at average cost | 33,213 | | | |
| Derivative
assets - current | 24,243 | | | |
| Prepayments
and other | 15,004 | | | |
| | 317,715 | 380,245 | 995,234 | |
| Property,
Plant and Equipment: | | | | |
| Electric
utility | 3,671,767 | | | |
| Less:
Accumulated depreciation | 1,089,872 | | | |
| | 2,581,895 | | | |
| Construction
work in progress | 242,982 | | | |
| | 2,824,877 | | | |
| Deferred Debits
and Other Assets: | | | | |
| Regulatory
assets | 1,526,359 | | | |
| Prepaid
pension | 318,559 | | | |
| Derivative
assets - long-term | 167,122 | | | |
| Investments
in subsidiary companies, at equity | 88,791 | | | |
| Other | 98,081 | | 18,568 | |
| | 2,198,912 | | 18,568 | |
| Total Assets | $ 5,341,504 | $ 380,245 | $ 1,013,802 | $ |
| Note: Individual
columns may not add to Consolidated due to rounding. | | | | |
| The accompanying
notes are an integral part of these financial statements. | | | | |
| (a) Not covered
by auditors report. | | | | |

F-13

The — Nutmeg	The — Connecticut
Power	Steam
Company	Company
(Inactive)	(Inactive)	Eliminations	Consolidated
$	$	$	$ 5,608
		90,000	139,391
			69,892
		239,163	66,386
			8,189
		6,106	766
		995,233
			33,213
			24,243
			15,004
		1,330,502	362,692
			3,671,767
			1,089,872
			2,581,895
			242,982
			2,824,877
			1,526,359
			318,559
			167,122
		88,790
			116,649
		88,790	2,128,689
$	$	$ 1,419,292	$ 5,316,258

F-14

| THE CONNECTICUT
LIGHT AND POWER COMPANY | | | | | |
| --- | --- | --- | --- | --- | --- |
| AND SUBSIDIARIES | | | | | |
| Consolidating
Balance Sheet (a) | | | | | |
| Liabilities
and Capitalization | | | | | |
| December
31, 2004 | | | | | |
| (Thousands
of Dollars) | The | | | | Electric |
| | Connecticut | CL&P | | | Power |
| | Light and | Receivables | | CL&P | Incorporated |
| | Power Company | Corporation | | Funding LLC | (Inactive) |
| LIABILITIES
AND CAPITALIZATION | | | | | |
| Current Liabilities: | | | | | |
| Notes
payable to banks | $ 15,000 | $ | 90,000 | $ | $ |
| Notes
payable to affiliated companies | 1,118,170 | | | | |
| Accounts
payable | 166,520 | | | | |
| Accounts
payable to affiliated companies | 86,837 | | 25,976 | 8 | |
| Accrued
taxes | 6,107 | | | | |
| Accrued
interest | 14,203 | | 31,903 | | |
| Derivative
liabilities - current | 4,408 | | | | |
| Other | 54,583 | | | 11,368 | |
| | 1,465,828 | | 147,879 | 11,376 | |
| Rate Reduction
Bonds | | | | 995,233 | |
| Deferred Credits
and Other Liabilities: | | | | | |
| Accumulated
deferred income taxes | 761,036 | | | | |
| Accumulated
deferred investment tax credits | 88,540 | | | | |
| Deferred
contractual obligations | 281,633 | | | | |
| Regulatory
liabilities | 614,770 | | | | |
| Derivative
liabilities - long-term | 42,809 | | | | |
| Other | 95,505 | | | | |
| | 1,884,293 | | | | |
| Capitalization: | | | | | |
| Long-Term
Debt | 1,052,891 | | | | |
| Preferred
Stock - Non-Redeemable | 116,200 | | | | |
| Common
Stockholders Equity: | | | | | |
| Common
stock | 60,352 | | | | |
| Capital
surplus, paid in | 415,140 | | 150,829 | 7,193 | |
| Retained
earnings | 347,176 | | 81,537 | | |
| Accumulated
other comprehensive loss | (376 | ) | | | |
| Common
Stockholders Equity | 822,292 | | 232,366 | 7,193 | |
| Total Capitalization | 1,991,383 | | 232,366 | 7,193 | |
| Total Liabilities
and Capitalization | $ 5,341,504 | $ | 380,245 | $ 1,013,802 | $ |
| Note: Individual
columns may not add to Consolidated due to rounding. | | | | | |
| The accompanying
notes are an integral part of these financial statements. | | | | | |
| (a) Not covered
by auditors report. | | | | | |

F-15

The — Nutmeg	The — Connecticut
Power	Steam
Company	Company
(Inactive)	(Inactive)	Eliminations	Consolidated
$	$	$ 90,000	$ 15,000
		1,028,145	90,025
			166,520
		23,579	89,242
		6,106
		31,903	14,203
			4,408
			65,951
		1,179,733	445,349
			995,233
			761,036
			88,540
			281,633
			614,770
			42,809
			95,505
			1,884,293
			1,052,891
			116,200
			60,352
		158,022	415,140
		81,537	347,176
			(376	)
		239,559	822,292
		239,559	1,991,383
$	$	$ 1,419,292	$ 5,316,258

F-16

| THE CONNECTICUT
LIGHT AND POWER COMPANY | | | | | |
| --- | --- | --- | --- | --- | --- |
| AND SUBSIDIARIES | | | | | |
| Consolidating
Statement of Income (a) | | | | | |
| Year Ended
December 31, 2004 | | | | | |
| (Thousands
of Dollars) | | | | | |
| | The | | | | Electric |
| | Connecticut | CL&P | | | Power |
| | Light and | Receivables | CL&P | | Incorporated |
| | Power Company | Corporation | Funding LLC | | (Inactive) |
| Operating
Revenues | $ 2,832,924 | $ | $ | 194,304 | $ |
| Operating
Expenses: | | | | | |
| Operation- | | | | | |
| Fuel,
purchased and net interchange power | 1,698,335 | | | | |
| Other | 433,670 | 633 | | 194,304 | |
| Maintenance | 81,064 | | | | |
| Depreciation | 119,295 | | | | |
| Amortization
of regulatory assets, net | 24,294 | | | | |
| Amortization
of rate reduction bonds | 110,625 | | | | |
| Taxes
other than income taxes | 142,919 | | | | |
| Total
operating expenses | 2,610,202 | 633 | | 194,304 | |
| Operating
Income/(Loss) | 222,722 | (633 | ) | | |
| Interest Expense: | | | | | |
| Interest
on long-term debt | 43,308 | | | | |
| Interest
on rate reduction bonds | 63,667 | | | | |
| Other
interest | 3,072 | 742 | | | |
| Interest
expense, net | 110,047 | 742 | | | |
| Other Income,
Net | | | | | |
| Equity
in earnings of subsidiaries | 7,303 | | | | |
| Other,
net | 9,035 | 13,220 | | | |
| Other
income, net | 16,338 | 13,220 | | | |
| Income Before
Income Tax Expense | 129,013 | 11,845 | | | |
| Income Tax
Expense | 40,997 | 4,542 | | | |
| Net Income | $ 88,016 | $ 7,303 | $ | | $ |
| Note: Individual
columns may not add to Consolidated due to | | | | | |
| rounding.
The accompanying notes are an integral part of these | | | | | |
| financial
statements. | | | | | |
| (a) Not covered
by auditors report. | | | | | |

F-17

The — Nutmeg	The — Connecticut
Power	Steam
Company	Company
(Inactive)	(Inactive)	Eliminations	Consolidated
$	$	$ 194,304	$ 2,832,924
			1,698,335
		194,304	434,303
			81,064
			119,295
			24,294
			110,625
			142,919
		194,304	2,610,835
			222,089
			43,308
			63,667
		742	3,072
		742	110,047
		7,303
		742	21,513
		8,045	21,513
		7,303	133,555
			45,539
$	$	$ 7,303	$ 88,016

F-18

| THE CONNECTICUT
LIGHT AND POWER COMPANY | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| AND SUBSIDIARIES | | | | | | |
| Consolidating
Statement of Retained Earnings (a) | | | | | | |
| Year Ended
December 31, 2004 | | | | | | |
| (Thousands
of Dollars) | | | | | | |
| | The | | | | | Electric |
| | Connecticut | CL&P | | | | Power |
| | Light and | Receivables | | CL&P | | Incorporated |
| | Power Company | Corporation | | Funding LLC | | (Inactive) |
| Balance at
beginning of period | $ 311,793 | $ | 74,234 | $ | | $ |
| Additions: | | | | | | |
| Net
income | 88,016 | | 7,303 | | | |
| | 399,809 | | 81,537 | | | |
| Deductions: | | | | | | |
| Dividends
declared: | | | | | | |
| Preferred
stock (at required annual rates) | 5,559 | | | | | |
| Common
stock $7.80 per share | 47,074 | | | | | |
| | 52,633 | | | | | |
| Balance at
end of period | $ 347,176 | $ | 81,537 | $ | | $ |
| THE CONNECTICUT
LIGHT AND POWER COMPANY | | | | | | |
| AND SUBSIDIARIES | | | | | | |
| Consolidating
Statement of Capital Surplus, Paid In (a) | | | | | | |
| Year Ended
December 31, 2004 | | | | | | |
| (Thousands
of Dollars) | | | | | | |
| | The | | | | | Electric |
| | Connecticut | CL&P | | | | Power |
| | Light and | Receivables | | CL&P | | Incorporated |
| | Power Company | Corporation | | Funding LLC | | (Inactive) |
| Balance at
beginning of period | $ 326,629 | $ | 160,829 | $ | 7,193 | $ |
| Capital Contribution
from NU Parent | 88,000 | | | | | |
| Borrowing
from The Connecticut | | | | | | |
| Light
and Power Company | | | (10,000 | ) | | |
| Allocation
of benefits - ESOP | (498 | ) | | | | |
| Tax deduction
for stock options exercised and | | | | | | |
| Employee
Stock Purchase Plan disqualifying | | | | | | |
| dispositions | 823 | | | | | |
| Capital stock
expenses, net | 186 | | | | | |
| Balance at
end of period | $ 415,140 | $ | 150,829 | $ | 7,193 | $ |
| Note: Individual
columns may not add to Consolidated due to rounding. | | | | | | |
| The accompanying
notes are an integral part of these financial statements. | | | | | | |
| (a) Not covered
by auditors report. | | | | | | |

F-19

The	The
Nutmeg	Connecticut
Power	Steam
Company	Company
(Inactive)	(Inactive)	Eliminations	Consolidated
$	$	$ 74,234	$	311,793
		7,303		88,016
		81,537		399,809
				5,559
				47,074
				52,633
$	$	$ 81,537	$	347,176
The	The
Nutmeg	Connecticut
Power	Steam
Company	Company
(Inactive)	(Inactive)	Eliminations	Consolidated
$	$	$ 168,022	$	326,629
				88,000
		(10,000	)
				(498	)
				823
				186
$	$	$ 158,022	$	415,140

F-20

| THE CONNECTICUT
LIGHT AND POWER COMPANY AND SUBSIDIARIES | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidating
Statement of Cash Flows (a) | | | | | | | |
| Year Ended
December 31, 2004 | | | | | | | |
| (Thousands
of Dollars) | | | | | | | |
| | The | | | | | Electric | |
| | Connecticut | CL&P | | | | Power | |
| | Light and | Receivables | | CL&P | | Incorporated | |
| | Power Company | Corporation | | Funding LLC | | (Inactive) | |
| Operating
Activities: | | | | | | | |
| Net
income | $ 88,016 | $ | 7,303 | $ | | $ | |
| Adjustments
to reconcile to net cash | | | | | | | |
| provided
by/(used in) operating activities: | | | | | | | |
| Depreciation | 119,295 | | | | | | |
| Deferred
income taxes and investment tax credits, net | 102,394 | | | | | | |
| Amortization
of regulatory assets | 24,294 | | | | | | |
| Amortization
of rate reduction bonds | 110,625 | | | | | | |
| Amortization
of recoverable energy costs | (13,242 | ) | | | | | |
| Pension
income | (6,763 | ) | | | | | |
| Regulatory
overrecoveries | (137,537 | ) | | | | | |
| Net
other (uses)/sources of cash | (55,248 | ) | 1 | | | | |
| Changes
in current assets and liabilities: | | | | | | | |
| Restricted
cash - LMP costs | 93,630 | | | | | | |
| Receivables
and unbilled revenues, net | (16,638 | ) | | | | | |
| Materials
and supplies | (1,630 | ) | | | | | |
| Investments
in securitizable assets | 7,382 | | 17,074 | | | | |
| Other
current assets (excludes cash) | (2,483 | ) | (6,647 | ) | | | |
| Accounts
payable | (58,412 | ) | (18,093 | ) | 4 | | |
| Accrued
taxes | (59,706 | ) | | | | | |
| Other
current liabilities | 9,332 | | 743 | | (149 | ) | |
| Net cash flows
provided by/(used in) operating activities | 203,309 | | 381 | | (145 | ) | |
| Investing
Activities: | | | | | | | |
| Investments
in plant | (370,818 | ) | | | | | |
| Other
investment activities | (5,926 | ) | | | 145 | | |
| Net cash flows
(used in)/provided by investing activities | (376,744 | ) | | | 145 | | |
| Financing
Activities: | | | | | | | |
| Issuance
of long-term debt | 280,000 | | | | | | |
| Reacquisitions
and retirement of long-term debt | (59,000 | ) | | | | | |
| Retirement
of rate reduction bonds | | | | | (129,546 | ) | |
| Increase
in short-term debt | 15,000 | | 10,000 | | | | |
| NU
Money Pool (lending)/borrowing | (97,733 | ) | | | 129,546 | | |
| Capital
contribution from Northeast Utilities | 88,000 | | | | | | |
| Borrowing
from CL&P | | | (10,000 | ) | | | |
| Cash
dividends on preferred stock | (5,559 | ) | | | | | |
| Cash
dividends on common stock | (47,074 | ) | | | | | |
| Other
financing activities | (786 | ) | | | | | |
| Net cash flows
provided by financing activities | 172,848 | | | | | | |
| Net (decrease)/increase
in cash for the year | (587 | ) | 381 | | | | |
| Cash - beginning
of year | 5,813 | | | | 1 | | |
| Cash - end
of year | $ 5,226 | $ | 381 | $ | 1 | $ | |
| Supplemental
Cash Flow Information: | | | | | | | |
| Cash paid
during the year for: | | | | | | | |
| Interest,
net of amounts capitalized | $ 109,890 | $ | | $ | | $ | |
| Income
taxes | $ 13,026 | $ | 11,888 | $ | | $ | |
| Note: Individual
columns may not add to Consolidated | | | | | | | |
| due to rounding.
The accompanying notes are | | | | | | | |
| an integral
part of these financial statements. | | | | | | | |
| (a) Not covered
by auditors report. | | | | | | | |

F-21

The	The
Nutmeg	Connecticut
Power	Steam
Company	Company
(Inactive)	(Inactive)	Eliminations	Consolidated
$	$	$ 7,303	$	88,016
				119,295
				102,394
				24,294
				110,625
				(13,242	)
				(6,763	)
				(137,537	)
				(55,246	)
				93,630
		(13,877	)	(2,761	)
				(1,630	)
		(2,618	)	27,074
		(5,881	)	(3,249	)
		(17,160	)	(59,341	)
		5,881		(65,587	)
		743		9,183
		(25,609	)	229,155
				(370,818	)
		(7,303	)	1,522
		(7,303	)	(369,296	)
				280,000
				(59,000	)
				(129,546	)
		10,000		15,000
		32,912		(1,100	)
				88,000
		(10,000	)
				(5,559	)
				(47,074	)
				(786	)
		32,912		139,935
				(206	)
				5,814
$	$	$	$	5,608
$	$	$	$	109,890
$	$	$	$	24,915

F-22

| PUBLIC SERVICE
COMPANY OF NEW HAMPSHIRE |
| --- |
| AND SUBSIDIARIES |
| Consolidating
Balance Sheet (a) |
| Assets |
| December
31, 2004 |
| (Thousands
of Dollars) |

	Public Service — Company of	PSNH	PSNH
	New Hampshire	Funding LLC	Funding LLC 2	Properties, Inc.	Eliminations	Consolidated
ASSETS
Current Assets:
Cash	$ 4,695	$ 1	$ 1	$ 157	$	$ 4,855
Receivables,
net	75,011			9		75,019
Accounts
receivable from affiliated companies	34,545			90	295	34,341
Unbilled
revenues	39,397					39,397
Notes
receivable from affiliated companies		392,171	29,456	3,500	425,126
Taxes
receivable	4,659				161	4,498
Fuel,
materials, and supplies, at average cost	52,479					52,479
Prepayments
and other	11,028			38		11,065
	221,814	392,172	29,457	3,794	425,582	221,654
Property,
Plant and Equipment:
Electric
utility	1,626,973			201		1,627,174
Other				5,675		5,675
	1,626,973			5,876		1,632,849
Less:
Accumulated depreciation	661,926			2,409		664,336
	965,047			3,467		968,513
Construction
work in progress	63,190					63,190
	1,028,237			3,467		1,031,703
Deferred Debits
and Other Assets:
Regulatory
assets	900,115					900,115
Investments
in subsidiary companies, at equity	9,453				9,453
Other	32,423	23,963	2,777	62		59,227
	941,991	23,963	2,777	62	9,453	959,342
Total Assets	$ 2,192,042	$ 416,135	$ 32,234	$ 7,323	$ 435,035	$ 2,212,699

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-23

| PUBLIC SERVICE
COMPANY OF NEW HAMPSHIRE |
| --- |
| AND SUBSIDIARIES |
| Consolidating
Balance Sheet (a) |
| Liabilities and Capitalization |
| December
31, 2004 |
| (Thousands
of Dollars) |

	Public Service
	Company of	PSNH		PSNH
	New Hampshire	Funding LLC		Funding LLC 2	Properties, Inc.	Eliminations	Consolidated
LIABILITIES
AND CAPITALIZATION
Current Liabilities:
Notes
payable to banks	$ 10,000	$		$	$	$	$	10,000
Notes
payable to affiliated companies	445,526					425,126		20,400
Accounts
payable	51,782				3			51,786
Accounts
payable to affiliated companies	38,513		184	14	175	295		38,591
Accrued
taxes					161	161
Accrued
interest	3,662		7,654	483				11,799
Unremitted
rate reduction bond collections			7,231	649		7,880
Other	12,615		4	4	7	(7,880	)	20,509
	562,098		15,073	1,150	346	425,582		153,085
Rate Reduction
Bonds			397,936	30,833				428,769
Deferred Credits
and Other Liabilities:
Accumulated
deferred income taxes	311,097				901			311,998
Accumulated
deferred investment tax credits	1,625							1,625
Deferred
contractual obligations	54,459							54,459
Regulatory
liabilities	323,707							323,707
Accrued
pension	57,199							57,199
Other	24,968							24,968
	773,055				901			773,956
Capitalization:
Long-Term
Debt	457,190							457,190
Common
Stockholders Equity:
Common
stock					1	1
Capital
surplus, paid in	156,532		3,126	251		3,377		156,532
Retained
earnings	243,277				6,075	6,075		243,277
Accumulated
other comprehensive loss	(110	)						(110	)
Common
Stockholders Equity	399,699		3,126	251	6,076	9,453		399,699
Total Capitalization	856,889		3,126	251	6,076	9,453		856,889
Total Liabilities
and Capitalization	$ 2,192,042	$	416,135	$ 32,234	$ 7,323	$ 435,035	$	2,212,699

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-24

| PUBLIC SERVICE
COMPANY OF NEW HAMPSHIRE |
| --- |
| AND SUBSIDIARIES |
| Consolidating Statement of Income (a) |
| Year Ended December
31, 2004 |
| (Thousands
of Dollars) |

	Public Service
	Company of	PSNH		PSNH
	New Hampshire	Funding LLC		Funding LLC 2	Properties, Inc.		Eliminations		Consolidated
Operating
Revenues	$ 968,681	$	61,941	$ 10,146	$ 754		$ 72,773		$ 968,749
Operating
Expenses:
Operation-
Fuel,
purchased and net interchange power	414,687								414,687
Other	162,279		61,941	10,146	22		72,773		161,616
Maintenance	65,620								65,620
Depreciation	45,662								45,662
Amortization
of regulatory assets, net	95,436								95,436
Amortization
of rate reduction bonds	43,764								43,764
Taxes
other than income taxes	35,669				136				35,805
Total
operating expenses	863,117		61,941	10,146	158		72,773		862,590
Operating
Income	105,564				596				106,159
Interest Expense:
Interest
on long-term debt	17,441								17,441
Interest
on rate reduction bonds	26,901								26,901
Other
interest	1,197								1,197
Interest
expense, net	45,539								45,539
Other (Loss)/Income,
Net
Equity
in loss of subsidiaries	(336	)					(336	)
Other,
net	(1,696	)			709				(986	)
Other
(loss)/income, net	(2,032	)			709		(336	)	(986	)
Income Before
Income Tax Expense	57,993				1,305		(336	)	59,634
Income Tax
Expense	11,352				1,641				12,993
Net Income/(Loss)	$ 46,641	$		$	$ (336	)	$ (336	)	$ 46,641

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-25

| PUBLIC SERVICE
COMPANY OF NEW HAMPSHIRE |
| --- |
| AND SUBSIDIARIES |
| Consolidating
Statement of Retained Earnings (a) |
| Year Ended December
31, 2004 |
| (Thousands
of Dollars) |

	Public Service
	Company of	PSNH	PSNH
	New Hampshire	Funding LLC	Funding LLC 2	Properties, Inc.	Eliminations		Consolidated
Balance at
beginning of period	$ 223,822	$	$	$ 6,411	$	6,411	$	223,822
Additions:
Net
income	46,641			(336	)	(336	)	46,641
	270,463			6,075		6,075		270,463
Deductions:
Dividends
declared:
Common
stock $90,318.95 per share	27,186							27,186
	27,186							27,186
Balance at
end of period	$ 243,277	$	$	$ 6,075	$	6,075	$	243,277

| PUBLIC SERVICE
COMPANY OF NEW HAMPSHIRE |
| --- |
| AND SUBSIDIARIES |
| Consolidating
Statement of Capital Surplus, Paid In (a) |
| Year Ended December
31, 2004 |
| (Thousands
of Dollars) |

