National Grid PLC — Annual Report 2005

Jun 29, 2005

11-K 1 itp2-05.htm ITP II FOR P/E 12/31/04

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

X
For the fiscal year ended December 31,
2004

OR

| TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
| --- |
| For the transition period from _ to
_ |

Commission File Number 1-14958

National Grid USA Companies' Incentive Thrift Plan II National Grid USA 25 Research Drive Westborough, MA 01582 National Grid Transco plc 1-3 Strand London WC2N 5EH England

REQUIRED INFORMATION

The financial statements required by Form 11-K are filed as exhibits and incorporated herein by reference.

EXHIBITS

| 99.1 | Financial statements of National Grid USA
Companies' Incentive Thrift Plan II, filed under cover of Form
SE |
| --- | --- |
| 99.2 | Consent of PricewaterhouseCoopers LLP, independent
registered public accounting firm |

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the National Grid USA Service Company, Inc. Benefits