	Public Service
	Company of	PSNH		PSNH
	New Hampshire	Funding LLC		Funding LLC 2	Properties, Inc.	Eliminations	Consolidated
Balance at
beginning of period	$ 156,555	$	3,126	$ 251	$	$ 3,377	$ 156,555
Allocation
of benefits - ESOP	(220	)					(220	)
Tax deduction
for stock options exercised and Employee
Stock Purchase Plan disqualifying dispositions	197						197
Balance at
end of period	$ 156,532	$	3,126	$ 251	$	$ 3,377	$ 156,532

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-26

| PUBLIC SERVICE
COMPANY OF NEW HAMPSHIRE |
| --- |
| AND SUBSIDIARIES |
| Consolidating
Statement of Cash Flows (a) |
| Year Ended December
31, 2004 |
| (Thousands
of Dollars) |

	Public Service
	Company of	PSNH		PSNH
	New Hampshire	Funding LLC		Funding LLC 2		Properties, Inc.			Eliminations		Consolidated
Operating
Activities:
Net
income/(loss)	$ 46,641	$		$		$	(336	)	$ (336	)	$ 46,641
Adjustments
to reconcile to net cash
provided
by/(used in) operating activities:
Depreciation	45,662										45,662
Deferred
income taxes and investment tax credits, net	(25,177	)					1,016				(24,160	)
Amortization
of regulatory assets	95,436										95,436
Amortization
of rate reduction bonds	43,764										43,764
Pension
expense	8,994										8,994
Regulatory
recoveries	2,219										2,219
Net
other (uses)/sources of cash	(2,110	)			1		85		(3	)	(2,020	)
Changes
in current assets and liabilities:
Receivables
and unbilled revenues, net	(31,089	)					5		42		(31,125	)
Fuel,
materials and supplies	(5,411	)									(5,411	)
Other
current assets (excludes cash)	(6,401	)					(5	)	(158	)	(6,248	)
Accounts
payable	27,911		(10	)	(4	)	120		(42	)	28,058
Accrued
taxes	(1,782	)					29		161		(1,914	)
Other
current liabilities	(3,948	)	(2,985	)	(585	)	7				(7,511	)
Net cash flows
provided by/(used in) operating activities	194,709		(2,995	)	(588	)	921		(336	)	192,385
Investing
Activities:
Investments
in plant	(143,647	)									(143,647	)
Buyout
of IPP contracts
Other
investment activities	(143	)	2,744		528		1		336		2,793
Net cash flows
(used in)/provided by investing activities	(143,790	)	2,744		528		1		336		(140,854	)
Financing
Activities:
Issuance
of long-term debt	50,000										50,000
Retirement
of rate reduction bonds			(35,073	)	(8,380	)					(43,453	)
Increase
in short-term debt
NU
Money Pool (lending)/borrowing	(68,764	)	35,324		8,440		(3,500	)			(28,500	)
Capital
contribution from Northeast Utilities
Cash
dividends on common stock	(27,186	)									(27,186	)
Other
financing activities	(274	)									(274	)
Net cash flows
(used in)/provided by financing activities	(46,224	)	251		60		(3,500	)			(49,413	)
Net increase/(decrease)
in cash for the year	4,695						(2,578	)			2,118
Cash - beginning
of year			1		1		2,735				2,737
Cash - end
of year	$ 4,695	$	1	$	1	$	157		$		$ 4,855
Supplemental
Cash Flow Information:
Cash paid
during the year for:
Interest,
net of amounts capitalized	$ 43,151	$	335	$	64	$			$		$ 43,550
Income
taxes	$ 48,887	$		$		$	565		$		$ 49,452

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-27

This Page Intentionally Left Blank

F-28

WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Assets
December
31, 2004
(Thousands
of Dollars)

	Western — Massachusetts	WMECO — Funding
	Electric Company	LLC	Eliminations	Consolidated
ASSETS
Current Assets:
Cash	$ 1,677	$ 1	$	$ 1,678
Receivables,
net	37,909			37,909
Accounts
receivable from affiliated companies	11,289		14	11,275
Unbilled
revenues	15,057			15,057
Taxes
receivable	4,824			4,824
Notes
receivable from affiliated companies		121,530	121,530
Materials
and supplies, at average cost	1,488			1,488
Prepayments
and other	1,028			1,027
	73,272	121,531	121,544	73,258
Property,
Plant and Equipment:
Electric
utility	640,884			640,884
Less:
Accumulated depreciation	183,361			183,361
	457,523			457,523
Construction
work in progress	11,361			11,361
	468,884			468,884
Deferred Debits
and Other Assets:
Regulatory
assets	231,561			231,561
Prepaid
pension	79,706			79,706
Prior
spent nuclear fuel trust, at fair value	49,296			49,296
Investments
in subsidiary company, at equity	776		776
Other	16,805	3,729		20,535
	378,144	3,729	776	381,098
Total Assets	$ 920,300	$ 125,260	$ 122,320	$ 923,240

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-29

WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating
Balance Sheet (a)
Liabilities and Capitalization
December
31, 2004
(Thousands
of Dollars)

	Western
	Massachusetts	Funding
	Electric Company	LLC		Eliminations	Consolidated
LIABILITIES
AND CAPITALIZATION
Current Liabilities:
Notes
payable to banks	$ 25,000	$		$	$ 25,000
Notes
payable to affiliated companies	137,430			121,530	15,900
Accounts
payable	12,861				12,860
Accounts
payable to affiliated companies	20,965		14	14	20,965
Accrued
taxes	544				544
Accrued
interest	2,848		666		3,515
Other	9,176		1,315		10,491
	208,824		1,995	121,544	89,275
Rate Reduction
Bonds			122,489		122,489
Deferred Credits
and Other Liabilities:
Accumulated
deferred income taxes	220,705				220,705
Accumulated
deferred investment tax credits	2,990				2,990
Deferred
contractual obligations	76,965				76,965
Regulatory
liabilities	24,814				24,814
Other	13,846				13,846
	339,320				339,320
Capitalization:
Long-Term
Debt	207,684				207,684
Common
Stockholders Equity:
Common
stock	10,866				10,866
Capital
surplus, paid in	76,103		776	776	76,103
Retained
earnings	77,565				77,565
Accumulated
other comprehensive loss	(62	)			(62	)
Common
Stockholders Equity	164,472		776	776	164,472
Total Capitalization	372,156		776	776	372,156
Total Liabilities
and Capitalization	$ 920,300	$	125,260	$ 122,320	$ 923,240

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-30

WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating
Statement of Income (a)
Year Ended December
31, 2004
(Thousands
of Dollars)

	Western
	Massachusetts	Funding
	Electric Company	LLC		Eliminations	Consolidated
Operating
Revenues	$ 379,229	$	19,066	$ 19,066	$ 379,229
Operating
Expenses:
Operation-
Fuel,
purchased and net interchange power	214,966				214,966
Other	60,092		19,066	19,066	60,092
Maintenance	15,375				15,375
Depreciation	15,066				15,066
Amortization
of regulatory assets, net	15,421				15,421
Amortization
of rate reduction bonds	10,526				10,526
Taxes
other than income taxes	12,195				12,195
Total
operating expenses	343,641		19,066	19,066	343,641
Operating
Income	35,588				35,588
Interest Expense:
Interest
on long-term debt	6,655				6,655
Interest
on rate reduction bonds	8,332				8,332
Other
interest	782				782
Interest
expense, net	15,769				15,769
Other Loss,
net	(259	)			(259	)
Income Before
Income Tax Expense	19,560				19,560
Income Tax
Expense	7,187				7,187
Net Income	$ 12,373	$		$	$ 12,373

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-31

WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating
Statement of Retained Earnings (a)
Year Ended December
31, 2004
(Thousands
of Dollars)

	Western — Massachusetts	WMECO — Funding
	Electric Company	LLC	Eliminations	Consolidated
Balance at
beginning of period	$ 71,677	$	$	$ 71,677
Additions:
Net
income	12,373			12,373
	84,050			84,050
Deductions:
Dividends
declared:
Common
stock $14.92 per share	6,485			6,485
	6,485			6,485
Balance at
end of period	$ 77,565	$	$	$ 77,565

WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating
Statement of Capital Surplus, Paid In (a)
Year Ended December
31, 2004
(Thousands
of Dollars)

	Western
	Massachusetts	Funding
	Electric Company	LLC		Eliminations	Consolidated
Balance at
beginning of period	$ 69,544	$	776	$ 776	$ 69,544
Capital Contribution
from NU Parent	6,500				6,500
Allocation
of benefits-ESOP	(96	)			(96	)
Tax deduction
for stock options exercised and
Employee
Stock Purchase Plan disqualifying
dispositions	155				155
Balance at
end of period	$ 76,103	$	776	$ 776	$ 76,103

Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a)	Not covered
by auditors report.

F-32

| WESTERN MASSACHUSETTS
ELECTRIC COMPANY AND SUBSIDIARY | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidating
Statement of Cash Flows (a) | | | | | | | |
| Year Ended
December 31, 2004 | | | | | | | |
| (Thousands
of Dollars) | | | | | | | |
| | Western | | | | | | |
| | Massachusetts | WMECO | | | | | |
| | Electric | Funding | | | | | |
| | Company | LLC | | Eliminations | | Consolidated | |
| Operating
Activities: | | | | | | | |
| Net
income | $ 12,373 | $ | | $ | | $ 12,373 | |
| Adjustments
to reconcile to net cash | | | | | | | |
| provided
by/(used in) operating activities: | | | | | | | |
| Depreciation | 15,066 | | | | | 15,066 | |
| Deferred
income taxes and investment tax credits, net | 4,211 | | | | | 4,211 | |
| Amortization
of regulatory assets | 15,421 | | | | | 15,421 | |
| Amortization
of rate reduction bonds | 10,526 | | | | | 10,526 | |
| Amortization
of recoverable energy costs | 597 | | | | | 597 | |
| Pension
income | (2,662 | ) | | | | (2,662 | ) |
| Regulatory
overrecoveries | 6,907 | | | | | 6,907 | |
| Net
other (uses)/sources of cash | (4,758 | ) | 2 | | | (4,756 | ) |
| Changes
in current assets and liabilities: | | | | | | | |
| Receivables
and unbilled revenues, net | (5,306 | ) | | | | (5,306 | ) |
| Materials
and supplies | 96 | | | | | 96 | |
| Other
current assets (excludes cash) | (4,712 | ) | | | | (4,712 | ) |
| Accounts
payable | 1,350 | | | | | 1,350 | |
| Accrued
taxes | (221 | ) | | | | (221 | ) |
| Other
current liabilities | 1,253 | | (513 | ) | | 740 | |
| Net
cash flows provided by/(used in) operating activities | 50,141 | | (511 | ) | | 49,630 | |
| Investing
Activities: | | | | | | | |
| Investments
in plant | (38,592 | ) | | | | (38,592 | ) |
| Investment
in prior spent nuclear fuel trust | (49,296 | ) | | | | (49,296 | ) |
| Other
investment activities | 492 | | 456 | | | 948 | |
| Net
cash flows (used in)/provided by investing activities | (87,396 | ) | 456 | | | (86,940 | ) |
| Financing
Activities: | | | | | | | |
| Issuance
of long-term debt | 50,000 | | | | | 50,000 | |
| Retirement
of rate reduction bonds | | | (10,471 | ) | | (10,471 | ) |
| Increase
in short-term debt | 15,000 | | | | | 15,000 | |
| NU
Money Pool (lending)/borrowing | (26,026 | ) | 10,526 | | | (15,500 | ) |
| Capital
contribution from Northeast Utilities | 6,500 | | | | | 6,500 | |
| Cash
dividends on common stock | (6,485 | ) | | | | (6,485 | ) |
| Other
financing activities | (57 | ) | | | | (57 | ) |
| Net
cash flows provided by financing activities | 38,932 | | 55 | | | 38,987 | |
| Net
increase in cash for the year | 1,677 | | | | | 1,677 | |
| Cash
- beginning of year | | | 1 | | | 1 | |
| Cash
- end of year | $ 1,677 | $ | 1 | $ | | $ 1,678 | |
| Supplemental
Cash Flow Information: | | | | | | | |
| Cash
paid during the year for: | | | | | | | |
| Interest,
net of amounts capitalized | $ 14,961 | $ | 59 | $ | | $ 15,020 | |
| Income
taxes | $ 13,523 | $ | | $ | | $ 13,523 | |

| Note: Individual columns may not add to Consolidated
due to rounding. The accompanying notes are an integral part of these financial statements. | |
| --- | --- |
| (a) | Not covered by auditors report. |
| F-33 | |

This Page Intentionally Left Blank
F-34

HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Assets
December 31, 2004
(Thousands
of Dollars)
	Holyoke	Holyoke
	Water	Power and
	Power	Electric
	Company	Company	Eliminations	Consolidated
ASSETS
Current
Assets:
Cash	$ 101	$ 81	$	$ 182
Receivables,
net		2	2
Accounts
receivable from affiliated companies	4,424	4,411	4,423	4,412
Taxes
receivable		2	3
Fuel,
materials, and supplies, at average cost	13,208			13,208
Prepayments
and other	309	14	1	322
	18,042	4,510	4,429	18,124
Property,
Plant and Equipment:
Competitive
energy	39,449	1,418		40,867
Less:
Accumulated depreciation	33,346	1,112		34,458
	6,103	306		6,409
Construction
work in progress	683	49		732
	6,786	355		7,141
Deferred
Debits and Other Assets:
Deferred
financing costs	627			627
Accumulated
deferred income taxes	114	42		155
Prepaid
pension	4,149			4,149
Investments
in subsidiary company, at equity	416		416
Other	1,536			1,536
	6,842	42	416	6,467
Total
Assets	$ 31,670	$ 4,907	$ 4,845	$ 31,732

| Note: Individual columns may not add to
Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. | |
| --- | --- |
| (a) | Not covered by auditors report. |
| F-35 | |

HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Liabilities and Capitalization
December 31, 2004
(Thousands
of Dollars)
	Holyoke	Holyoke
	Water	Power and
	Power	Electric
	Company	Company		Eliminations		Consolidated
LIABILITIES
AND CAPITALIZATION
Current
Liabilities:
Notes
payable to affiliated companies	$ 7,100	$		$		$	7,100
Accounts
payable	1,289				2		1,287
Accounts
payable to affiliated companies	1,632		4,490		4,424		1,698
Accrued
taxes	711				4		708
Other	397		1				397
	11,129		4,491		4,430		11,190
Deferred
Credits and Other Liabilities:
Regulatory
liabilities	328						328
Other	4,097		13		12		4,098
	4,425		13		12		4,426
Capitalization:
Long-Term
Debt from parent companies	9,600		181		181		9,600
Common
Stockholders Equity:
Common
stock	2,400		485		485		2,400
Capital
surplus, paid in	5,965						5,965
Accumulated
deficit	(1,849	)	(263	)	(263	)	(1,849	)
Common
Stockholders Equity	6,516		222		222		6,516
Total
Capitalization	16,116		403		403		16,116
Total
Liabilities and Capitalization	$ 31,670	$	4,907	$	4,845	$	31,732

| Note: Individual columns may not add to
Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. | |
| --- | --- |
| (a) | Not covered by auditors report. |
| F-36 | |

HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Statement of Income (a)
Year Ended December 31, 2004
(Thousands
of Dollars)
	Holyoke	Holyoke
	Water	Power and
	Power	Electric
	Company	Company		Eliminations		Consolidated
Operating
Revenues	$ 42,095	$	42,076	$	41,871	$ 42,300
Operating
Expenses:
Operation-
Fuel,
purchased and net interchange power	23,575		41,944		41,871	23,649
Other	7,014		33			7,047
Maintenance	9,195					9,195
Depreciation	898		24			921
Taxes
other than income taxes	1,241		41			1,282
Total
operating expenses	41,923		42,042		41,871	42,094
Operating
Income	172		34			206
Interest
Expense:
Interest
on long-term debt	7					7
Other
interest	264		9		9	264
Interest
expense, net	271		9		9	271
Other
Income/(Loss), Net
Equity
in earnings of subsidiary	23				23
Other,
net	40		(1	)	9	30
Other
income/(loss), net	63		(1	)	32	30
(Loss)/Income
Before Income Tax (Benefit)/Expense	(36	)	24		23	(35	)
Income
Tax (Benefit)/Expense	(1,798	)	1			(1,797	)
Net
Income	$ 1,762	$	23	$	23	$ 1,762

| Note: Individual columns may not add to
Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. | |
| --- | --- |
| (a) | Not covered by auditors report. |
| F-37 | |

HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Statement of Retained Earnings (a)
Year Ended December 31, 2004
(Thousands
of Dollars)
	Holyoke		Holyoke
	Water		Power and
	Power		Electric
	Company		Company		Eliminations		Consolidated
Balance at
beginning of period	$ (3,611	)	$ (286	)	$ (286	)	$ (3,611	)
Additions:
Net
income	1,762		23		23		1,762
Balance
at end of period	$ (1,849	)	$ (263	)	$ (263	)	$ (1,849	)

HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 2004
(Thousands
of Dollars)
	Holyoke	Holyoke
	Water	Power and
	Power	Electric
	Company	Company	Eliminations	Consolidated
Balance at
beginning of period	$ 5,966	$	$	$ 5,966
Allocation
of benefits - ESOP	(1	)		(1	)
Balance
at end of period	$ 5,965	$	$	$ 5,965

| Note: Individual columns may not add to
Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. | |
| --- | --- |
| (a) | Not covered by auditors report. |
| F-38 | |

HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 2004
(Thousands
of Dollars)
			Holyoke
	Holyoke		Power and
	Water Power		Electric
	Company		Company	Eliminations		Consolidated
Operating
Activities:
Net
income	$ 1,762		$ 23	$	23	$	1,762
Adjustments
to reconcile to net cash
(used
in)/provided by operating activities:
Depreciation	898		24		1		921
Deferred
income taxes and investment tax credits, net	(1,360	)	(3	)	(1	)	(1,362	)
Amortization
Regulatory
refunds	203						203
Pension
income	(1,634	)					(1,634	)
Net
other sources/(uses) of cash	251		(10	)	8		233
Changes
in current assets and liabilities:
Receivables
and unbilled revenues, net	(370	)	(415	)	(439	)	(346	)
Fuel,
materials and supplies	(5,420	)					(5,420	)
Other
current assets (excludes cash)	182		29		50		162
Accounts
payable	463		466		439		489
Accrued
taxes	525		(52	)	(49	)	522
Other
current liabilities	397		1		1		397
Net
cash flows (used in)/provided by operating activities	(4,103	)	63		33		(4,073	)
Investing
Activities:
Competitive
energy assets	(1,567	)					(1,567	)
Other
investment activities	8				(33	)	41
Net
cash flows provided by/(used in) investing activities	(1,559	)			(33	)	(1,526	)
Financing
Activities:
NU
Money Pool borrowing	5,700						5,700
Net
cash flows provided by financing activities	5,700						5,700
Net
increase in cash for the year	38		63				101
Cash
- beginning of year	63		18				81
Cash
- end of year	$ 101		$ 81	$		$	182
Supplemental
Cash Flow Information:
Cash
paid/(refunded) during the year for:
Interest,
net of amounts capitalized	$ 289		$ 9	$	9	$	289
Income
taxes	$ (1,201	)	$ 60	$		$	(1,141	)

| Note: Individual columns may not add to
Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. | |
| --- | --- |
| (a) | Not covered by auditors report. |
| F-39 | |

This Page Intentionally Left Blank
F-40

| YANKEE ENERGY
SYSTEM, INC. | | | | |
| --- | --- | --- | --- | --- |
| AND SUBSIDIARIES | | | | |
| Consolidating
Balance Sheet (a) | | | | |
| Assets | | | | |
| December
31, 2004 | | | | |
| (Thousands
of Dollars) | | | | |
| | Yankee Energy | Yankee Gas | NorConn | |
| | System, | Services | Properties | Housatonic |
| | Inc. | Company | Inc. | Corporation |
| ASSETS | | | | |
| Current Assets: | | | | |
| Cash | $ 7 | $ 1,957 | $ 170 | $ |
| Special
deposits | | 16,292 | | |
| Receivables,
net | 50 | 54,557 | | |
| Accounts
receivable from affiliated companies | 1,558 | 12,452 | 14 | 100 |
| Unbilled
revenues | | 17,852 | | |
| Taxes
receivable | 446 | 715 | | |
| Notes
receivable from affiliated companies | 4,600 | | | |
| Fuel,
materials, and supplies, at average cost | | 37,937 | | |
| Derivative
assets | | 1,760 | | |
| Prepayments
and other | | 3,001 | | |
| | 6,661 | 146,523 | 184 | 100 |
| Property,
Plant and Equipment: | | | | |
| Gas
utility | | 786,545 | | |
| Less:
Accumulated depreciation | | 235,337 | | |
| | | 551,208 | | |
| Construction
work in progress | | 48,769 | | |
| | | 599,977 | | |
| Deferred Debits
and Other Assets: | | | | |
| Regulatory
assets | | 73,843 | | |
| Goodwill | | 287,591 | | |
| Prepaid
pension | | 37,045 | | |
| Investments
in subsidiary companies, at equity | 523,276 | | | |
| Other | 124 | 2,909 | 1,820 | |
| | 523,400 | 401,388 | 1,820 | |
| Total Assets | $ 530,061 | $ 1,147,888 | $ 2,004 | $ 100 |
| Note: Individual
columns may not add to Consolidated due to rounding. The accompanying
notes are an integral part of these financial statements. | | | | |
| (a) Not covered
by auditors report. | | | | |
| F-41 | | | | |

Yankee — Energy	Yankee
Financial	Energy	R.M.
Services	Services	Services
Company	Company	Inc.	Eliminations	Consolidated
$ 170	$ 80	$	$	$ 2,383
				16,292
5,060				59,666
1	316		893	13,548
				17,852
			122	1,039
	700		5,300
				37,937
				1,760
5				3,006
5,236	1,096		6,315	153,483
				786,545
				235,337
				551,208
				48,769
				599,977
				73,843
				287,591
				37,045
			523,276
228	2,589		1,530	6,142
228	2,589		524,806	404,621
$ 5,464	$ 3,685	$	$ 531,121	$ 1,158,081

F-42

| YANKEE ENERGY
SYSTEM, INC. | | | | | |
| --- | --- | --- | --- | --- | --- |
| AND SUBSIDIARIES | | | | | |
| Consolidating
Balance Sheet (a) | | | | | |
| Liabilities
and Capitalization | | | | | |
| December
31, 2004 | | | | | |
| (Thousands
of Dollars) | | | | | |
| | Yankee Energy | Yankee Gas | NorConn | | |
| | System, | Services | Properties | Housatonic | |
| | Inc. | Company | Inc. | Corporation | |
| LIABILITIES
AND CAPITALIZATION | | | | | |
| Current Liabilities: | | | | | |
| Notes
payable to banks | $ | $ 30,000 | $ | $ | |
| Notes
payable to affiliated companies | | 29,600 | 1,100 | | |
| Long-term
debt - current portion | | 20,000 | | | |
| Accounts
payable | | 40,443 | | | |
| Accounts
payable to affiliated companies | 95 | 688 | 12 | 315 | |
| Accrued
taxes | | | 42 | | |
| Accrued
interest | | 4,674 | | | |
| Derivative
liabilities | | 378 | | | |
| Other | | 30,047 | | | |
| | 95 | 155,830 | 1,154 | 315 | |
| Deferred Credits
and Other Liabilities: | | | | | |
| Accumulated
deferred income taxes | | 112,037 | | | |
| Accumulated
deferred investment tax credits | | 5,967 | | | |
| Regulatory
liabilities | | 106,223 | | | |
| Other | 182 | 27,214 | | | |
| | 182 | 251,441 | | | |
| Capitalization: | | | | | |
| Long-Term
Debt | | 222,865 | | | |
| Long-Term
Debt from NU Parent | | | | | |
| Common
Stockholders Equity: | | | | | |
| Common
stock | | 5 | 1 | 10 | |
| Capital
surplus, paid in | 484,626 | 465,733 | 9 | 2 | |
| Retained
earnings/accumulated deficit | 45,158 | 52,014 | 840 | (227 | ) |
| Common
Stockholders Equity | 529,784 | 517,752 | 850 | (215 | ) |
| Total Capitalization | 529,784 | 740,617 | 850 | (215 | ) |
| Total Liabilities
and Capitalization | $ 530,061 | $ 1,147,888 | $ 2,004 | $ 100 | |
| Note: Individual
columns may not add to Consolidated due to rounding. The accompanying
notes are an integral part of these financial statements. | | | | | |
| (a) Not covered
by auditors report. | | | | | |
| F-43 | | | | | |

Yankee
Energy	Yankee
Financial	Energy	R.M.
Services	Services	Services
Company	Company	Inc.	Eliminations	Consolidated
$	$	$	$	$ 30,000
3,600			5,300	29,000
				20,000
13				40,456
110	448		893	775
78	1		122
				4,674
				378
	3			30,051
3,801	452		6,315	155,334
			1,530	110,507
				5,967
				106,223
	5			27,401
	5		1,530	250,098
				222,865

1	1		18
1,241	7,881		474,865	484,626
421	(4,654	)	48,393	45,158
1,663	3,228		523,276	529,784
1,663	3,228		523,276	752,649
$ 5,464	$ 3,685	$	$ 531,121	$ 1,158,081

F-44

| YANKEE ENERGY
SYSTEM, INC. AND SUBSIDIARIES | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidating
Statement of Income (a) | | | | | | | | |
| Year Ended
December 31, 2004 | | | | | | | | |
| (Thousands
of Dollars) | | | | | | | | |
| | Yankee Energy | Yankee Gas | | NorConn | | | | |
| | System, | Services | | | Properties, | Housatonic | | |
| | Inc. | Company | | Inc. | | Corporation | | |
| Operating
Revenues | $ | $ | 407,812 | $ | 185 | $ | | |
| Operating
Expenses: | | | | | | | | |
| Operation- | | | | | | | | |
| Fuel,
purchased and net interchange power | | | 248,564 | | | | | |
| Other | 117 | | 63,200 | | 11 | | | |
| Maintenance | | | 9,451 | | | | | |
| Depreciation | | | 25,468 | | 88 | | | |
| Amortization
of regulatory assets, net | | | 700 | | | | | |
| Taxes
other than income taxes | | | 25,811 | | | | | |
| Total
operating expenses | 117 | | 373,194 | | 99 | | | |
| Operating
(Loss)/Income | (117 | ) | 34,618 | | 86 | | | |
| Interest Expense: | | | | | | | | |
| Interest
on long-term debt | | | 15,290 | | | | | |
| Other
interest | | | 1,335 | | 15 | | | |
| Interest
expense, net | | | 16,625 | | 15 | | | |
| Other Income/(Loss),
Net | | | | | | | | |
| Equity
in earnings of subsidiaries | 11,850 | | | | | | | |
| Other,
net | 786 | | (860 | ) | | | | |
| Other
income/(loss), net | 12,636 | | (860 | ) | | | | |
| Income/(Loss)
Before Income Tax Expense(Benefit) | 12,519 | | 17,133 | | 71 | | | |
| Income Tax
Expense/(Benefit) | 2,779 | | 3,048 | | (340 | ) | 24 | |
| Net Income/(Loss) | $ 9,740 | $ | 14,085 | $ | 411 | $ | (24 | ) |
| Note: Individual columns may not add to
Consolidated due to rounding. The accompanying notes are an integral part of these financial
statements. | | | | | | | | |
| (a) Not covered
by auditors report. | | | | | | | | |
| F-45 | | | | | | | | |

Yankee
Energy	Yankee
Financial	Energy			R.M.
Services	Services			Services
Company	Company			Inc.		Eliminations	Consolidated
$ 26	$			$		$ 185	$ 407,838
							248,564
110		2				185	63,254
							9,451
21							25,578
							700
							25,811
131		2				185	373,358
(105	)	(2	)				34,480
							15,290
51							1,402
51							16,692
						11,850
283		(2,479	)	(1,863	)		(4,133	)
283		(2,479	)	(1,863	)	11,850	(4,133	)
127		(2,481	)	(1,863	)	11,850	13,655
15		(1,018	)	(592	)		3,915
$ 112	$	(1,463	)	$ (1,271	)	$ 11,850	$ 9,740

F-46

| YANKEE ENERGY
SYSTEM, INC. AND SUBSIDIARIES |
| --- |
| Consolidating
Statement of Retained Earnings (a) |
| Year Ended
December 31, 2004 |
| (Thousands
of Dollars) |

	Yankee — Energy	Yankee Gas	NorConn
	System,	Services	Properties,	Housatonic
	Inc.	Company	Inc.	Corporation
Balance at
beginning of period	$ 40,518	$ 43,029	$ 429	$ (203	)
Additions:
Net
income/(loss)	9,740	14,085	411	(24	)
Close
out of retained earnings due to
dissolving
of subsidiary
	50,258	57,114	840	(227	)
Deductions:
Dividends
declared:
Common
stock $5,100.00 per share	5,100	5,100
Total
deductions	5,100	5,100
Balance at
end of period	$ 45,158	$ 52,014	$ 840	$ (227	)

| YANKEE ENERGY
SYSTEM, INC. AND SUBSIDIARIES |
| --- |
| Consolidating
Statement of Capital Surplus, Paid In (a) |
| Year Ended
December 31, 2004 |
| (Thousands
of Dollars) |

	Yankee — Energy	Yankee Gas		NorConn
	System,	Services		Properties,		Housatonic
	Inc.	Company		Inc.		Corporation
Balance at
beginning of period	$ 484,616	$	465,723	$	9	$ 2
Allocation
of benefits - ESOP	(86	)	(86	)
Tax deduction
for stock options exercised and
Employee
Stock Purchase Plan disqualifying
dispositions	96		96
Close out
of capital surplus, paid in due to
dissolving
of subsidiary
Balance at
end of period	$ 484,626	$	465,733	$	9	$ 2

| Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral
part of these financial statements. | |
| --- | --- |
| (a) | Not covered
by auditors report. |

F-47

Yankee
Energy	Yankee
Financial	Energy		R.M.
Services	Services		Services
Company	Company		Inc.		Eliminations	Consolidated
$ 309	$ (3,191	)	$ (8,857	)	$ 31,515	$ 40,518
112	(1,463	)	(1,271	)	11,850	9,740
			10,128		10,128
421	(4,654	)			53,493	50,258
					5,100	5,100
					5,100	5,100
$ 421	$ (4,654	)	$		$ 48,393	$ 45,158

Yankee
Energy	Yankee
Financial	Energy	R.M.
Services	Services	Services
Company	Company	Inc.	Eliminations		Consolidated
$ 1,241	$ 7,881	$ 13,797	$	488,652	$	484,616
				(86	)	(86	)
				96		96
		(13,797	)	(13,797	)
$ 1,241	$ 7,881	$	$	474,865	$	484,626

F-48

YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 2004
(Thousands of Dollars)
Yankee
Energy		Yankee Gas		NorConn
System,		Services		Properties,		Housatonic
Inc.		Company		Inc.		Corporation
Operating
Activities:
Net
income/(loss)	$ 9,740		$ 14,085		$ 411	$	(24	)
Adjustments
to reconcile to net cash
provided
by/(used in) operating activities:
Depreciation			25,468		88
Deferred
income taxes and investment tax credits, net	8,757		15,839		(383	)
Amortization			700
Amortization
of recoverable energy costs			(10,107	)
Prepaid
pension			3,180
Regulatory
refunds			(14,579	)
Net
other (uses)/sources of cash	(4,975	)	(3,794	)	(88	)
Changes
in current assets and liabilities:
Receivables
and unbilled revenues, net	(1,606	)	(8,604	)	2
Fuel,
materials and supplies			(4,396	)
Other
current assets (excludes cash)	(446	)	3,149				24
Accounts
payable	(153	)	5,339		10
Accrued
taxes	(135	)	(10,609	)	(4	)
Other
current liabilities			6,390
Net
cash flows provided by/(used in) operating activities	11,182		22,061		36
Investing
Activities:
Investments
in plant			(56,621	)
Other
investment activities	(3,175	)	120		89
Net
cash flows (used in)/provided by investing activities	(3,175	)	(56,501	)	89
Financing
Activities:
Issuance
of long-term debt			125,000
Increase
in short-term debt			10,000
Repayment
of long-term debt from NU Parent			(5,000	)
NU
Money Pool (lending)/borrowing	(2,900	)	(37,900	)
Reacquisitions
and retirements of long-term debt			(35,200	)
Cash
dividends on common stock	(5,100	)	(5,100	)
Other
financing activities			(16,292	)
Net
cash flows (used in)/provided by financing activities	(8,000	)	35,508
Net
increase/(decrease) in cash for the year	7		1,068		125
Cash
- beginning of year			889		45
Cash
- end of year	$ 7		$ 1,957		$ 170	$
Supplemental
Cash Flow Information:
Cash
paid/(refunded) during the year for:
Interest,
net of amounts capitalized	$		$ 14,122		$ 15	$
Income
taxes	$ (5,681	)	$ (4,739	)	$ 47	$

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-49

Yankee
Energy	Yankee
Financial	Energy		R.M.
Services	Services		Services
Company	Company		Inc.		Eliminations		Consolidated
$ 112	$	(1,463	)	$ (1,271	)	$ 11,850	$	9,740
21								25,578
(64	)	(1,021	)	(591	)			22,536
								700
								(10,107	)
								3,180
								(14,579	)
(126	)	2,491		2,153		(3,660	)	(681	)
127		(316	)	173		(143	)	(10,081	)
								(4,396	)
6		301		498		203		3,329
71		(6	)			143		5,119
7		1				(203	)	(10,537	)
				(2,473	)			3,917
154		(13	)	(1,511	)	8,190		23,718
								(56,621	)
16		249		1,511		(3,090	)	1,900
16		249		1,511		(3,090	)	(54,721	)
								125,000
								10,000
								(5,000	)
		(600	)					(41,400	)
								(35,200	)
						(5,100	)	(5,100	)
								(16,292	)
		(600	)			(5,100	)	32,008
170		(364	)					1,005
		444						1,378
$ 170	$	80		$		$	$	2,383
$ 52	$			$		$	$	14,189
$ 71	$	(299	)	$		$	$	(10,601	)

F-50

NU ENTERPRISES, INC. AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 2004 (Thousands of Dollars)

		Northeast Generation Company	Northeast Generation Services Company (consolidated) (b)	Select Energy, Inc. (consolidated) (b)
ASSETS
Current
Assets:
Cash	$ 61	$ 13,634	$ 2,844	$ 4,137
Special
deposits				46,266
Receivables,
net	550		14,038	448,114
Accounts
receivable from affiliated companies		14,060	3,619	84,770
Unbilled
revenues			6,611	57,333
Taxes
receivable	462	1,977	3,748	32,884
Notes
receivable from affiliated companies	43,400	10,000
Fuel,
materials, and supplies, at average cost		2,359	317
Derivative
assets - current				55,801
Prepaid
option premiums				29,406
Prepayments
and other	12	1,761	557	136,687
	44,485	43,791	31,734	895,398
Property,
Plant and Equipment:
Competitive
energy		839,927	5,377	21,529
Less:
Accumulated depreciation		37,077	2,129	13,312
		802,850	3,248	8,217
Construction
work in progress		3,563	55	1,212
		806,413	3,303	9,429
Deferred Debits
and Other Assets:
Accumulated
deferred income taxes	3,622			3,476
Goodwill			10,181	3,200
Purchased
intangible assets, net			4,492	10,819
Derivative
assets - long-term				31,647
Investments
in subsidiary companies, at equity	1,175,759
Long-term
accounts receivable				5,684
Long-term
contracts asset				33,274
Other		38,570	743	969
	1,179,381	38,570	15,416	89,069
Total Assets	$ 1,223,866	$ 888,774	$ 50,453	$ 993,896

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements.

(a) Not covered by auditors report. (b) See supporting statements.

F-51

Mode 1 Communications, Inc.	Select Energy Services, Inc. (consolidated) (b)	Woods Network Services, Inc.	Eliminations
$ 71	$ 736	$ 421	$	$	21,905
	20,026				66,292
	38,412	2,538	(94	)	503,746
	7,334	60	22,945		86,898
					63,944
1,389			2,937		37,523
1,300			54,700
	451	265			3,391
					55,801
			29,407
	2,763	1	(27,040	)	168,821
2,760	69,722	3,285	82,855		1,008,321
1,025	9,281	176			877,316
176	6,062	64			58,820
849	3,219	112			818,496
					4,830
849	3,219	112			823,326
1,059			8,156
	17,973	1,041			32,395
		4,050			19,361
					31,647
			1,175,759
			5,684
			33,274
9,771	99,050		(41,623	)	190,726
10,830	117,023	5,091	1,181,250		274,129
$ 14,439	$ 189,964	$ 8,488	$ 1,264,105	$	2,105,776

F-52

NU ENTERPRISES, INC. AND SUBSIDIARIES Consolidating Balance Sheet (a) Liabilities and Capitalization December 31, 2004 (Thousands of Dollars)


LIABILITIES
AND CAPITALIZATION
Current
Liabilities:
Notes
payable to affiliated companies	$	$		$	6,650	$	99,100
Long-term
debt - current portion			37,500
Accounts
payable			2,662		8,831		480,262
Accounts
payable to affiliated companies	121		2,160		11,193		35,366
Accrued
taxes			648
Accrued
interest			6,341				151
Derivative
liabilities - current							125,817
Unearned
option premiums							27,165
Counterparty
deposits							57,650
Other			3,752		1,995		37,729
	121		53,063		28,669		863,240
Deferred
Credits and Other Liabilities:
Accumulated
deferred income taxes			62,983		641
Accrued
pension					1,505		1,577
Derivative
liabilities - long-term							15,929
Other	3				2,119		6,356
	3		62,983		4,265		23,862
Capitalization:
Long-Term
Debt			320,000
Long-Term
Debt from parent companies					9,450		150,000
Common
Stockholders Equity:
Common
stock
Capital
surplus, paid in	1,382,785		408,094		15,428		286,197
(Accumulated
deficit)/Retained earnings	(154,596	)	45,782		(7,343	)	(326,120	)
Accumulated
other comprehensive loss	(4,447	)	(1,148	)	(16	)	(3,283	)
Common
Stockholders Equity	1,223,742		452,728		8,069		(43,206	)
Total Capitalization	1,223,742		772,728		17,519		106,794
Total Liabilities
and Capitalization	$ 1,223,866	$	888,774	$	50,453	$	993,896

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements.

(a) Not covered by auditors report. (b) See supporting statements.

F-53

Mode 1 Communications, Inc. — $	$	13,250	$	$ 54,700	$	64,300
		5,727				43,227
		12,391	733	2,254		502,626
12		2,075	122	18,047		33,002
		2,917	20	2,937		649
		2,950				9,441
						125,817
				27,165
						57,650
12		19,030	32	(24,895	)	87,445
24		58,340	907	80,208		924,157
		219	295	8,156		55,983
						3,083
						15,928
967			25	(19	)	9,487
967		219	320	8,137		84,481
		93,229				413,229
			3,950	250		163,150
				1
31,857		24,990	2,650	1,472,199		679,802
(18,409	)	13,186	661	(292,243	)	(154,596	)
				(4,447	)	(4,447	)
13,448		38,176	3,311	1,175,510		520,759
13,448		131,405	7,261	1,175,760		1,097,138
$ 14,439	$	189,964	$ 8,488	$ 1,264,105	$	2,105,776

F-54

NU ENTERPRISES, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 2004 (Thousands of Dollars)

| Operating
Revenues | $ | | $ 153,891 | $ 122,018 | | $ 2,579,959 | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Operating
Expenses: | | | | | | | |
| Operation- | | | | | | | |
| Fuel,
purchased and net interchange power | | | 204 | 239 | | 2,552,663 | |
| Other | 1,854 | | 16,014 | 110,140 | | 89,339 | |
| Maintenance | | | 15,646 | 16,852 | | 3 | |
| Depreciation | | | 10,286 | 641 | | 5,541 | |
| Amortization | | | | 39 | | 2,382 | |
| Taxes
other than income taxes | 6 | | 9,487 | 1,800 | | 10,468 | |
| Total
operating expenses | 1,860 | | 51,637 | 129,711 | | 2,660,396 | |
| Operating
(Loss)/Income | (1,860 | ) | 102,254 | (7,693 | ) | (80,437 | ) |
| Interest Expense: | | | | | | | |
| Interest
on long-term debt | | | 32,623 | | | | |
| Other
interest | 6 | | 38 | 854 | | 10,869 | |
| Interest
expense, net | 6 | | 32,661 | 854 | | 10,869 | |
| Other (Loss)/Income,
Net | | | | | | | |
| Equity
in loss of subsidiaries | (18,190 | ) | | | | | |
| Other,
net | (7,981 | ) | 1,074 | (406 | ) | 399 | |
| Other
(loss)/income, net | (26,171 | ) | 1,074 | (406 | ) | 399 | |
| (Loss)/Income
Before Income Tax (Benefit)/Expense | (28,037 | ) | 70,667 | (8,953 | ) | (90,907 | ) |
| Income Tax
(Benefit)/Expense | (3,661 | ) | 28,651 | (3,753 | ) | (34,173 | ) |
| Net (Loss)/Income | $ (24,376 | ) | $ 42,016 | $ (5,200 | ) | $ (56,734 | ) |

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements.

(a) Not covered by auditors report. (b) See supporting statements.

F-55

Mode 1 Communications, Inc. — $ 668		$ 198,612	$ 18,571	$ 202,770		$ 2,870,948
				153,558		2,399,547
213		193,300	17,845	33,566		395,139
		419		15,646		17,274
41		1,213	26	1,935		15,813
						2,421
30		654	90			22,535
284		195,586	17,961	204,705		2,852,729
384		3,026	610	(1,935	)	18,219
		40				32,664
1		6,299	213			18,280
1		6,339	213			50,944
				(18,190	)
(2,118	)	6,295		1,935		(4,671	)
(2,118	)	6,295		(16,255	)	(4,671	)
(1,735	)	2,982	397	(18,190	)	(37,396	)
(532	)	302	146			(13,020	)
$ (1,203	)	$ 2,680	$ 251	$ (18,190	)	$ (24,376	)

F-56

NU ENTERPRISES, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 2004 (Thousands of Dollars) — NU Enterprises, Inc.		Northeast Generation Company		Northeast Generation Services Company (consolidated) (b)		Select Energy, Inc. (consolidated) (b)
Balance at
beginning of period	$ (130,220	)	$ 31,766	$	(2,143	)	$ (269,386	)
Additions:
Net
(loss)/income	(24,376	)	42,016		(5,200	)	(56,734	)
	(154,596	)	73,782		(7,343	)	(326,120	)
Deductions:
Dividends
declared:
Common
stock $ 4,666,666.68 per share			28,000
			28,000
Balance at
end of period	$ (154,596	)	$ 45,782	$	(7,343	)	$ (326,120	)
NU ENTERPRISES, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus,
Paid In (a) Year Ended December 31, 2004 (Thousands of Dollars)
NU Enterprises, Inc.		Northeast Generation Company		Northeast Generation Services Company (consolidated) (b)		Select Energy, Inc. (consolidated) (b)
Balance at
beginning of period	$ 1,382,880		$ 408,095	$	15,455		$ 286,224
Allocation
of benefits - ESOP	(159	)	(1	)	(49	)	(69	)
Tax deduction
for stock options exercised and
Employee
Stock Purchase Plan disqualifying
dispositions	64				22		42
Balance at
end of period	$ 1,382,785		$ 408,094	$	15,428		$ 286,197

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements.

(a) Not covered by auditors report. (b) See supporting statements.

F-57

Mode 1 Communications, Inc. — $ (17,206	)	$ 10,506	$	410	$ (246,053	)	$ (130,220	)
(1,203	)	2,680		251	(18,190	)	(24,376	)
(18,409	)	13,186		661	(264,243	)	(154,596	)
					28,000
					28,000
$ (18,409	)	$ 13,186	$	661	$ (292,243	)	$ (154,596	)
Mode 1 Communications, Inc.	Select Energy Services, Inc. (consolidated) (b)		Woods Network Services, Inc.	Eliminations		Consolidated
$ 31,857		$ 25,029	$	2,650	$ 1,472,294		$ 679,897
		(39	)		(159	)	(159	)
					64		64
$ 31,857		$ 24,990	$	2,650	$ 1,472,199		$ 679,802

F-58

NU ENTERPRISES, INC. AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 2004 (Thousands of Dollars)


Operating
Activities:
Net
(loss)/income	$ (24,376	)	$ 42,016	$	(5,200	)	$ (56,734	)
Adjustments
to reconcile to net cash
provided
by/(used in) operating activities:
Depreciation			10,286		641		7,923
Deferred
income taxes and investment tax credits, net	(2,625	)	22,184		228		(9,982	)
Amortization					39
Pension
expense					2,480		1,972
Mark-to-market
on natural gas contracts							48,346
Net
other (uses)/sources of cash	(92	)	(1,451	)	(416	)	45,118
Changes
in current assets and liabilities:
Unrestricted
cash from counterparties
Receivables
and unbilled revenues, net	650		(1,187	)	2,436		9,149
Natural
gas mark-to-market							(77,607	)
Fuel,
materials and supplies			(48	)	(48	)
Other
current assets (excludes cash)	(376	)	(2,874	)	(3,340	)	(78,404	)
Accounts
payable	(4	)	1,282		8,645		55,981
Accrued
taxes			202		(22	)
Other
current liabilities	(28,399	)	3,264		211		21,514
Net cash flows
provided by/(used in) operating activities	(55,222	)	73,674		5,654		(32,724	)
Investing
Activities:
Investments
in plant:
Electric,
gas and other utility plant
Competitive
energy assets			(11,788	)	(200	)	(2,423	)
Cash
flows used for investments in plant			(11,788	)	(200	)	(2,423	)
Other
investment activities	82,183		(1,615	)	813
Net cash flows
used in investing activities	82,183		(13,403	)	613		(2,423	)
Financing
Activities:
Issuance
of long-term debt
Reacquisitions
and retirements of long-term debt			(31,500	)
Advances
from (repayment to) NU parent							(14,699	)
NU
Money Pool borrowing/(lending)	(26,900	)			(4,650	)	46,900
Cash
dividends on common shares			(28,000	)
Capital
contributions
Net cash flows
provided by/(used in) financing activities	(26,900	)	(59,500	)	(4,650	)	32,201
Net (decrease)/increase
in cash for the year	61		771		1,617		(2,946	)
Cash - beginning
of year			12,863		1,227		7,083
Cash - end
of year	$ 61		$ 13,634	$	2,844		$ 4,137
Supplemental
Cash Flow Information:
Cash paid/(refunded)
during the year for:
Interest,
net of amounts capitalized	$		$ 32,506	$	753		$ 6,673
Income
taxes	$ (628	)	$ 9,798	$	242		$ (14,659	)

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements.

(a) Not covered by auditors report. (b) See supporting statements.

F-59

Mode 1 Communications, Inc. — $ (1,203	)	$ 2,680		$ 251	$	(18,190	)	$ (24,376	)
41		1,213		26		4,317		15,813
(487	)	(951	)	134				8,501
						(2,382	)	2,421
						(1	)	4,453
								48,346
(582	)	(29,652	)	(26	)	(6,673	)	19,572

		(18,355	)	(714	)	(7,265	)	(756	)
								(77,607	)
		(121	)	(88	)			(304	)
165		779				(4,516	)	(79,534	)
(265	)	5,373		371		11,880		59,503
		2,299		8		2,265		222
12		10,241		8		(26,128	)	32,979
(2,319	)	(26,494	)	(30	)	(46,693	)	9,233

		(1,671	)					(16,082	)
		(1,671	)					(16,082	)
90		11,994				74,694		18,771
90		10,323				74,694		2,689
		7,762						7,762
		(4,379	)			(1	)	(35,878	)
				(450	)			(15,149	)
2,300		12,000		500				30,150
						(28,000	)

2,300		15,383		50		(28,001	)	(13,115	)
71		(788	)	20				(1,193	)
		1,524		401				23,098
$ 71		$ 736		$ 421	$			$ 21,905
$		$ (1,208	)	$	$			$ 38,724
$ (185	)	$ (348	)	$ 4	$			$ (5,776	)

F-60

NORTHEAST GENERATION SERVICES COMPANY AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 2004 (Thousands of Dollars)


ASSETS
Current Assets:
Cash	$ 959	$ 10	$ 759	$ 1,116	$	$ 2,844
Receivables,
net	1,197		7,787	5,053		14,038
Accounts
receivable from affiliated companies	2,533		1,195	3	111	3,619
Unbilled
revenues	659		3,436	2,516		6,611
Taxes
receivable	3,707			326	286	3,748
Fuel,
materials, and supplies, at average cost			204	113		317
Prepayments
and other	557					557
	9,612	10	13,381	9,127	397	31,734
Property,
Plant and Equipment:
Competitive
energy	3,682		1,357	339		5,377
Less:
Accumulated depreciation	1,381		638	110		2,129
	2,301		719	229		3,248
Construction
work in progress	55					55
	2,356		719	229		3,303
Deferred Debits
and Other Assets:
Accumulated
deferred income taxes	450				450
Goodwill			6,963	3,218		10,181
Purchased
intangible assets, net			42	4,450		4,492
Investments
in subsidiary companies, at equity	20,754				20,754
Other	698		45			743
	21,902		7,050	7,668	21,204	15,416
Total Assets	$ 33,870	$ 10	$ 21,150	$ 17,024	$ 21,601	$ 50,453

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-61

NORTHEAST GENERATION SERVICES COMPANY AND SUBSIDIARIES Consolidating Balance Sheet (a) Liabilities and Capitalization December 31, 2004 (Thousands of Dollars)


LIABILITIES
AND CAPITALIZATION
Current Liabilities:
Notes
payable to affiliated companies	$ 650	$		$		$ 6,000	$		$ 6,650
Advance
from parent, non-interest bearing					2,948	250		3,197
Accounts
payable	5,341				2,172	1,318			8,831
Accounts
payable to affiliated companies	10,206		3		591	504		111	11,193
Accrued
taxes					286			286
Other	1,728				186	80			1,995
	17,925		3		6,183	8,152		3,594	28,669
Deferred Credits
and Other Liabilities:
Accumulated
deferred income taxes					669	422		450	641
Accrued
pension	1,505								1,505
Other	1,371				473	275			2,119
	2,876				1,142	697		450	4,265
Capitalization:
Long-Term
Debt from NU Parent	5,000					4,450			9,450
Common
Stockholders Equity:
Common
stock
Capital
surplus, paid in	15,428		10		7,539	5,000		12,549	15,428
(Accumulated
deficit)/Retained earnings	(7,343	)	(3	)	6,286	(1,275	)	5,008	(7,343	)
Accumulated
other comprehensive loss	(16	)							(16	)
Common
Stockholders Equity	8,069		7		13,825	3,725		17,557	8,069
Total Capitalization	13,069		7		13,825	8,175		17,557	17,519
Total Liabilities
and Capitalization	$ 33,870	$	10	$	21,150	$ 17,024	$	21,601	50,453

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-62

NORTHEAST GENERATION SERVICES COMPANY AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 2004 (Thousands of Dollars)

| Operating
Revenues | $ 62,104 | | $ | $ 42,917 | $ | 18,000 | | $ 1,003 | Consolidated — $ 122,018 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating
Expenses: | | | | | | | | | | |
| Operation- | | | | | | | | | | |
| Fuel,
purchased and net interchange power | 239 | | | | | | | | 239 | |
| Other | 50,831 | | | 41,408 | | 18,904 | | 1,003 | 110,140 | |
| Maintenance | 16,852 | | | | | | | | 16,852 | |
| Depreciation | 330 | | | 257 | | 53 | | | 641 | |
| Amortization | 39 | | | | | | | | 39 | |
| Taxes
other than income taxes | 1,753 | | | 47 | | | | | 1,800 | |
| Total
operating expenses | 70,044 | | | 41,712 | | 18,957 | | 1,003 | 129,711 | |
| Operating(Loss)/Income | (7,940 | ) | | 1,205 | | (957 | ) | | (7,693 | ) |
| Interest Expense,
net | 494 | | | | | 360 | | | 854 | |
| Other (Loss)/Income,
Net | | | | | | | | | | |
| Equity
in earnings of subsidiaries | 45 | | | | | | | 45 | | |
| Other,
net | (392 | ) | | (17 | ) | 1 | | | (406 | ) |
| Other
(loss)/income, net | (347 | ) | | (17 | ) | 1 | | 45 | (406 | ) |
| (Loss)/Income
Before Income Tax (Benefit)/Expense | (8,781 | ) | | 1,188 | | (1,316 | ) | 45 | (8,953 | ) |
| Income Tax
(Benefit)/Expense | (3,581 | ) | | 385 | | (558 | ) | | (3,753 | ) |
| Net (Loss)/Income | $ (5,200 | ) | $ | $ 803 | $ | (758 | ) | $ 45 | $ (5,200 | ) |

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-63

| NORTHEAST GENERATION SERVICES COMPANY AND SUBSIDIARIES Consolidating Statement
of Retained Earnings (a) Year Ended December 31, 2004 (Thousands of Dollars) — Northeast Generation Services Company | | NGS Mechanical Inc. | | E. S. Boulos Company | Woods Electrical Co., Inc. | | Eliminations | Consolidated | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at
beginning of period | $ (2,143 | ) | $ (3 | ) | $ 5,483 | $ (517 | ) | $ 4,963 | $ (2,143 | ) |
| Additions: | | | | | | | | | | |
| Net
(loss)/income | (5,200 | ) | | | 803 | (758 | ) | 45 | (5,200 | ) |
| Balance at
end of period | $ (7,343 | ) | $ (3 | ) | $ 6,286 | $ (1,275 | ) | $ 5,008 | $ (7,343 | ) |
| NORTHEAST GENERATION SERVICES COMPANY AND SUBSIDIARIES Consolidating Statement
of Capital Surplus, Paid In (a) Year Ended December 31, 2004 (Thousands
of Dollars) | | | | | | | | | | |
| Northeast Generation Services Company | | NGS Mechanical Inc. | | E. S. Boulos Company | Woods Electrical Co., Inc. | | Eliminations | Consolidated | | |
| Balance at
beginning of period | $ 15,455 | | $ 10 | | $ 7,539 | $ 5,000 | | $ 12,549 | $ 15,455 | |
| Allocation
of benefits-ESOP | (49 | ) | | | | | | | (49 | ) |
| Tax deduction
for stock options exercised and | | | | | | | | | | |
| Employee
Stock Purchase Plan disqualifying | | | | | | | | | | |
| dispositions | 22 | | | | | | | | 22 | |
| Balance at
end of period | $ 15,428 | | $ 10 | | $ 7,539 | $ 5,000 | | $ 12,549 | $ 15,428 | |

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-64

NORTHEAST GENERATION SERVICES COMPANY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 2004 (Thousands of Dollars)


Operating
Activities:
Net
loss	$ (5,200	)	$	$	803	$	(758	)	$ 45	$	(5,200	)
Adjustments
to reconcile to net cash provided by/(used
in) operating activities:
Depreciation	330				257		53		(1	)	641
Deferred
income taxes and investment tax credits, net	(292	)			321		199				228
Amortization	39										39
Pension
expense	2,480										2,480
Net
other sources/(uses) of cash	329		(1	)	(616	)	(128	)			(416	)
Changes
in current assets and liabilities:
Receivables
and unbilled revenues, net	6,666				(511	)	(3,518	)	201		2,436
Fuel,
materials and supplies	3				(1	)	(51	)	(1	)	(48	)
Other
current assets (excludes cash)	(2,746	)					(321	)	273		(3,340	)
Accounts
payable	7,912		1		(35	)	567		(200	)	8,645
Accrued
taxes					(138	)	(156	)	(272	)	(22	)
Other
current liabilities	193				(12	)	29		(1	)	211
Net cash flows
provided by/(used in) operating activities	9,714				68		(4,084	)	44		5,654
Investing
Activities:
Competitive
Energy Assets	(200	)									(200	)
Other
investment activities	768								(44	)	813
Net cash flows
(used in)/provided by investing activities	568								(44	)	613
Financing
Activities:
NU Money Pool
(lending)/borrowing	(9,850	)					5,200				(4,650	)
Net cash flows
(used in)/provided by financing activities	(9,850	)					5,200				(4,650	)
Net increase/(decrease)
in cash for the year	432				68		1,116				1,617
Cash - beginning
of year	527		10		691						1,227
Cash - end
of year	$ 959		$ 10	$	759	$	1,116		$	$	2,844
Supplemental
Cash Flow Information:
Cash paid/(refunded)
during the year for:
Interest,
net of amounts capitalized	$ 753		$	$		$			$	$	753
Income
taxes	$ 248		$ 1	$	228	$	(235	)	$	$	242

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-65

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F-66

SELECT ENERGY, INC. AND SUBSIDIARY Consolidating Balance Sheet (a) Assets December 31, 2004 (Thousands of Dollars)

Energy, Inc.	New York, Inc.	Eliminations	Consolidated
ASSETS
Current Assets:
Cash	$ 2,775	$ 1,362	$	$ 4,137
Special
deposits	42,731	3,535		46,266
Receivables,
net	380,973	67,141		448,114
Accounts
receivable from affiliated companies	105,960	3,047	24,239	84,770
Unbilled
revenues	57,333			57,333
Taxes
receivable	33,138		254	32,884
Derivative
assets - current	54,989	811		55,801
Prepaid
option premiums	26,222	3,185		29,406
Prepayments
and other	115,455	21,944	712	136,687
	819,576	101,025	25,205	895,398
Property,
Plant and Equipment:
Competitive
energy	20,778	751		21,529
Less:
Accumulated depreciation	12,796	516		13,312
	7,982	235		8,217
Construction
work in progress	1,023	189		1,212
	9,005	424		9,429
Deferred Debits
and Other Assets:
Accumulated
Deferred Taxes	3,486		10	3,476
Goodwill		3,200		3,200
Purchased
intangible assets, net	10,819			10,819
Long-term
accounts receivable	5,684			5,684
Long-term
contracts asset	33,274			33,274
Derivative
assets - long-term	31,647			31,647
Investments
in subsidiary company, at equity	43,306		43,306
Other	996		26	969
	129,212	3,200	43,342	89,069
Total Assets	$ 957,793	$ 104,649	$ 68,547	$ 993,896

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-67

SELECT ENERGY, INC. AND SUBSIDIARY Consolidating Balance Sheet (a) Liabilities and Capitalization December 31, 2004 (Thousands of Dollars)

Energy, Inc.		New York, Inc.		Eliminations		Consolidated
LIABILITIES
AND CAPITALIZATION
Current Liabilities:
Notes
payable to affiliated companies	$ 99,100	$		$		$	99,100
Accounts
payable	453,265		26,997				480,262
Accounts
payable to affiliated companies	38,426		21,178		24,239		35,366
Accrued
taxes			254		254
Accrued
interest	151						151
Derivative
liabilities - current	124,048		1,769				125,817
Unearned
option premiums	27,165						27,165
Counterparty
deposits	55,400		2,250				57,650
Other	32,558		5,883		712		37,729
	830,113		58,331		25,205		863,240
Deferred Credits
and Other Liabilities:
Accumulated
deferred income taxes			10		10
Accrued
pension	377		1,201				1,577
Derivative
liabilities - long-term	14,146		1,783				15,929
Other	6,363		18		26		6,356
	20,886		3,012		36		23,862
Capitalization:
Long-Term
Debt from NU Parent	150,000						150,000
Common
Stockholders Equity:
Common
stock			10		10
Capital
surplus, paid in	286,197		9,956		9,956		286,197
(Accumulated
deficit)/Retained earnings	(326,120	)	34,191		34,191		(326,120	)
Accumulated
other comprehensive loss	(3,283	)	(851	)	(851	)	(3,283	)
Common
Stockholders Equity	(43,206	)	43,306		43,306		(43,206	)
Total Capitalization	106,794		43,306		43,306		106,794
Total Liabilities
and Capitalization	$ 957,793	$	104,649	$	68,547	$	993,896

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-68

SELECT ENERGY, INC. AND SUBSIDIARY Consolidating Statement of Income (a) Year Ended December 31, 2004 (Thousands of Dollars)

Energy, Inc.		New York, Inc.		Eliminations	Consolidated
Operating
Revenues	$ 2,328,538		$ 436,609	$	185,188	$ 2,579,959
Operating
Expenses:
Operation-
Purchased
power, net interchange power and capacity	2,326,868		410,983		185,188	2,552,663
Other	81,330		8,009			89,339
Maintenance	3					3
Depreciation	5,394		147			5,541
Amortization	2,382					2,382
Taxes
other than income taxes	11,617		(1,149	)		10,468
Total
operating expenses	2,427,594		417,990		185,188	2,660,396
Operating
(Loss)/Income	(99,056	)	18,619			(80,437	)
Interest Expense,
Net	10,593		276			10,869
Other Income,
Net:
Equity
in earnings of subsidiary	11,438				11,438
Other,
net	191		209			399
Other
income, net	11,629		209		11,438	399
(Loss)/Income
Before Income Tax (Benefit)/Expense	(98,020	)	18,552		11,438	(90,907	)
Income Tax
(Benefit)/Expense	(41,286	)	7,114			(34,173	)
Net (Loss)/Income	$ (56,734	)	$ 11,438	$	11,438	$ (56,734	)

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-69

SELECT ENERGY, INC. AND SUBSIDIARY Consolidating Statement of Retained Earnings (a) Year Ended December 31, 2004 (Thousands of Dollars)

Energy, Inc.		New York, Inc.		Eliminations		Consolidated
Balance at
beginning of period	$ (269,386	)	$ 22,753	$	22,753	$	(269,386	)
Additions:
Net
(loss)/income	(56,734	)	11,438		11,438		(56,734	)
Balance at
end of period	$ (326,120	)	$ 34,191	$	34,191	$	(326,120	)
SELECT ENERGY, INC. AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 2004
(Thousands of Dollars)
Select		Select Energy
Energy, Inc.		New York, Inc.		Eliminations		Consolidated
Balance at
beginning of period	$ 286,224		$ 9,957	$	9,957	$	286,224
Allocation
of benefits-ESOP	(69	)	(1	)	(1	)	(69	)
Tax deduction
for stock options exercised and
Employee
Stock Purchase Plan disqualifying
dispositions	42						42
Balance at
end of period	$ 286,197		$ 9,956	$	9,956	$	286,197

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-70

SELECT ENERGY INC. AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 2004
(Thousands of Dollars)
		Select Energy
Select		New York,
Energy, Inc.		Inc.		Eliminations		Consolidated
Operating
Activities:
Net
(loss)/income	$ (56,734	)	$ 11,438	$	11,438	$	(56,734	)
Adjustments
to reconcile to net cash (used in)/
provided
by operating activities:
Depreciation	7,776		147				7,923
Deferred
income taxes and investment tax credits, net	(8,290	)	(1,692	)			(9,982	)
Amortization
Pension
expense	1,798		175		1		1,972
Mark-to-market
on natural gas contracts	48,346						48,346
Net
other (uses)/sources of cash	43,816		1,299		(3	)	45,118
Changes
in current assets and liabilities:
Unrestricted
cash from counterparties	(7,041	)	7,041
Receivables
and unbilled revenues, net	9,073		(8,062	)	(8,138	)	9,149
Natural
gas mark-to-market deposit	(77,607	)					(77,607	)
Other
current assets (excludes cash)	(68,658	)	(5,742	)	4,004		(78,404	)
Accounts
payable	57,978		6,141		8,138		55,981
Accrued
taxes			(4,715	)	(4,715	)
Other
current liabilities	17,721		(1,625	)	(5,418	)	21,514
Net
cash flows (used in)/provided by operating activities	(31,822	)	4,405		5,307		(32,724	)
Investing
Activities:
Competitive
energy assets	(2,173	)	(250	)			(2,423	)
Other
investment activities	(5,307	)			(5,307	)
Net
cash flows used in investing activities	(7,480	)	(250	)	(5,307	)	(2,423	)
Financing
Activities:
Advance
from (repayment to) NU parent			(14,699	)			(14,699	)
NU
Money Pool borrowing	35,900		11,000				46,900
Capital
contributions
Net
cash flows provided by/(used in) financing activities	35,900		(3,699	)			32,201
Net
decrease in cash for the year	(3,402	)	456				(2,946	)
Cash
- beginning of year	6,177		906				7,083
Cash
- end of year	$ 2,775		$ 1,362	$		$	4,137
Supplemental
Cash Flow Information:
Cash
paid/(refunded) during the year for:
Interest,
net of amounts capitalized	$ 6,502		$ 171	$		$	6,673
Income
taxes	$ (28,141	)	$ 13,482	$		$	(14,659	)

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-71

This Page Intentionally Left Blank

F-72

SELECT ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 2004
(Thousands of Dollars)
Select	Select	Reeds	HEC/Tobyhanna
Energy	Energy	Ferry	Energy
Services,	Contracting,	Supply	Project,
Inc.	Inc.	Co., Inc.	Inc.
ASSETS
Current Assets:
Cash	$ 274	$ 457	$ 5	$
Special
deposits	14,451			5,575
Receivables,
net	13,733	24,254	37	388
Accounts
receivable from affiliated companies	32,162
Other
material and supplies, at average cost		451
Prepayments
and other	1,466	1,297
	62,086	26,459	42	5,963
Property,
Plant and Equipment:
Competitive
energy	3,192	6,089
Less:
Accumulated depreciation	2,445	3,616
	747	2,473
Deferred Debits
and Other Assets:
Goodwill	505	17,220	247
Investments
in subsidiary companies, at equity	19,520
Other	70,068	3,224		27,193
	90,093	20,444	247	27,193
Total Assets	$ 152,926	$ 49,376	$ 289	$ 33,156

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-73

HEC/CJTS
Energy
Center
LLC	Eliminations	Consolidated
$ 1	$	$ 736
		20,026
		38,412
	24,828	7,334
		451
		2,763
1	24,828	69,722
		9,281
		6,062
		3,219
		17,973
	19,520
	1,435	99,050
	20,955	117,023
$ 1	$ 45,783	$ 189,964

F-74

SELECT ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Liabilities and Capitalization
December 31, 2004
(Thousands of Dollars)
Select	Select	Reeds		HEC/Tobyhanna
Energy	Energy	Ferry		Energy
Services,	Contracting,	Supply		Project,
Inc.	Inc.	Co., Inc.		Inc.
LIABILITIES
AND CAPITALIZATION
Current Liabilities:
Notes
payable to affiliated companies	$ 13,250	$	$	$
Long-term
debt - current portion	5,106				621
Accounts
payable	5,465	6,890	36
Accounts
payable to affiliated companies	2,072	16,920	295		7,616
Accrued
taxes	2,492	295			131
Accrued
interest	2,281				668
Other	13,606	5,144			280
	44,272	29,249	331		9,316
Deferred Credits
and Other Liabilities:
Accumulated
deferred income taxes		1,654
Other
		1,654
Capitalization:
Long-Term
Debt	70,478				22,751
Common Stockholders Equity:
Common
stock			4
Capital
surplus, paid in	24,990	15,389	3
Retained
earnings/(accumulated deficit)	13,186	3,084	(49	)	1,089
Common
Stockholders Equity	38,176	18,473	(42	)	1,089
Total Capitalization	108,654	18,473	(42	)	23,840
Total Liabilities
and Capitalization	$ 152,926	$ 49,376	$ 289	$	33,156

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-75

HEC/CJTS
Energy
Center
LLC	Eliminations	Consolidated
$	$		$ 13,250
			5,727
			12,391
		24,828	2,075
			2,917
			2,950
			19,030
		24,828	58,340
		1,435	219

		1,435	219
			93,229
		4
12		15,404	24,990
(11	)	4,112	13,186
1		19,520	38,176
1		19,520	131,405
$ 1	$	45,783	$ 189,964

F-76

SELECT ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 2004
(Thousands of Dollars)
Select	Select		Reeds	HEC/Tobyhanna
Energy	Energy		Ferry	Energy
Services,	Contracting,		Supply	Project,
Inc.	Inc.		Co., Inc.	Inc.
Operating
Revenues	$ 111,474	$ 87,402	$	952	$
Operating
Expenses:
Operation	107,476	86,088		952
Maintenance	19	400
Depreciation	251	962
Taxes
other than income taxes	654
Total
operating expenses	108,400	87,450		952
Operating
Income/(Loss)	3,074	(48	)
Interest Expense:
Interest
on long-term debt	40
Other
interest	4,289	187			1,824
Interest
expense, net	4,329	187			1,824
Other Income,
Net:
Equity
in earnings of subsidiaries	769
Other,
net	4,055	55			2,186
Other
income, net	4,824	55			2,186
Income Before
Income Tax Expense/(Benefit)	3,569	(180	)		362
Income Tax
Expense/(Benefit)	889	(762	)		175
Net Income	$ 2,680	$ 582	$		$ 187

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-77

HEC/CJTS
Energy
Center
LLC	Eliminations	Consolidated
$	$ 1,217	$ 198,612
	1,217	193,300
		419
		1,213
		654
	1,217	195,586
		3,026
		40
		6,299
		6,339
	769
		6,295
	769	6,295
	769	2,982
		302
$	$ 769	$ 2,680

F-78

SELECT ENERGY SERVICES INC. AND SUBSIDIARIES
Consolidating Statement of Retained Earnings (a)
Year Ended December 31, 2004
(Thousands of Dollars)
Select		Select		Reeds		HEC/Tobyhanna
Energy		Energy		Ferry		Energy
Services,		Contracting,		Supply		Project,
Inc.		Inc.		Co., Inc.		Inc.
Balance at
beginning of period	$ 10,506	$	2,502	$	(49	)	$ 902
Additions:
Net
income	2,680		582				187
Balance at
end of period	$ 13,186	$	3,084	$	(49	)	$ 1,089
SELECT ENERGY SERVICES INC. AND SUBSIDIARIES
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 2004
(Thousands of Dollars)
Select		Select		Reeds		HEC/Tobyhanna
Energy		Energy		Ferry		Energy
Services,		Contracting,		Supply		Project,
Inc.		Inc.		Co., Inc.		Inc.
Balance at
beginning of period	$ 25,029	$	15,080	$	3		$
Capital contribution
from Select Energy Services, Inc.			334
Allocation
of benefits - ESOP	(39	)	(25	)
Balance at
end of period	$ 24,990	$	15,389	$	3		$

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-79

HEC/CJTS
Energy
Center
LLC	Eliminations		Consolidated
$ (11	)	$ 3,343	$	10,506
		769		2,680
$ (11	)	$ 4,112	$	13,186
HEC/CJTS
Energy
Center
LLC		Eliminations		Consolidated
$ 12		$ 15,095	$	25,029
		334
		(25	)	(39	)
$ 12		$ 15,404	$	24,990

F-80

SELECT ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 2004
(Thousands of Dollars)
						HEC/
Select		Select		Reeds		Tobyhanna
Energy		Energy		Ferry		Energy
Services,		Contracting,		Supply		Project,
Inc.		Inc.		Co., Inc.		Inc.
Operating
Activities:
Net
income	$ 2,680		$ 582		$	$	187
Adjustments
to reconcile to net cash (used in)/
provided
by operating activities:
Depreciation	251		962
Deferred
income taxes and investment tax credits, net	(918	)	(33	)
Net
other (uses)/sources of cash	(24,428	)	(5,972	)			723
Changes
in current assets and liabilities:
Receivables
and unbilled revenues, net	(17,761	)	(6,752	)	73		378
Other
materials and supplies			(121	)
Other
current assets (excludes cash)	837		(57	)
Accounts
payable	37		10,609		(73	)	507
Accrued
taxes	2,137		57				106
Other
current liabilities	6,139		4,163				(63	)
Net cash flows
(used in)/provided by operating activities	(31,026	)	3,438				1,838
Investing
Activities:
Competitive
energy assets	(1,671	)
Other
investment activities	15,968						(1,261	)
Net cash flows
used in investing activities	14,297						(1,261	)
Financing
Activities:
NU
Money Pool borrowing/(lending)	12,000		(3,790	)
Issuance
of long-term debt	7,762
Reacquisitions
and retirements of long-term debt	(3,802	)					(577	)
Capital
contributions			334
Net cash flows
provided by/(used in) financing activities	15,960		(3,456	)			(577	)
Net increase
in cash for the year	(769	)	(18	)
Cash - beginning
of year	1,043		475		5
Cash - end
of year	$ 274		$ 457		$ 5	$
Supplemental
Cash Flow Information:
Cash (refunded)/paid
during the year for:
Interest,
net of amounts capitalized	$ (1,208	)	$		$
Income
taxes	$ (96	)	$ (322	)	$	$	70

Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors report.

F-81

HEC/CJTS
Energy
Center
LLC	Eliminations	Consolidated
$	$ 769	$	2,680
			1,213
			(951	)
	(25	)	(29,652	)
	(5,707	)	(18,355	)
			(121	)
	1		779
	5,707		5,373
			2,299
	(2	)	10,241
	743		(26,494	)
			(1,671	)
	2,713		11,994
	2,713		10,323
	(3,790	)	12,000
			7,762
			(4,379	)
	334
	(3,456	)	15,383
			(788	)
1			1,524
$ 1	$	$	736
$	$	$	(1,208	)
$	$	$	(348	)

F-82

FINANCIAL STATEMENTS, REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND NOTES TO FINANCIAL STATEMENTS

| NU | Reference
is made to the consolidated financial statements, the Report of Independent Registered
Public Accounting Firm and notes to consolidated financial statements contained
in NUs 2004 Annual Report to shareholders, which information is incorporated
herein by reference. |
| --- | --- |
| CL&P | Reference
is made to the consolidated financial statements, the Report of Independent Registered
Public Accounting Firm and notes to consolidated financial statements contained
in CL&Ps 2004 Annual Report, which information is incorporated herein
by reference. |
| PSNH | Reference
is made to the consolidated financial statements, the Report of Independent Registered
Public Accounting Firm and notes to consolidated financial statements contained
in PSNHs 2004 Annual Report, which information is incorporated herein by reference. |
| WMECO | Reference
is made to the consolidated financial statements, the Report of Independent Registered
Public Accounting Firm and notes to consolidated financial statements contained
in WMECOs 2004 Annual Report, which information is incorporated herein by
reference. |

F-83

NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
Balance Sheet
(In thousands)
(Unaudited)
December 31,
2004
ASSETS
Utility plant,
at original cost	$ 221,818
Less
accumulated provision for depreciation	123,859
Net
utility plant	97,959
Current assets:
Cash
and temporary cash investments (including $0 with affiliated companies)	42
Accounts
receivable (including$94 from affiliates)	94
Misc.
current and accrued assets	188
Materials
and supplies, at average cost	1,246
Deferred
federal and state income taxes	83
Total
current assets	1,653
Investment
in New England Hydro Finance Company, Inc. at cost	5
Deferred charges	2,466
	$ 102,083
CAPITALIZATION
AND LIABILITIES
Capitalization:
Common
stock, par value $1 per share,
Authorized - Class A - 13,705,000 shares
- Class B - 295,000 shares
Outstanding - Class A - 1,656,847 shares
- Class B - 123,153 shares	$ 1,780
Premium
on common stock	7,940
Other
paid-in capital	15,464
Retained
earnings	1,111
Total
common equity	26,295
Long-term
debt - affiliated company	34,010
	60,305
Current liabilities:
Long-term
debt due within one year - affiliated company	3,600
Short-term
debt to affiliates	1,350
Accounts
payable (including $118 to affiliates)	1,702
Accrued
liabilities:
Interest
- affiliated company	150
Taxes	231
Other
accrued expenses	5
Dividends
payable	243
Total
current liabilities	7,281
Deferred federal
and state income taxes	28,044
Unamortized
investment tax credits	6,453
	$ 102,083
Northeast
Utilities has a 22.66 percent ownership interest in the New England Hydro-Transmission
Electric Company, Inc.

F-84

NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
Statement of Income
Nine Months Ended December 31
(In thousands)
(Unaudited)
2004
Operating
revenue	$ 20,421
Operating
expenses:
Operation	2,895
Maintenance	423
Depreciation
and amortization	6,654
Taxes,
other than income taxes	2,109
Income
taxes	1,948
Total
operating expenses	14,029
Operating
income	6,392
Other expense,
net	(8	)
Operating
and other income	6,384
Interest:
Interest
on long-term debt - affiliated company	2,853
Other
interest	4
Total
interest	2,857
Net income	$ 3,527
Statement of Retained Earnings
(In Thousands)
Retained earnings
at beginning of period	$ 279
Net income	3,527
Dividends
declared on common stock	(2,548	)
Repurchase
of common stock	(147	)
Retained earnings
at end of period	$ 1,111
Northeast Utilities has a 22.66 percent ownership interest in the New England Hydro-Transmission
Electric Company, Inc.

F-85

NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
Statement of Cash Flows
Nine Months Ended December 31
(In thousands)
(Unaudited)
2004
Operating
activities:
Net
income	$ 3,527
Adjustments
to reconcile net income to
net
cash provided by operating activities:
Depreciation
and amortization	6,654
Deferred
income taxes and investment tax credits, net	397
Increase
in accounts receivable	(79	)
Increase
in materials and supplies	(28	)
Decrease
in other current assets	50
Increase
in accounts payable	694
Decrease
in other current liabilities	(482	)
Other,
net	31
Net
cash provided by operating activities	$ 10,764
Investing
activities:
Plant
expenditures excluding allowance for funds used during construction	$ (1,181	)
Net
cash used in investing activities	$ (1,181	)
Financing
activities:
Dividends
paid on common stock	$ (2,900	)
Long-term
debt - retirements	(4,860	)
Reacquired
common stock, including reacquisition premium	(2,977	)
Changes
in short-term debt	1,175
Net
cash used in financing activities	$ (9,562	)
Net increase
in cash and cash equivalents	$ 21
Cash and cash
equivalents at beginning of period	21
Cash and cash
equivalents at end of period	$ 42
Northeast Utilities has a 22.66 percent ownership interest in the New England Hydro-Transmission
Electric Company, Inc.

F-86

NEW ENGLAND HYDRO-TRANSMISSION CORPORATION Balance Sheet (In thousands) (Unaudited)


2004
ASSETS
Utility plant,
at original cost	$ 164,459
Less
accumulated provision for depreciation	81,776
Net
utility plant	82,683
Current assets:
Cash
and temporary cash investments	202
Accounts
receivable (including $35 from affiliates)	423
Materials
and supplies, at average cost	2
Deferred
federal and state income taxes	15
Total
current assets	642
Investment
in New England Hydro Finance Company, Inc. at cost	5
Deferred charges	3,586
	$ 86,916
CAPITALIZATION
AND LIABILITIES
Capitalization:
Common
stock, par value $5 per share,
Authorized
- Class A - 88,000 shares
- Class B - 2,000 shares
Outstanding
- Class A - 7,427 shares
- Class B - 573 shares	$ 40
Premium
on common stock	3,945
Other
paid-in capital	10,681
Retained
earnings	1,036
Total
common equity	15,702
Long-term
debt - affiliated company	20,050
Total
capitalization	35,752
Current liabilities:
Long-term
debt due within one year - affiliated company	2,160
Short-term
debt - affiliated company	1,400
Accounts
payable (including $862 to affiliates)	1,300
Accrued
liabilities:
Interest
- affiliated company	89
Taxes	1,423
Other
accrued expenses	1,255
Dividends
payable	218
Total
current liabilities	7,845
Deferred federal
and state income taxes	21,503
Unamortized
investment tax credits	3,720
Obligation
under capital lease excluding current portion	18,096
	$ 86,916
Northeast Utilities has a 22.66 percent ownership interest in the New England Hydro-Transmission Corporation.

F-87

NEW ENGLAND HYDRO-TRANSMISSION CORPORATION Statement of Income Nine Months Ended December 31 (In thousands) (Unaudited)

| Operating
revenue | 2004 — $ 18,136 | |
| --- | --- | --- |
| Operating
expenses: | | |
| Operation | 6,695 | |
| Maintenance | 19 | |
| Depreciation
and amortization | 4,385 | |
| Taxes,
other than income taxes | 2,137 | |
| Income
taxes | 1,160 | |
| Total
operating expenses | 14,396 | |
| Operating
income | 3,740 | |
| Other
income, net | 2 | |
| Operating
and other income | 3,742 | |
| Interest: | | |
| Interest
on long-term debt - affiliated company | 1,693 | |
| Other
interest | 4 | |
| Total
interest | 1,697 | |
| Net income | $ 2,045 | |
| Statement of Retained Earnings | | |
| (In Thousands) | | |
| Retained earnings
at beginning of period | $ 259 | |
| Net income | 2,045 | |
| Dividends
declared on common stock | (1,088 | ) |
| Repurchase
of common stock | (180 | ) |
| Retained earnings
at end of period | $ 1,036 | |
| Northeast Utilities has a 22.66 percent ownership interest in the New England Hydro-Transmission Corporation. | | |

F-88

NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
Statement of Cash Flows
Nine Months Ended December 31
(In thousands)
(Unaudited)
	2004
Operating
activities:
Net
income	$ 2,045
Adjustments
to reconcile net income to
net
cash provided by operating activities:
Depreciation
and amortization	4,385
Deferred
income taxes and investment tax credits, net	233
Increase
in accounts receivable	(43	)
Increase
in accounts payable	397
Decrease
in other current liabilities	(301	)
Other,
net	20
Net
cash provided by operating activities	$ 6,736
Financing
activities:
Dividends
paid on common stock	$ (1,248	)
Long-term
debt - retirements	(2,970	)
Changes
in short-term debt	100
Reacquired
common stock, including reacquisition premium	(2,476	)
Net
cash used in financing activities	$ (6,594	)
Net
increase in cash and cash equivalents	$ 142
Cash
and cash equivalents at beginning of period	60
Cash
and cash equivalents at end of period	$ 202
Northeast
Utilities has a 22.66 percent ownership
interest
in the New England Hydro-Transmission Corporation.

F-89

Connecticut Yankee Atomic Power Company
Balance Sheet
(In thousands)
	December 31,
	2004
ASSETS
Utility
plant, at original cost:	$ 1,310
Land
Current
assets:
Cash and cash
equivalents	21,945
Accounts receivable:
Electric
sales	2,308
Decommissioning
trust	1,007
Income
tax	17,402
Other	485
Total
current assets	43,147
Deferred
charges and other assets:
Trust funds:
Plant
decommissioning	15,265
Other	1,237
Regulatory
assets:
Net
unrecovered assets	47,381
Pensions
and post-employment benefit assets	5,827
Closure
costs	571,756
DOE
decontamination and decommissioning fee	10,023
Other	802
Long-term
receivable - decommissioning trust	56,910
Other deferred
charges and other assets	12
Total Assets	$ 753,670
CAPITALIZATION AND LIABILITIES
Capitalization:
Capital stock,
par value $100 per share;
Authorized
700,000 shares; 350,000 shares outstanding	$ 35,000
Paid in capital	2,964
Retained earnings	5,829
Total
capitalization	43,793
Current
liabilities:
Accounts payable	349
Accounts payable
to decommissioning trust	23,780
Other liabilities	3,531
Total
current liabilities	27,660
Long-term
fuel disposal liability:
Principal	48,726
Interest	105,914
Long-term
debt - other, net	154,640
Reserves
and deferred credits:
Reserves:
Other	1,311
Deferred Credits:
Regulatory
liabilities:
Closure
costs	57,698
DOE
decontamination and decommissioning fee	3,620
Asset
retirement obligation	374,683
Deferred
federal and state income taxes	80,007
Unamortized
investment tax credits	1,848
Accrued
retirement and post-employment liabilities	5,827
Other
deferred credits	2,583
Commitments
and contingencies
Total Capitalization
and Liabilities	$ 753,670
Northeast Utilities has a 49 percent ownership interest in the Connecticut Yankee
Atomic Power Company.

F-90

Connecticut Yankee Atomic Power Company Statement of Operations and Retained Earnings (Dollars in thousands, except share and per share amounts)

	Year Ended
	December 31,
	2004
Operating
revenues	$ 43,053
Operating
expenses:
Fuel	3,371
Operations
Decommissioning	16,742
Amortization
of unrecovered assets	18,952
Income
taxes	945
Taxes
other than income taxes	501
Total
operating expenses	40,511
Operating
income	2,542
Other income,
net	103
Net income	$ 2,645
Retained
earnings:
Retained
earnings at beginning of year	$ 8,084
Net
income	2,645
	10,729
Dividends
paid	(4,900	)
Retained
earnings at end of year	5,829
Per share
data:
Basic
and diluted earnings per share	$ 7.56
Dividends
per share	$ 14.00
Common
Shares Outstanding	350,000
Northeast
Utilities has a 49 percent ownership interest in the
Connecticut
Yankee Atomic Power Company.

F-91

Connecticut Yankee Atomic Power Company Statement of Cash Flows (In thousands)

	Year Ended
	December 31,
	2004
Cash flows
from operating activities:
Net
income	$ 2,645
Adjustments
to reconcile net income to
net
cash provided by operating activities:
Amortization
of unrecovered assets	18,952
Increase
in other reserves	211
Deferred
federal and state income taxes	22,469
Investment
tax credits, net	(739	)
(Increase)/decrease
in:
Accounts
receivable	779
Other
assets	(22,399	)
Prepayments	(6,741	)
Increase/(decrease)
in:
Accounts
payable	16,492
Accrued
expenses	(2,099	)
Other
liabilities	(4,133	)
Other
deferred credits	(511	)
Net
cash provided by operating activities	24,926
Cash flows
from investing activities:
Investments
in special deposits	(210	)
Net
cash used in investing activities	(210	)
Cash flows
from financing activities:
Dividends
paid	(4,900	)
Net
cash used in financing activities	(4,900	)
Net increase
in cash and cash equivalents	19,816
Cash and cash
equivalents at beginning of year	2,129
Cash and cash
equivalents at end of year	$ 21,945
Cash received
during the period for:
Federal
and state income taxes	$ 10,215
Northeast Utilities has a 49 percent ownership interest in the
Connecticut Yankee Atomic Power Company.

F-92

Yankee Atomic Electric Company Balance Sheet (In thousands)

	Year Ended
	December 31,
	2004
ASSETS
Utility
plant, at original cost:	$ 137
Land
Current
assets:
Cash and cash
equivalents	395
Accounts receivable:
Decommissioning
trust	597
Other	752
Prepayments	2,678
Total
current assets	4,422
Deferred
charges and other assets:
Trust funds:
Plant
decommissioning	32,125
Other	752
Other deferred
charges and other assets:
Pension
and post-employment benefit assets	4,052
Closure
costs	119,347
Other	147
Long-term
receivable - decommissioning trust	4,397
Total Assets	$ 165,379
CAPITALIZATION
AND LIABILITIES
Capital stock,
par value $2,000 per share;
7,670
shares authorized and outstanding	$ 15,340
Treasury stock,
145,730 shares	(14,573	)
Retained earnings	187
Total
capitalization	954
Current
liabilities:
Accounts payable	20
Accounts payable
to decommissioning trust	3,483
Other liabilities	387
Total
current liabilities	3,890
Reserves
and deferred credits:
Reserves:
Other	752
Deferred Credits:
Closure
costs	15,523
Deferred
federal and state income tax	4,259
Accrued
retirement and post-employment liabilities	4,052
Asset
retirement obligation	135,949
Commitments
and contingencies
Total Capitalization
and Liabilities	$ 165,379
Northeast Utilities has a 38.5 percent ownership interest in the
Yankee Atomic Electric Company.

F-93

Yankee Atomic Electric Company Statement of Operations and Retained Earnings (Dollars in thousands, except share and per share amounts)

	Year Ended
	December 31,
	2004
Operating
revenues	$ 54,902
Operating
expenses:
Decommissioning	54,902
Income
taxes
Total
operating expenses	54,902
Operating
income
Other deductions,
net	(59	)
Net loss	$ (59	)
Retained
earnings:
Retained
earnings at beginning of year	$ 246
Net
loss	(59	)
Retained
earnings at end of year	$ 187
Per share
data:
Basic
and diluted earnings per share	$ (7.69	)
Common
Shares Outstanding	7,670
Northeast
Utilities has a 38.5 percent ownership interest
in
the Yankee Atomic Electric Company.

F-94

Yankee Atomic Electric Company Statement of Cash Flows (In thousands)

	Year Ended
	December 31,
	2004
Cash flows
from operating activities:
Net
loss	$ (59	)
Adjustments
to reconcile net income to net cash used in operating activities:
Increase
in other reserves	(1,119	)
Deferred
federal and state income taxes	3,181
(Increase)/decrease
in:
Accounts
receivable	(775	)
Prepayments	(2,279	)
Other
assets	184
Increase/(decrease)
in:
Accounts
payable	(1,692	)
Other
liabilities	(2,986	)
Net
cash used in operating activities	(5,545	)
Cash flows
from investing activities:
Increase
in other trusts	1,119
Net
cash provided by investing activities	1,119
Net decrease
in cash and cash equivalents	(4,426	)
Cash and cash
equivalents at beginning of year	4,821
Cash and cash
equivalents at end of year	$ 395
Cash paid
during the period for:
Federal
and state income taxes paid	$ 1,360
Northeast
Utilities has a 38.5 percent ownership interest in the Yankee Atomic Electric Company.

F-95

This Page Intentionally Left Blank

F-96

Maine Yankee Atomic Power Company Balance Sheet (In thousands)

	December 31,
	2004
ASSETS
Utility
plant, at original cost:	$ 330
Current
assets:
Cash and cash
equivalents	14,415
Accounts receivable
- decommissioning trust fund	20,407
Account receivable
- other	3,395
Prepayments
Total
current assets	38,217
Deferred
charges and other assets:
Trust funds:
Plant
decommissioning	56,329
Fuel
disposal	83,585
Other	177
Regulatory
assets
Closure	126,416
Net
unrecovered assets	84,345
DOE
decontamination and decommissioning fee	5,630
ISFSI-related
costs	78,238
Other	2,387
Other deferred
charges and other assets	2,645
Total
deferred charges and other assets	439,752
	$ 478,299
Northeast
Utilities has a 20 percent ownership interest in
the Maine Yankee Atomic Power Company.

F-97

Maine Yankee Atomic Power Company Balance Sheet (In thousands)

Capitalization and Liabilities
	December
31,
	2004
Capitalization
(see separate statements)
Common
stock investment	$ 35,813
Long-term
debt
Total
capitalization	35,813
Long-term
fuel disposal liability	160,292
Current
liabilities:
Current
sinking fund requirements	2,515
Accounts
payable	15,341
Accounts
payable to associated companies
Dividends
payable	702
Accrued
interest and taxes	1,048
Other
current liabilities	2,047
Total
current liabilities	21,653
Commitments
and contingencies
Reserves
and deferred credits
Plant
decommissioning reserve
Deferred
credits
Regulatory
liabilities
Closure	36,946
DOE
decontamination and decommissioning fee	2,047
Other	2,889
Accumulated
deferred income tax liabilities	62,241
Unamortized
investment tax credits	2,132
Asset
retirement obligation	150,277
Other
deferred credits	4,009
Total
reserves and deferred credits	260,541
	$ 478,299
Northeast
Utilities has a 20 percent ownership interest in
the Maine Yankee Atomic Power Company.

F-98

Maine Yankee Atomic Power Company Statement of Income (Dollars in thousands, except share and per share amounts)

	Year Ended
	December 31,
	2004
Electric
Operating Revenues	$ 62,032
Operating expenses
Fuel
disposal cost	2,008
Operation
and maintenance	5,594
Amortization	22,003
Decommissioning
collections	28,874
Income
taxes	75
Total
operating expenses	58,554
Operating
income	3,478
Other income,
net	2,296
Income
before interest charges	5,774
Interest
charges
Long-term
debt	1,306
Revolving
loans
Fuel
disposal liability	1,972
Other
interest	2
Total
interest charges	3,280
Net income	$ 2,494
Weighted
average shares of common stock outstanding	259,200
Earnings
per share of common stock	$ 9.62
Dividends
declared per share of common stock	$ 27.40
Northeast
Utilities has a 20 percent ownership interest in the Maine
Yankee Atomic Power Company.

F-99

Maine Yankee Atomic Power Company Statement of Changes in Common Stock Investment for the Year Ended December 31, 2004 (In thousands)

	Shares	Par Value		Other, Net		Earnings		Total
Balance -
December 31, 2003	289,300	$	28,930	$	10,770	$	4,720	$	44,420
Add
(deduct):							2,494		2,494
Net
income
Cash
dividends declared on common
stock							(7,102	)	(7,102	)
Redemption
of common stock	(30,100	)	(3,010	)	(989	)			(3,999	)
Balance -
December 31, 2004	259,200	$	25,920	$	9,781	$	112	$	35,813
Northeast
Utilities has a 20 percent ownership interest in
the Maine Yankee Atomic Power Company.

F-100

Maine Yankee Atomic Power Company Statement of Cash Flows (In thousands)

	Year Ended
	December 31,
	2004
Operating activities:
Net
income	$ 2,494
Items
not requiring (providing) cash
Decommissioning
and amortization	50,877
Deferred
income taxes and investment tax credits, net	(124	)
Gain
on sale of land
Long-term
fuel disposal interest	1,972
Other,
net	10,014
Changes
in certain assets and liabilities
Accounts
receivable	4,509
Accounts
receivable - other
Prepayments
Accounts
payable and other	(2,057	)
Accrued
interest and taxes	(49	)
Net
cash provided by operating activities	58,618
Investing activities:
Sale
of land	322
Changes
in net unrecovered assets
Investment
income in decommissioning trust	3,337
Trust
fund investments	(789	)
Fuel
disposal	(37,207	)
Plant
decommissioning	(34,337	)
Net
cash used by investing activities
Financing activities:
Redemptions
Common
stock	(3,999	)
Long-term
debt	(9,765	)
Dividend
payments
Common
stock	(7,102	)
Net
cash used by financing activities	(20,866	)
Net
increase in cash and cash equivalents	3,415
Cash
and cash equivalents at beginning of year	11,000
Cash
and cash equivalents at end of year	$ 14,415
Cash
paid during the year for:
Interest	$ 670
Income
taxes	$ 388
Northeast
Utilities has a 20 percent ownership interest
in
the Maine Yankee Atomic Power Company.

F-101

| GREENPORT
POWER, LLC | |
| --- | --- |
| BALANCE SHEET | |
| (Unaudited) | |
| | December 31, |
| | 2004 |
| | (Thousands |
| | of Dollars) |
| ASSETS | |
| Current Assets: | |
| Cash | $ 78 |
| Total Assets | $ 78 |
| LIABILITIES
AND MEMBERS EQUITY | |
| Current Liabilities: | |
| Accounts
payable | $ 11 |
| Other | 64 |
| | 75 |
| Members
equity | 3 |
| Total Liabilities
and Members Equity | $ 78 |
| Northeast
Generation Services Company has a 50 percent ownership | |
| interest
in Greenport Power, LLC | |

F-102

| GREENPORT
POWER, LLC | | |
| --- | --- | --- |
| STATEMENT
OF INCOME | | |
| (Unaudited) | | |
| | Twelve | |
| | Months Ended | |
| | December 31, | |
| | 2004 | |
| | (Thousands | |
| | of Dollars) | |
| Operating
Revenues | $ | |
| Operating
Expenses | 223 | |
| Net
Loss | $ (223 | ) |
| Northeast
Generation Services Company has a 50 percent ownership | | |
| interest
in Greenport Power, LLC | | |

F-103

| GREENPORT
POWER, LLC | | |
| --- | --- | --- |
| STATEMENT
OF CASH FLOWS | | |
| (Unaudited) | | |
| | Twelve | |
| | Months Ended | |
| | December 31, | |
| | 2004 | |
| | (Thousands | |
| | of Dollars) | |
| Operating
Activities: | | |
| Net
loss | $ (223 | ) |
| Adjustments
to reconcile net cash flows | | |
| used
in operating activities: | | |
| Changes
in current assets and liabilities: | | |
| Accounts
payable | (421 | ) |
| Other
current liabilities | (171 | ) |
| Net
cash flows used in operating activities | (815 | ) |
| Financing
Activities: | | |
| Other
financing activities | (1,402 | ) |
| Net
cash flows used in financing activities | (1,402 | ) |
| Net
decrease in cash | (2,217 | ) |
| Cash
- beginning of year | 2,295 | |
| Cash
- end of year | $ 78 | |
| Northeast
Generation Services Company has a 50 percent ownership interest
in Greenport Power, LLC | | |

F-104

| ERI/HEC EFA-Med,
LLC | | |
| --- | --- | --- |
| BALANCE SHEET | | |
| (Unaudited) | | |
| | December 31, | |
| | 2004 | |
| | (Thousands | |
| | of Dollars) | |
| ASSETS | | |
| Current
Assets: | | |
| Cash | $ 1 | |
| Total
Assets | $ 1 | |
| LIABILITIES
AND CAPITALIZATION | | |
| Capitalization: | | |
| Common
Stockholders Equity: | | |
| Capital
surplus, paid in | $ 18 | |
| Accumulated
deficit | (17 | ) |
| Common
Stockholders Equity | 1 | |
| Total
Capitalization | 1 | |
| Total
Liabilities and Capitalization | $ 1 | |
| Select
Energy Services, Inc. has a 50 percent ownership | | |
| interest
in ERI/HEC EFA-Med, LLC. | | |

F-105

| ERI/HEC EFA-Med,
LLC | | |
| --- | --- | --- |
| STATEMENT
OF INCOME | | |
| (Unaudited) | | |
| | Twelve | |
| | Months Ended | |
| | December 31, | |
| | 2004 | |
| | (Thousands | |
| | of Dollars) | |
| Operating
Revenues | $ | |
| Operating
Expenses | 1 | |
| Net
Loss | $ (1 | ) |
| Select
Energy Services, Inc. has a 50 percent ownership | | |
| interest
in ERI/HEC EFA-Med, LLC. | | |

F-106

| ERI/HEC EFA-Med,
LLC | | |
| --- | --- | --- |
| STATEMENT
OF CASH FLOWS | | |
| (Unaudited) | | |
| | Twelve | |
| | Months Ended | |
| | December 31, | |
| | 2004 | |
| | (Thousands | |
| | of Dollars) | |
| Operating
Activities: | | |
| Net
loss | $ (1 | ) |
| Net cash flows
used in operating activities | (1 | ) |
| Net decrease
in cash | (1 | ) |
| Cash - beginning
of year | 2 | |
| Cash - end
of year | $ 1 | |
| Select Energy
Services, Inc. has a 50 percent ownership | | |
| interest
in ERI/HEC EFA-Med, LLC. | | |

F-107

EXHIBITS

The following exhibits are incorporated by reference to the indicated SEC file number, unless a single asterisk appears next to the exhibit reference. A single asterisk indicates exhibits which are filed herewith. A # further indicates that the exhibit is filed under cover of Form SE.

EXHIBIT NUMBER — A.	DESCRIPTION — ANNUAL REPORTS
	Annual Reports filed under the Securities Exchange Act of 1934
	A.1	2004 Annual Report on Form 10-K for NU. (File No. 1-5324)
	A.2	2004 Annual Report on Form 10-K for CL&P. (File No. 000-00404)
	A.3	2004 Annual Report on Form 10-K for PSNH. (File No. 1-6392)
	A.4	2004 Annual Report on Form 10-K for WMECO. (File No. 0-7624)
B.	CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION
	B.1	Northeast Utilities
		B.1.1	Declaration of Trust of NU, as amended through May 13, 2003.
(Exhibit 4.1 to NU Form S-8 filed June 11, 2003, File No. 333-106008).
	B.2	The Connecticut Light and Power Company
		B.2.1	Certificate of Incorporation of CL&P, restated to March 22, 1994. (Exhibit 3.2.1, 1993 NU Form 10-K, File No. 1-5324)
		B.2.2	Certificate of Amendment to Certificate of Incorporation of CL&P, dated December 26, 1996. (Exhibit 3.2.2, 1996 NU Form 10-K, File No. 1-5324)
		B.2.3	Certificate of Amendment to Certificate of Incorporation of CL&P, dated April 27, 1998. (Exhibit 3.2.3, 1998 NU Form 10-K, File No. 1-5324)
		B.2.4	By-Laws of CL&P, as amended to January 1, 1997. (Exhibit 3.2.3, 1996 NU Form 10-K, File No. 1-5324)
	B.3	Public Service Company of New Hampshire
		B.3.1	Articles of Incorporation, as amended to May 16, 1991. (Exhibit 3.3.1, 1993 NU Form 10-K, File No. 1-5324)
		B.3.2	By-Laws of PSNH, as amended to November 1, 1993. (Exhibit 3.3.2, 1993 NU Form 10-K, File No. 1-5324)
	B.4	Western Massachusetts Electric Company
		B.4.1	Articles of Organization of WMECO, restated to February 23, 1995. (Exhibit 3.4.1, 1994 NU Form 10-K, File No. 1-5324)
		B.4.2	By-Laws of WMECO, as amended to May 1, 2000. (Exhibit 3.1, NU Form 10-Q for the Quarter Ended June 30, 2000, File No. 1-5324)

E-1

B.5	North Atlantic Energy Corporation
	B.5.1	Articles of Incorporation of NAEC dated September 20, 1991. (Exhibit 3.5.1, 1993 NU Form 10-K, File No.1 5324)
	B.5.2	Articles of Amendment dated October 16, 1991, and June 2, 1992, to Articles of Incorporation of NAEC. (Exhibit 3.5.2, 1993 NU Form 10-K, File No. 1-5324)
	B.5.3	By-Laws of NAEC, as amended to June 1, 2000. (Exhibit 3.1, NU Form 10-Q for the Quarter Ended September 30, 2000, File No. 1-5324)
B.6	The Quinnehtuk Company
	B.6.1	Articles of Organization of The Quinnehtuk Company dated December 14, 1928, and Articles of Amendment dated December 18, 1930. (Exhibit B.6.1, 1997 NU Form U5S, File No. 1-5324)
	B.6.2	Amendment to Certificate of Incorporation of The Quinnehtuk Company dated June 10, 1975. (Exhibit B.6.2, 1993 NU Form U5S, File No. 1-5324)
	B.6.3	By-Laws of The Quinnehtuk Company as amended to February 11, 1998. (Exhibit B.6.3, 1997 NU Form U5S, File No. 1-5324)
B.7	The Rocky River Realty Company
	B.7.1	Certificate of Incorporation, as amended, of The Rocky River Realty Company. (Exhibit 1.9, 1977 NU Form U5S, File No. 30-246)
	B.7.2	Certificate of Amendment to Certificate of Incorporation of The Rocky River Realty Company, dated December 26, 1996. (Exhibit B.7.2, 1996 NU Form U5S, File No. 1-5324)
	B.7.3	Certificate of Amendment to Certificate of Incorporation of the Rocky River Realty Company, dated April 27, 1998. (Exhibit B.7.3, 1997 NU Form U5S, File No. 1-5324)
	B.7.4	By-Laws of The Rocky River Realty Company, as amended to February 11, 1998. (Exhibit B.7.4, 1997 NU Form U5S, File No. 1-5324)
B.8	Electric Power, Incorporated
	B.8.1	Charter of Electric Power, Incorporated dated January 1, 1955. (Exhibit B.9, 1983 NU Form U5S, File No. 30-246)
	B.8.2	Amendment to Charter of Electric Power, Incorporated (Special Act No. 133, Volume XXXI, page 103, approved June 11, 1963). (Exhibit B.9.1, 1983 NU Form U5S, File No. 30-246)
	B.8.3	Certificate of Amendment to Certificate of Incorporation of Electric Power, Incorporated, dated December 26, 1996. (Exhibit B.10.3, 1996 NU Form U5S, File No. 1-5324)
	B.8.4	By-Laws of Electric Power, Incorporated as amended to February 15, 1952. (Exhibit B.9.2, 1983 NU Form U5S, File No. 30-246)
B.9	The Nutmeg Power Company
	B.9.1	Certificate of Organization of The Nutmeg Power Company dated July 19, 1954. (Exhibit B.11, 1983 NU Form U5S, File No. 30-246)
	B.9.2	Certificate of Amendment to the Certificate of Incorporation of The Nutmeg Power Company, dated December 26, 1996. (Exhibit B.11.2, 1996 NU Form U5S, File No. 1-5324)

E-2

	B.9.3	By-Laws of The Nutmeg Power Company as amended to January 1, 1997. (Exhibit B.11.3, 1996 NU Form U5S, File No. 1-5324)
B.10	The Connecticut Steam Company
	B.10.1	Certificate of Incorporation of The Connecticut Steam Company dated May 13, 1965, including Special Act No. 325, an Act Incorporating The Connecticut Steam Company (Special Acts 1963, Senate Bill No. 704, approved June 24, 1963). (Exhibit B.12, 1983 NU Form U5S, File No. 30-246)
	B.10.2	Certificate of Amendment to Certificate of Incorporation of The Connecticut Steam Company, dated December 26, 1996. (Exhibit B.12.2, 1996 NU Form U5S, File No. 1-5324)
	B.10.3	By-Laws of the Connecticut Steam Company, as amended to June 26, 1998. (Exhibit B.10.4, 2002 NU Form U5S, File No. 30-246)
B.11	Holyoke Water Power Company
	B.11.1	Articles of Organization of Holyoke Water Power Company, as amended. (Exhibit 1.8, 1977 NU Form U5S, File No. 30-246)
	B.11.2	By-Laws of Holyoke Water Power Company, as amended to February 11, 1998. (Exhibit B.14.2, 1997 NU Form U5S, File No. 1-5324)
B.12	Holyoke Power and Electric Company
	B.12.1	Articles of Organization of Holyoke Power and Electric Company dated December 5, 1925. (Exhibit B.15, 1983 NU Form U5S, File No. 30-246)
	B.12.2	Chapter 147 of the Massachusetts Acts of 1926 amending the Charter of Holyoke Power and Electric Company, as recorded with the Office of the Secretary of the Commonwealth on March 29, 1926. (Exhibit B.15.1, 1983 NU Form U5S, File No. 30-246)
	B.12.3	By-Laws of Holyoke Power and Electric Company, as amended to February 11, 1998. (Exhibit B.15.3, 1997 NU U5S, File No. 1-5324)
B.13	Northeast Utilities Service Company
	B.13.1	Certificate of Incorporation of Northeast Utilities Service Company, as amended to February 20, 1974. (Exhibit B.16, 1983 NU Form U5S, File No. 30-246)
	B.13.2	Certificate of Amendment to Certificate of Incorporation of Northeast Utilities Service Company, dated December 26, 1996. (Exhibit B.16.2, 1996 NU Form U5S, File No. 1-5324)
	B.13.3	Certificate of Amendment to Certificate of Incorporation of Northeast Utilities Service Company, dated April 27, 1998. (Exhibit B.16.3, 1997 NU Form U5S, File No. 1-5324)
	B.13.4	By-Laws of Northeast Utilities Service Company as amended to January 1, 1997. (Exhibit B.16.3, 1996 NU Form U5S, File No. 1-5324)
B.14	Northeast Nuclear Energy Company
	B.14.1	Certificate of Incorporation of Northeast Nuclear Energy Company as amended to April 24, 1974. (Exhibit B.17, 1983 NU Form U5S, File No. 30-246)
	B.14.2	Certificate of Amendment to Certificate of Incorporation of Northeast Nuclear Energy Company, dated December 26, 1996. (Exhibit B.17.2, 1996 NU Form U5S, File No. 1-5324)

E-3

	B.14.3	Certificate of Amendment to Certificate of Incorporation of Northeast Nuclear Energy Company, dated April 27, 1998. (Exhibit B.17.3, 1997 NU Form U5S, File No. 1-5324)
	B.14.4	By-Laws of Northeast Nuclear Energy Company, as amended to June 1, 2000. (Exhibit B.14.5, 2000 NU Form U5S, File No. 1-5324)
B.15	NU Enterprises, Inc.
	B.15.1	Certificate of Incorporation of NU Enterprises, Inc. dated December 28, 1998. (Exhibit B.15.1, 1999 NU Form U5S, File No. 1-5324)
	B.15.2	By-Laws of NU Enterprises, Inc., as amended to June 1, 2000. (Exhibit B.16.3, 2000 NU Form U5S, File No. 1-5324)
B.16	Select Energy Services, Inc.
	B.16.1	Articles of Organization of HEC Inc. dated June 19, 1990. (Exhibit B.19, 1990 NU Form U5S, File No. 30-246)
	B.16.2	Amendment to Articles of Organization of HEC Inc. dated May 25, 2001 (Exhibit B.16.2 2003 NU Form U5S, File No. 30-246)
*	B.16.3	By-Laws of Select Energy Services, Inc. as amended and restated on February 1, 2005
B.17	Select Energy Contracting, Inc. F/K/A HEC International Corporation
	B.17.1	Restated Articles of Organization of Select Energy Contracting, Inc. F/K/A HEC International Corporation dated April 20, 2000 (Exhibit B.17.1 2003 NU Form U5S, File No. 30-246)
*	B.17.2	By-Laws of Select Energy Contracting, Inc. F/K/A HEC International Corporation as amended and restated on February 1, 2005
B.18	HEC/Tobyhanna Energy Project, Inc.
	B.18.1	Articles of Organization of HEC/Tobyhanna Energy Project, Inc. dated September 28, 1999. (Exhibit B.19.1, 1999 NU Form U5S, File No. 1-5324)
	B.18.2	By-Laws of HEC/Tobyhanna Energy Project, Inc., dated September 28, 1999. (Exhibit B.19.2, 1999 NU Form U5S, File No. 1-5324)
B.19	Reeds Ferry Supply Co., Inc.
	B.19.1	Articles of Agreement of Reeds Ferry Supply Co., Inc., dated June 25, 1964. (Exhibit B.20.1, 1999 NU Form U5S, File No. 1-5324)
	B.19.2	By-Laws of Reeds Ferry Supply Co., Inc., as Amended and Restated August 4, 1999. (Exhibit B.20.2, 1999 NU Form U5S, File No. 1-5324)
B.20	North Atlantic Energy Service Corporation
	B.20.1	Articles of Incorporation; and Certificate of Amendment of North Atlantic Energy Service Corporation dated June 1, 1992. (Exhibit B.21, 1992 NU Form U5S, File No. 30-246)
	B.20.2	By-Laws of North Atlantic Energy Service Corporation, as amended to June 1, 2000. (Exhibit B.21.3, 2000 NU Form U5S, File No. 1-5324)

E-4

	Connecticut Yankee Atomic Power Company — B.21.1	Certificate of Incorporation of Connecticut Yankee Atomic Power Company and amendments dated to November 20, 1964. (Exhibit B.20.1, 1993 NU Form U5S, File No. 1-5324)
	B.21.2	Certificate of Amendment to Certificate of Incorporation of Connecticut Yankee Atomic Power Company, dated December 26, 1996. (Exhibit B.22.2, 1996 NU Form U5S, File No. 1-5324)
	B.21.3	Certificate of Amendment to Certificate of Incorporation of Connecticut Yankee Atomic Power Company, dated October 15, 1998. (Exhibit B.22.3, 1998 NU U5S, File No. 1-5324)
	B.21.4	By-Laws of Connecticut Yankee Atomic Power Company, as amended to March 31, 1999. (Exhibit B.22.4, 1998 NU U5S, File No. 1-5324)
B.22	Properties, Inc.
	B.22.1	Articles of Agreement of Properties, Inc. as amended to June 1, 1983. (Exhibit B.21.1, 1993 NU Form U5S, File No. 1-5324)
	B.22.2	By-Laws of Properties, Inc., amended and restated as of February 7, 1996. (Exhibit B.23.2, 1995 NU Form U5S, File No. 1-5324)
B.23	Charter Oak Energy, Inc.
	B.23.1	Certificate of Incorporation of Charter Oak Energy, Inc., dated September 28, 1988. (Exhibit B.16, 1989 NU Form U5S, File No. 30-246)
	B.23.2	Certificate of Amendment to Certificate of Incorporation of Charter Oak Energy, Inc., dated December 26, 1996. (Exhibit B.25.2, 1996 NU Form U5S, File No. 1-5324)
	B.23.3	Certificate of Amendment to Certificate of Incorporation of Charter Oak Energy Inc., dated April 27, 1998. (Exhibit B.25.3, 1997 NU Form U5S, File No. 1-5324)
*	B.23.4	By-Laws of Charter Oak Energy, Inc., as amended to February 16, 2005
B.24	New England Hydro-Transmission Corporation
	B.24.1	Articles of Incorporation,(Exhibit B.8a, 1986 New England Electric System U5S, File No. 30-33)
	B.24.2	Articles of Amendment of New England Hydro-Transmission Corporation dated January 18, 1989, (Exhibit B.10a, 1988 New England Electric System U5S, File No. 1-3346).
	B.24.3	By-Laws of New England Hydro-Transmission Corporation dated March 17, 1998. (Exhibit B. 16.b, 1998 New England Electric System U5S, File No. 1-3346)
B.25	New England Hydro-Transmission Electric Company
	B.25.1	Restated Articles of Organization of New England Hydro-Transmission Electric Company dated January 13, 1989. (Exhibit B.11a, 1988 New England Electric System U5S, File No. 30-33)
	B.25.2	By-Laws of New England Hydro-Transmission Electric Company dated March 17, 1998. (Exhibit B.17.b, 1998 New England Electric System U5S File No. 1-3346)
B.26	ERI/HEC EFA-Med, LLC
	B.26.1	Certificate of Formation of ERI/HEC EFA-Med, LLC, dated September 15, 2000. (Exhibit B.31.1, 2000 NU Form U5S, File No. 1-5324)

E-5

	B.26.2	Operating Agreement of ERI/HEC EFA-Med, LLC, dated September 22, 2000. (Exhibit B.31.2, 2000 NU Form U5S, File No. 1-5324)
B.27	Mode 1 Communications, Inc.
	B.27.1	Certificate of Incorporation of Mode 1 Communications, Inc. dated March 26, 1996. (Exhibit B.34.1, 1996 NU Form U5S, File No. 1-5324)
	B.27.2	Certificates of Amendment to Certificate of Incorporation of Mode 1 Communications, Inc., dated December 26, 1996 and February 4, 1997. (Exhibit B.34.2, 1996 NU Form U5S, File No. 1-5324)
	B.27.3	Certificate of Amendment to Certificate of Incorporation of Mode l Communications, Inc., dated April 27, 1998. (Exhibit B.34.3, 1997 NU Form U5S, File No. 1-5324)
	B.27.4	By-Laws of Mode 1 Communications, Inc., as amended to January 1, 1997. (Exhibit B.34.4, 1996 NU Form U5S, File No. 1-5324)
B.28	Select Energy, Inc.
	B.28.1	Certificate of Incorporation of Select Energy, Inc. dated September 26, 1996. (Exhibit B.40.1, 1996 NU Form U5S, File No. 1-5324)
	B.28.2	Certificates of Amendment to Certificate of Incorporation of Select Energy, Inc., dated December 26, 1996 and April 25, 1997 .(Exhibit B.40.2, 1996 NU Form U5S, File No. 1-5324)
	B.28.3	Certificate of Amendment to Certificate of Incorporation of Select Energy, Inc., dated April 27, 1998. (Exhibit B.40.3, 1997 NU Form U5S, File No. 1-5324)
	B.28.4	By-Laws of Select Energy, Inc., as amended to June 1, 2000. (Exhibit B.33.5, 2000 NU Form U5S, File No. 1-5324)
B.29	Northeast Generation Company
	B.29.1	Certificate of Incorporation of Northeast Generation Company, dated December 28, 1998. (Exhibit B.34.1, 1999 NU Form U5S, File No. 1-5324)
	B.29.2	By-Laws of Northeast Generation Company, as amended to June 1, 2000. (Exhibit B.34.3, 2000 NU Form U5S, File No. 1-5324)
B.30	Northeast Generation Services Company
	B.30.1	Certificate of Incorporation of Northeast Generation Services Company, dated December 28, 1998. (Exhibit B.35.1, 1999 NU Form U5S, File No. 1-5324)
	B.30.2	By-Laws of Northeast Generation Services Company, as amended to June 1, 2000. (Exhibit B.35.3, 2000 NU Form U5S, File No. 1-5324)
B.31	CL&P Receivables Corporation
	B.31.1	Certificate of Incorporation of CL&P Receivables Corporation, dated September 5, 1997. (Exhibit B.41.1, 1997 NU Form U5S, File No. 1-5324)
	B.31.2	Bylaws of CL&P Receivables Corporation, dated September 12, 1997. (Exhibit B.41.2, 1997 NU Form U5S, File No. 1-5324)

E-6

B.32	Yankee Energy System, Inc.
	B.32.1	Certificate of Incorporation of Yankee Energy System, Inc., F/K/A NU Acquisition Corp., dated February 15, 2000. (Exhibit B.38.1, 2000 NU Form U5S, File No. 1-5324)
	B.32.2	Certificate of Merger of Yankee Energy System, Inc. with and into NU Acquisition Corp., dated as of March 1, 2000 (Exhibit B.38.2, 2000 NU Form U5S, File No. 1-5324)
	B.32.3	By-Laws of Yankee Energy System, Inc., as amended to March 1,2000. (Exhibit B.38.3, 2000 NU Form U5S, File No. 1-5324)
B.33	NorConn Properties, Inc.
	B.33.1	Certificate of Incorporation of NorConn Properties, Inc., dated May 10, 1988. (Exhibit B.39.1, 2000 NU Form U5S, File No. 1-5324)
	B.33.2	By-Laws of NorConn Properties, Inc., as in effect on March, 1, 2000. (Exhibit B.39.2, 2000 NU Form U5S, File No. 1-5324)
B.34	R. M. Services, Inc.
	B.34.1	Certificate of Incorporation of R. M. Services, Inc. dated November 17, 1994. (Exhibit B.40.1, 2000 NU Form U5S, File No. 1-5324)
	B.34.2	Certificate of Amendment of Certificate of Incorporation of R. M. Services, Inc., dated June 28, 2001. (Exhibit B.40.2, 2001 NU Form U5S, File No. 30-246).
	B.34.3	By-Laws of R. M. Services, Inc., as in effect on March 1, 2000. (Exhibit B.40.2, 2000 NU Form U5S, File No. 1-5324)
B.35	Yankee Energy Financial Services Company
	B.35.1	Certificate of Incorporation of Yankee Energy Financial Services Company, dated September 1, 1992. (Exhibit B.41.1, 2000 NU Form U5S, File No. 1-5324)
	B.35.2	By-Laws of Yankee Energy Financial Services Company, as in effect on March 1, 2000. (Exhibit B.41.2, 2000 NU Form U5S, File No. 1-5324)
B.36	Yankee Energy Services Company
	B.36.1	Certificate of Incorporation of Yankee Energy Services Company, dated June 30, 1993. (Exhibit B.42.1, 2000 NU Form U5S, File No. 1-5324)
	B.36.2	Certificate of Amendment to Certificate of Incorporation of Yankee Energy Services Company, dated January 20, 1995. (Exhibit B.42.2, 2000 NU Form U5S, File No. 1-5324)
	B.36.3	By-Laws of Yankee Energy Services Company, as in effect on March 1, 2000. (Exhibit B.42.3, 2000 NU Form U5S, File No. 1-5324)
B.37	Yankee Gas Services Company
	B.37.1	Certificate of Incorporation of Yankee Gas Services Company, F/K/A Mohawk Gas Company, (Special Act No. 218, January 1955 session, approved May 26, 1955). (Exhibit B.43.1, 2000 NU Form U5S, File No. 1-5324)
	B.37.2	Certificate of Amendment to the Certificate of Incorporation of Yankee Gas Services Company, dated May 26, 1989. (Exhibit B.43.2, 2000 NU Form U5S, File No. 1-5324)

E-7

	B.37.3	Certificate of Amendment to the Certificate of Incorporation of Yankee Gas Services Company, dated June 27, 1989. (Exhibit B.43.3, 2000 NU Form U5S, File No. 1-5324)
	B.37.4	By-Laws of Yankee Gas Services Company, as in effect on March 1, 2000. (Exhibit B.43.4, 2000 NU Form U5S, File No. 1-5324)
B.38	Housatonic Corporation
	B.38.1	Certificate of Incorporation of Housatonic Corporation, dated October 16, 1987. (Exhibit B.44.1, 2000 NU Form U5S, File No. 1-5324)
	B.38.2	Certificate of Amendment to the Certificate of Incorporation of Housatonic Corporation, dated January 10, 1989. (Exhibit B.44.2, 2000 NU Form U5S, File No. 1-5324)
	B.38.3	By-Laws of Housatonic Corporation, as in effect on March 1, 2000. (Exhibit B.44.3, 2000 NU Form U5S, File No. 1-5324)
B.39	E. S. Boulos Company
	B.39.1	Certificate of Incorporation of E. S. Boulos Company, F/K/A NGS Acquisition Sub, Inc., dated January 10, 2001. (Exhibit B.46.1, 2001 NU Form U5S, File No. 30-246)
	B.39.2	Certificate of Amendment of Incorporation of E. S. Boulos Company dated January 22, 2001. (Exhibit B.46.2, 2001 NU Form U5S, File No. 30-246)
	B.39.3	By-Laws of E. S. Boulos Company, as amended to January 22, 2001. (Exhibit B.46.3, 2001 NU Form U5S, File No. 30-246)
B.40	NGS Mechanical, Inc.
	B.40.1	Certificate of Incorporation of NGS Mechanical, Inc., dated January 24, 2001. (Exhibit B.47.1, 2001 NU Form U5S, File No. 30-246)
	B.40.2	By-Laws of NGS Mechanical, Inc. dated as of January 25, 2001. (Exhibit B.47.2, 2001 NU Form U5S, File No. 30-246)
B.41	Select Energy New York, Inc.
	B.41.1	Certificate of Incorporation of Select Energy New York, Inc., F/K/A Plum Street Energy Marketing, Inc. and Niagara Mohawk Energy Marketing, Inc., dated February 13, 1996. (Exhibit B.48.1, 2001 NU Form U5S, File No. 30-246)
	B.41.2	Certificate of Amendment of Incorporation of Select Energy New York, Inc., dated August 21, 1998. (Exhibit B.48.2, 2001 NU Form U5S, File No. 30-246)
	B.41.3	Certificate of Amendment of Incorporation of Select Energy New York, Inc., dated November 21, 2001. (Exhibit B.48.3, 2001 NU Form U5S, File No. 30-246)
	B.41.4	By-Laws of Select Energy New York, Inc., as in effect on November 30, 2001. (Exhibit B.48.4, 2001 NU Form U5S, File No. 30-246)
B.42	CL&P Funding LLC
	B.42.1	Certificate of Formation of CL&P Funding LLC dated January 3, 2001. (Exhibit 3.1, CL&P Funding LLC Form S-3, dated January 18, 2001, File No. 333-53866)

E-8

	B.42.2	Limited Liability Company Agreement of CL&P Funding LLC made and effective as of January 3, 2001 and amended and restated as of March 30, 2001. (Exhibit 3.2, CL&P Funding LLC Form S-3, Amendment No. 2, dated March 26, 2001, File No. 333-53866)
B.43	PSNH Funding LLC
	B.43.1	Certificate of Formation of PSNH Funding LLC dated January 24, 2001. (Exhibit 3.1, PSNH Funding LLC Form S-3 (Amendment No. 2), dated April 18, 2001, File No. 333-55830)
	B.43.2	Limited Liability Company Agreement of PSNH Funding LLC made and effective as of January 24, 2001 and as amended and restated as of April 25, 2001. (Exhibit 3.2, PSNH Funding LLC Form 8-K, dated April 25, 2001, File No. 333-55830)
B.44	PSNH Funding LLC 2
	B.44.1	Certificate of Formation of PSNH Funding LLC 2 dated December 10, 2001. (Exhibit 3.1, PSNH Funding LLC 2 Form S-3, dated December 28, 2001, File No. 333-76040)
	B.44.2	Limited Liability Company Agreement of PSNH Funding LLC 2 dated as of December 10, 2001. (Exhibit 3.2, PSNH Funding LLC 2 Form S-3 (Amendment No. 2), dated January 14, 2002, File No. 333-76040)
B.45	WMECO Funding LLC
	B.45.1	Certificate of Formation of WMECO Funding LLC dated March 28, 2001. (Exhibit 3.1, WMECO Funding LLC Form S-3, dated April 18, 2001, File No. 333-59118)
	B.45.2	Limited Liability Company Agreement of WMECO Funding LLC made and effective as of March 28, 2001 and as amended and restated as of May 17, 2001. (Exhibit 3.2, WMECO Funding LLC Form S-3, Amendment No. 2, dated May 7, 2001, File No. 333-59118)
B.46	Woods Electrical Co., Inc.
	B.46.1	Certificate of Incorporation of Woods Electrical Co., Inc., F/K/A NGS Acquisition, Inc., dated July 18, 2002. (Exhibit B.47.1, 2002 NU Form U5S, File No. 30-246)
	B.46.2	Certificate of Amendment of Incorporation of Woods Electrical Co., Inc., dated August 1, 2002. (Exhibit B.47.2, 2002 NU Form U5S, File No. 30-246)
	B.46.3	By-Laws of Woods Electrical Co., Inc., as amended to August 9, 2002. (Exhibit B.47.3, 2002 NU Form U5S, File No. 30-246)
B.47	Woods Network Services, Inc.
	B.47.1	Certificate of Incorporation of Woods Network Services, Inc., F/K/A NGS Telecommunications, Inc. dated July 18, 2002. (Exhibit B.48.1, 2002 NU Form U5S, File No. 30-246)
	B.47.2	Certificate of Amendment of Incorporation of Woods Network Services, Inc., dated August 1, 2002. (Exhibit B.48.2, 2002 NU Form U5S, File No. 30-246)
	B.47.3	By-Laws of Woods Network Services, Inc., as amended to August 9, 2002. (Exhibit B.48.3, 2002 NU Form U5S, File No. 30-246)
B.48	Greenport Power, LLC
	B.48.1	Articles of Organization of Greenport Power, LLC, dated December 17, 2002 (Exhibit B.49.1 2003 NU Form U5S, File No. 30-246)

E-9

	B.49	B.48.2 — HEC/CJTS Energy Center LLC	Operating Agreement of Greenport Power, LLC dated February 10, 2003 (Exhibit B.49.2 2003 NU Form U5S, File No. 30-246)
		B.49.1	Certificate of Formation of HEC/CJTS Energy Center LLC dated March 2, 2001 (Exhibit B.50.1 2003 NU Form U5S, File No. 30-246
		B.49.2	Limited Liability Company Agreement of HEC/CJTS Energy Center LLC, effective as of March 2, 2001 (Exhibit B.50.2 2003 NU Form U5S, File No. 30-246)
	B.50	Maine Yankee Atomic Power Company
		B.50.1	Certificate of Organization of Maine Yankee Atomic Power Company, as amended through September 18, 1992. (Exhibit 15a to National Grid Transco PLC U5S filed July 29, 2003, File No. 030-00354)
		B.50.2	By-Laws of Maine Yankee Atomic Power Company, as amended through November 25, 1996. (Exhibit 15b to National Grid Transco PLC U5S filed July 29, 2003, File No. 030-00354)
	B.51	Yankee Atomic Electric Company
		B.51.1	Articles of Organization of Yankee Atomic Electric Company, as amended through May 30, 2001. (Exhibit 17a to National Grid Transco PLC U5S filed July 29, 2003, File No. 030-00354)
		B.51.2	By-Laws of Yankee Atomic Electric Company as, amended through December 9, 1988. (Exhibit 17b to National Grid Transco PLC U5S filed July 29, 2003, File No. 030-00354)
C.(a)	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
	C.1	Northeast Utilities
		C.1.1	Indenture dated as of December 1, 1991, between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of Debt Securities. (Exhibit 4.1.1, 1991 NU Form 10-K, File No. 1-5324)
		C.1.2	First Supplemental Indenture, dated as of December 1, 1991, between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of Series A Notes. (Exhibit 4.1.2, 1991 NU Form 10 K, File No. 1-5324)
		C.1.3	Second Supplemental Indenture, dated as of March 1, 1992, between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of 8.38% Amortizing Notes. (Exhibit 4.1.3, 1992 NU Form 10 K, File No. 1-5324)
		C.1.4	Indenture between NU and The Bank of New York, as Trustee, dated as of April 1, 2002 (Exhibit A-3 to 35 CERT filed April 9, 2002, File No. 70-9755)
		C.1.5	First Supplemental Indenture between NU and The Bank of New York, as Trustee, dated as of April 1, 2002 relating to the $263M of Senior Notes, Series A, due 2012. (Exhibit A-4 to 35 CERT filed April 9, 2002, File No. 70-9535)
		C.1.6	Second Supplemental Indenture dated as of June 1, 2003, between NU and the Bank of New York as Trustee, relating to $150M of Senior Notes, Series B, due 2008. (Exhibit A-1.3 to NU 35-CERT filed June 6, 2003, File No. 70-10051)
		C.1.7	Credit Agreement among Northeast Utilities, the Banks Named Therein, Union Bank of California, N.A. as Administrative Agent and JPMorgan Chase Bank, dated as of November 8, 2004. (Exhibit B-8 to NU 35-CERT filed November 17, 2004, File No. 70-9755)

E-10

	C.1.8	Rights Agreement dated as of February 23, 1999, between Northeast Utilities and Northeast Utilities Service Company, as Rights Agent. (Exhibit 1 to NU's Registration Statement on Form 8-A, filed on April 12, 1999, File No. 001-05324). — C.1.8.1	Amendment to Rights Agreement. (Exhibit 3 to NU Form 8-K dated October 13, 1999, File No. 1-5324).
		C.1.8.2	Second Amendment to Rights Agreement. (Exhibit B-3 to NU 35-CERT, dated February 1, 2002, File No. 070-09463).
C.2	The Connecticut Light and Power Company
	C.2.1	Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, Trustee, dated as of May 1, 1921. (Composite including all twenty-four amendments to May 1, 1967.) (Exhibit 4.1.1, 1989 NU Form 10-K, File No. 1-5324)
		C.2.1.1	Supplemental Indenture to the Composite May 1, 1921 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, dated as of June 1, 1994. (Exhibit 4.2.15, 1994 NU Form 10-K, File No. 1-5324)
		C.2.1.2	Supplemental Indentures to the Composite May 1, 1921 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, dated as of October 1, 1994. (Exhibit 4.2.16, 1994 NU Form 10-K, File No. 1-5324)
		C.2.1.3	Series A Supplemental Indenture between CL&P and Deutsche Bank Trust Company Americas, as Trustee, dated as of September 1, 2004 (Exhibit 99.2 to CL&P Form 8-K filed September 22, 2004).
		C.2.1.4	Series B Supplemental Indenture between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of September 1, 2004 (Exhibit 99.5 to CL&P Form 8-K filed September 22, 2004).
	C.2.2	Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1986 Series) dated as of December 1, 1986. (Exhibit C.1.47, 1986 NU Form U5S, File No. 30-246)
	C.2.3	Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1988 Series) dated as of October 1, 1988. (Exhibit C.1.55, 1988 NU Form U5S, File No. 30-246)
	C.2.4	Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1992 Series A) dated as of December 1, 1992. (Exhibit C.2.33, 1992 NU Form U5S, File No. 30-246)
	C.2.5	Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.21, 1993 NU Form 10-K, File No. 1-5324)
	C.2.6	Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Bonds - Series B, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.22, 1993 NU Form 10-K, File No. 1-5324)
	C.2.7	Amended and Restated Loan Agreement between Connecticut Development Authority and CL&P Pollution Control Revenue Bond - 1996A Series) dated as of May 1, 1996 and Amended and Restated as of January 1, 1997. (Exhibit 4.2.24, 1996 NU Form 10-K, File No. 1-5324)
	C.2.8	Amended and Restated Indenture of Trust between Connecticut Development Authority and the Trustee (CL&P Pollution Control Revenue Bond-1996A Series), dated as of May 1, 1996, and Amended and Restated as of January 1, 1997. (Exhibit 4.2.24.1, 1996 NU Form 10-K, File No. 1-5324)

E-11

	C.2.9	Standby Bond Purchase Agreement among CL&P, Bank of New York as Purchasing Agent and the Banks named therein, dated October 24, 2000. (Exhibit 4.2.24.2, 2000 NU Form 10-K, File No. 1-5324) — C.2.9.1	Amendment No. 2 to the Standby Bond Purchase Agreement dated as of September 9, 2002, among CL&P, The Bank of New York, and the Participating Banks referred to therein. (Exhibit 4.2.7.4, 2002 NU Form 10-Q for the Quarter Ended September 30, 2002, File No. 1-5324)
	C.2.10	AMBAC Municipal Bond Insurance Policy issued by the Connecticut Development Authority (CL&P Pollution Control Revenue Bond-1996A Series), effective January 23,1997. (Exhibit 4.2.24.3, 1996 NU Form10-K, File No. 1-5324)
	C.2.11	Compensation and Multiannual Mode Agreement among the Connecticut Development Authority and BNY Capital Markets, Inc. dated September 23, 2003 (Exhibit 4.2.7.5, 2003 NU Form 10-Q for the Quarter Ended September 30, 2003, File No. 1-5324)
	C.2.12	Form of Composite Indenture of Mortgage, as proposed to be amended and restated (included as Schedule C to the Series A Supplemental Indenture) dated as of May 1, 1921, as amended and supplemented (Exhibit 99.4 to CL&P Form 8-K filed September 22, 2004).
	C.2.13	Amended and Restated Receivables Purchase and Sale Agreement dated as of March 30, 2001 (CL&P and CL&P Receivables Corporation (CRC)) (Exhibit 10.1, 2001 NU 10-Q for the Quarter Ended September 30, 2001 (File No. 1-5324))
		C.2.13.1	Amendment No. 2 to the Amended and Restated Receivables Purchase and Sale Agreement, dated as of July 10, 2002 (CL&P and CL&P Receivables Corporation (CRC)). (Exhibit 4.2.8.1, 2002 NU Form 10-K, File No. 1-5324)
		C.2.13.2	Amendment No. 3 to the Amended and Restated Receivables Purchase and Sale Agreement, dated as of July 9, 2003 (Exhibit 4.2.8.2, 2003 NU Form 10-Q for the Quarter Ended September 30, 2003, File No. 1-5324)
	C.2.14	Purchase and Contribution Agreement (CL&P and CRC), dated as of September 30, 1997 (Exhibit 10.49.1, 1997 NU Form 10-K, File No. 1-5324)
		C.2.14.1	Amendment No. 2 to the Purchase and Contribution Agreement between CL&P and CRC dated as of March 30, 2001. (Exhibit 4.2.9.1, 2002 NU Form 10-K, File No. 1-5324)
	C.2.15	Credit Agreement among WMECO, CL&P, PSNH, Yankee Gas, the Banks Named Therein and Citicorp USA, Inc. as Administrative Agent, dated as of November 8, 2004. (Exhibit B-8 to NU 35-CERT filed November 17, 2004, File No. 70-9755).
C.3	Public Service Company of New Hampshire
	C.3.1	First Mortgage Indenture dated as of August 15, 1978, between PSNH and First Fidelity Bank, National Association, New Jersey, Trustee. (Composite including all amendments to May 16, 1991) (Exhibit 4.4.1, 1992 NU Form 10-K, File No. 1-5324)
		C.3.1.1	Tenth Supplemental Indenture dated as of May 1, 1991 between PSNH and First Fidelity Bank, National Association. (Exhibit 4.1, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392)
		C.3.1.2	Twelfth Supplemental Indenture dated as of December 1, 2001 between PSNH and First Union National Bank (Exhibit 4.3.1.2, 2001 NU Form 10-K, File No. 1-5324)
		C.3.1.3	Thirteenth Supplemental Indenture, dated as of July 1, 2004, between PSNH and Wachovia Bank, National Association, successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as Trustee (Exhibit 99.2 to PSNH Form 8-K filed October 5, 2004).

E-12

	C.3.2 — C.3.3	Series D (Taxable New Issue) Amended and Restated PCRB Loan and Trust Agreement dated as of April 1, 1999. (Exhibit 4.3.6, 1999 NU Form 10-K, File No. 1-5324) — Series E (Taxable New Issue) Amended and Restated PCRB Loan and Trust Agreement dated as of April 1, 1999. (Exhibit 4.3.7, 1999 NU Form 10-K, File No. 1-5324)
	C.3.4	Series A Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and PSNH and State Street Bank and Trust Company, as Trustee (Tax Exempt Pollution Control Bonds) dated as of October 1, 2001. (Exhibit 4.3.4, 2001 NU Form 10-K, File No. 1-5324)
	C.3.5	Series B Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and PSNH and State Street Bank and Trust Company, as Trustee (Tax Exempt Pollution Control Bonds) dated as of October 1, 2001. (Exhibit 4.3.5, 2001 NU Form 10-K, File No. 1-5324)
	C.3.6	Series C Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and PSNH and State Street Bank and Trust Company, as Trustee (Tax Exempt Pollution Control Bonds) dated as of October 1, 2001. (Exhibit 4.3.6, 2001 NU Form 10-K, File No. 1-5324)
	C.3.7	Credit Agreement among WMECO, CL&P, PSNH, Yankee Gas, the Banks Named Therein and Citicorp USA, Inc. as Administrative Agent, dated as of November 8, 2004. (Exhibit B-8 to NU 35-CERT filed November 17, 2004, File No. 70-9755).
C.4	Western Massachusetts Electric Company
	C.4.1	Loan Agreement between Connecticut Development Authority and WMECO (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.4.13, 1993 NU Form 10-K, File No. 1-5324)
	C.4.2	Indenture Agreement between WMECO and the Bank of New York, as Trustee, dated as of September 1, 2003 (Exhibit 99.2, WMECO Form 8-K filed October 8, 2003, File No. 0-7624)
		C.4.2.1	First Supplemental Indenture Agreement between WMECO and the Bank of New York, as Trustee, dated as of September 1, 2003 (Exhibit 99.3, WMECO Form 8-K filed October 8, 2003, File No. 0-7624)
		C.4.2.2	Second Supplemental Indenture dated as of September 1, 2004, between WMECO and Morgan Stanley & Co. (Exhibit 4.1 to WMECO Form 8-K filed September 27, 2004).
	C.4.3	Credit Agreement among WMECO, CL&P, PSNH, Yankee Gas, the Banks Named Therein and Citicorp USA, Inc. as Administrative Agent, dated as of November 8, 2004. (Exhibit B-8 to NU 35-CERT filed November 17, 2004, File No. 70-9755).
C.5	Northeast Generation Company
	C.5.1	Indenture Mortgage, dated as of October 18, 2001 between NGC and The Bank of New York, as trustee (Exhibit 4.1 to NGC Registration Statement on Form S-4 dated December 6, 2001, File No. 333-74636)
		C.5.1.1	First Supplemental Indenture Mortgage, dated as of October 18, 2001 between NGC and The Bank of New York, as trustee (Exhibit 4.2 to NGC Registration Statement S-4 dated December 6, 2001, File No. 333-74636)
C.6	The Rocky River Realty Company
	C.6.1	Note Agreement dated April 14, 1992, by and between The Rocky River Realty Company (RRR) and Purchasers named therein (Connecticut General Life Insurance Company, Life Insurance Company of North America, INA Life Insurance Company of New York, Life Insurance Company of Georgia), with respect to RRR's sale of $15 million of guaranteed senior secured notes due 2007 and $28 million of guaranteed senior secured notes due 2017. (Exhibit 10.52, 1992 NU Form 10-K, File No. 1-5324)

E-13

	C.6.2	C.6.1.1 — Note Guaranty dated April 14, 1992 by Northeast Utilities pursuant to Note Agreement dated April 14, 1992, between RRR and Note Purchasers, for the benefit of The Connecticut National Bank as Trustee, the Purchasers and the owners of the notes. (Exhibit 10.52.1, 1992 NU Form 10-K, File No. 1-5324)	Amendment to Note Agreement, dated September 26, 1997. (Exhibit 10.3.1, 1997 NU Form 10-K, File No.1-5324)
		C.6.2.1	Extension of Note Guaranty, dated September 26, 1997. (Exhibit 10.31.2.1, 1997 NU Form 10-K, File No. 1-5324)
	C.6.3	Assignment of Leases, Rents and Profits, Security Agreement and Negative Pledge, dated as of April 14, 1992, among RRR, NUSCO and The Connecticut National Bank as Trustee, securing notes sold by RRR pursuant to April 14, 1992, Note Agreement. (Exhibit 10.52.2, 1992 NU Form 10-K, File No. 1-5324)
		C.6.3.1	Modification of and Confirmation of Assignment of Leases, Rents and Profits, Security Agreement and Negative Pledge, dated as of September 26, 1997. (Exhibit 10.31.3.1, 1997 NU Form 10-K, File No. 1-5324)
	C.6.4	Purchase and Sale Agreement, dated July 28, 1997, by and between RRR and the Sellers and Purchasers named therein. (Exhibit 10.31.4, 1997 NU Form 10-K, File No. 1-5324)
	C.6.5	Purchase and Sale Agreement, dated September 26, 1997, by and between RRR and the Purchaser named therein. (Exhibit 10.31.5, 1997 NU Form 10-K, File No. 1-5324)
C.7	CL&P Receivables Corporation
	C.7.1	Amended and Restated Receivables Purchase and Sale Agreement dated as of March 30, 2001 (CL&P and CL&P Receivables Corporation (CRC)) (Exhibit 10.1, NU 10-Q for the Quarter Ended September 30, 2001 (File No. 1-5324)
		C.7.1.1	Amendment No. 2 to the Amended and Restated Receivables Purchase and Sale Agreement, dated as of July 10, 2002 (CL&P and CL&P Receivables Corporation (CRC)). (Exhibit 4.2.8.1, 2002 NU Form 10-K, File No. 1-5324)
		C.7.1.2	Amendment No. 3 to the Amended and Restated Receivables Purchase and Sale Agreement, dated as of July 9, 2003 (Exhibit 4.2.8.2, NU Form 10-Q for the Quarter Ended September 30, 2003, File No. 1-5324)
	C.7.2	Purchase and Contribution Agreement (CL&P and CL&P Receivables Corporation), dated as of September 30, 1997 (Exhibit 10.49.1, 1997 NU Form 10-K, File No. 1-5324)
		C.7.2.1	Amendment No. 2 to the Purchase and Contribution Agreement between CL&P and CRC dated as of March 30, 2001. (Exhibit 4.2.9.1, 2002 NU Form 10-K, File No. 1-5324)
C.8	HEC/Tobyhanna Energy Project, Inc.
	C.8.1	Trust Indenture & Security Agreement Relating to an Energy Savings Performance Contract Project dated as of September 30, 1999 (Exhibit C.11.1, 2000 NU Form U5S, File No. 1-5324)
C.9	Yankee Gas Services Company
	C.9.1	Indenture of Mortgage and Deed of Trust dated as of July 1, 1989 between Yankee Gas Services Company and The Connecticut National Bank (Mortgage) (Exhibit No. 4.2, Yankee Energy System, Inc. Amendment Number 1 to Form S-1, filed June 6, 1989, File No. 0-17605)
		C.9.1.1	First Supplemental Indenture, dated as of April 1, 1992, (Exhibit No. 4.11, Yankee Energy Form S-3 filed October 2, 1992, Reg. No. 33-52750)

E-14

			C.9.1.2 — C.9.1.3	Second Supplemental Indenture, dated as of December 1, 1992, (Exhibit No. 10.2, 1992 Yankee Energy System, Inc.(Yankee Energy) Form 10-K, File No. 0-17605) — Third Supplemental Indenture, dated as of June 1, 1995, Exhibit No. 4.14, 1995 Yankee Energy Form 10-K, File No. 0-10721)
			C.9.1.4	Fourth Supplemental Indenture, dated as of April 1, 1997, (Exhibit No. 15, 1997 Yankee Energy Form 10-K, File No. 0-10721)
			C.9.1.5	Fifth Supplemental Indenture, dated as of January 1, 1999, to Mortgage (Exhibit C.13.6, 2000 NU Form U5S, File No. 1-5324)
			C.9.1.6	Sixth Supplemental Indenture and Deed of Trust dated January 1, 2004 between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly The Connecticut National Bank) (Exhibit 10.5.6 2004 NU Form 10-K, File No. 1-5324)
			C.9.1.7	Seventh Supplemental Indenture and Deed of Trust dated November 1, 2004 between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly The Connecticut National Bank) (Exhibit 10.5.7 2004 NU Form 10-K, File No. 1-5324)
		C.9.2	Bond Purchase Agreement dated as of July 1, 1989, relating to $119 million aggregate principal amount of First Mortgage Bonds, Series A (Exhibit 4.3, Yankee Gas Form 10 dated April 14, 1989, File No. 0-17605)
			C.9.2.1	First Amendment, dated as of April 10, 1990, to Bond Purchase Agreement (Exhibit C.13.7.1, 2000 NU Form U5S, File No. 1-5324)
		C.9.3	Bond Purchase Agreement, dated as of April 1, 1992, relating to $20 million aggregate principal amount of First Mortgage Bonds, Series B (Exhibit No. 4.12, Yankee Energy Form S-3 filed October 2, 1992, Reg. No. 33-52750)
		C.9.4	Bond Purchase Agreement, dated as of December 1, 1992, relating to $20 million aggregate principal amount of First Mortgage Bonds, Series C (Exhibit No. 10.4, 1992 Yankee Energy Form 10-K, File No. 0-17605)
		C.9.5	Bond Purchase Agreement, dated as of April 1, 1997, relating to $30 million aggregate principal amount of First Mortgage Bonds, Series E (Exhibit No. 4.16, 1997 Yankee Energy Form 10-K, File No. 0-10721)
		C.9.6	Bond Purchase Agreement, dated as of January 1, 1999, relating to $50 million aggregate principal amount of First Mortgage Bonds (Exhibit No. C.13.11, NU Form U5S, File No. 1-5324)
		C.9.7	Credit Agreement among WMECO, CL&P, PSNH, Yankee Gas, the Banks Named Therein and Citicorp USA, Inc. as Administrative Agent, dated as of November 8, 2004. (Exhibit B-8 to NU 35-CERT filed November 17, 2004, File No. 70-9755).
	C.10	NorConn Properties, Inc.
		C.10.1	Term Loan Agreement between NorConn Properties, Inc. and Fleet National Bank of Connecticut dated as of February 1, 1996. (Exhibit C.13.1, 2001 NU Form U5S, File No. 30-246)
C.(b)	AGREEMENTS RELATING TO ACQUISITION OF SECURITIES AND UTILITY ASSETS
D.	Tax Allocation Agreement
	D.1	Amended and Restated Tax Allocation Agreement, dated as of January 1, 1990. (Exhibit D, 1994 NU Form U5S, File No. 30-246)
	D.2	First Amendment, dated as of October 26, 1998, to the Amended and Restated Tax Allocation Agreement dated as of January 1, 1990. (Exhibit D, Amendment No. 2 to 1997 NU Form U5S, File No. 30-246)

E-15

	D.3	Second Amendment, dated as of March 1, 2000, to the Amended and Restated Tax Allocation Agreement dated as of January 1, 1990 (Exhibit D.3, 2000 NU Form U5S, File No. 30-246)
G.	Organizational Chart - EWG
	Northeast Utilities (Parent Company)
		NU Enterprises, Inc. (100% owned by NU)
		Northeast Generation Company (EWG, 100% owned by NU Enterprises, Inc.)
H.	EWG Financial Statements

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E-17

| ITEM 10.
EXHIBIT H | |
| --- | --- |
| NORTHEAST
GENERATION COMPANY | |
| BALANCE SHEET | |
| At December
31, | 2004 |
| | (Thousands |
| | of Dollars) |
| ASSETS | |
| Current Assets: | |
| Cash
and cash equivalents | $ 13,634 |
| Accounts
receivable from affiliated companies | 14,060 |
| Notes
receivable from affiliated companies | 10,000 |
| Taxes
receivable | 1,977 |
| Materials
and supplies, at average cost | 2,359 |
| Prepayments
and other | 1,761 |
| | 43,791 |
| Property,
Plant and Equipment: | |
| Competitive
energy | 839,927 |
| Less:
Accumulated depreciation | 37,077 |
| | 802,850 |
| Construction
work in progress | 3,563 |
| | 806,413 |
| Deferred Debits
and Other Assets: | |
| Debt
service special deposits | 31,819 |
| Other | 6,751 |
| | 38,570 |
| Total Assets | $ 888,774 |

E-18

| ITEM 10.
EXHIBIT H | | |
| --- | --- | --- |
| NORTHEAST
GENERATION COMPANY | | |
| BALANCE SHEET | | |
| At December
31, | 2004 | |
| | (Thousands | |
| | of Dollars) | |
| LIABILITIES
AND CAPITALIZATION | | |
| Current Liabilities: | | |
| Long-term
debt - current portion | $ 37,500 | |
| Accounts
payable | 2,662 | |
| Accounts
payable to affiliated companies | 2,160 | |
| Accrued
taxes | 648 | |
| Accrued
interest | 6,341 | |
| Other | 3,752 | |
| | 53,063 | |
| Deferred Credits
and Other Liabilities: | | |
| Acumulated
deferred income taxes | 62,983 | |
| Capitalization: | | |
| Long-Term
Debt | 320,000 | |
| Common Stockholders Equity: | | |
| Common
stock, $1 par value - authorized 20,000
shares; 6 shares outstanding in
2004 and 2003 | | |
| Capital
surplus, paid in | 408,094 | |
| Retained
earnings | 45,782 | |
| Accumulated
other comprehensive loss | (1,148 | ) |
| Common Stockholders Equity | 452,728 | |
| Total Capitalization | 772,728 | |
| Commitments
and Contingencies | | |
| Total Liabilities
and Capitalization | $ 888,774 | |

E-19

| ITEM 10.
EXHIBIT H | |
| --- | --- |
| NORTHEAST
GENERATION COMPANY | |
| STATEMENT
OF INCOME | |
| For the Year
Ended December 31, | 2004 |
| | (Thousands |
| | of Dollars) |
| Operating
Revenues | $ 153,891 |
| Operating
Expenses: | |
| Operation
- | |
| Operation,
maintenance and fuel | 31,864 |
| Depreciation
and amortization | 10,286 |
| Taxes
other than income taxes | 9,487 |
| Total
operating expenses | 51,637 |
| Operating
Income | 102,254 |
| Interest Expense: | |
| Interest
on long-term debt | 32,623 |
| Other
interest | 38 |
| Interest
expense, net | 32,661 |
| Other Income,
Net | 1,074 |
| Income Before
Income Tax Expense | 70,667 |
| Income Tax
Expense | 28,651 |
| Net Income | $ 42,016 |

E-20

| ITEM 10.
EXHIBIT H | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| NORTHEAST
GENERATION COMPANY | | | | | | | | |
| STATEMENT
OF COMMON STOCKHOLDERS EQUITY | | | | | | | | |
| | | | | | Accumulated | | | |
| | Common Stock | | Capital | | Other | | | |
| | | | Surplus, | Retained | Comprehensive | | | |
| | Shares | Amount | Paid In | Earnings | (Loss)/Income | | Total | |
| | | (Thousands of Dollars, except share information) | | | | | | |
| Balance at
January 1, 2004 | 6 | $ | $ 408,095 | $ 31,766 | $ (1,412 | ) | $ 438,449 | |
| Net
income for 2004 | | | | 42,016 | | | 42,016 | |
| Cash
dividends on common stock | | | | (28,000 | ) | | (28,000 | ) |
| Allocation
of benefits - ESOP | | | (1 | ) | | | (1 | ) |
| Other
comprehensive income | | | | | 264 | | 264 | |
| Balance at
December 31, 2004 | 6 | $ | $ 408,094 | $ 45,782 | $ (1,148 | ) | $ 452,728 | |

E-21

| ITEM 10.
EXHIBIT H | | |
| --- | --- | --- |
| NORTHEAST
GENERATION COMPANY | | |
| STATEMENT
OF CASH FLOWS | | |
| For the Year
Ended December 31, | 2004 | |
| | (Thousands | |
| | of Dollars) | |
| Operating
Activities: | | |
| Net income | $ 42,016 | |
| Adjustments
to reconcile to net cash flows | | |
| provided by operating activities: | | |
| Depreciation
and amortization | 10,286 | |
| Deferred
income taxes | 22,184 | |
| Other
sources of cash | (80 | ) |
| Other
uses of cash | (1,352 | ) |
| Changes in
current assets and liabilities: | | |
| Accounts
receivable | (1,072 | ) |
| Materials
and supplies | (48 | ) |
| Other
current assets | (1,012 | ) |
| Accounts
payable | 1,282 | |
| Accrued
taxes and taxes receivable | (1,775 | ) |
| Other
current liabilities | 3,245 | |
| Net cash flows
provided by operating activities | 73,674 | |
| Investing
Activities: | | |
| Investments
in competitive energy plant | (11,788 | ) |
| Investment
in debt service special deposits | (1,615 | ) |
| Net cash flows
used in investing activities | (13,403 | ) |
| Financing
Activities: | | |
| Retirement
of long-term debt | (31,500 | ) |
| Cash
dividends on common stock | (28,000 | ) |
| Net cash flows
used in financing activities | (59,500 | ) |
| Net increase
in cash and cash equivalents | 771 | |
| Cash and cash
equivalents - beginning of year | 12,863 | |
| Cash and cash
equivalents - end of year | $ 13,634 | |
| Supplemental
Cash Flow Information: | | |
| Cash paid
during the year for: | | |
| Interest,
net of amounts capitalized of $599 | $ 32,506 | |
| Income taxes | $ 9,798 | |

E-22

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EVERSOURCE ENERGY Annual Report 2005

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EVERSOURCE ENERGY — Annual Report 2005

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EVERSOURCE ENERGY Annual Report 2005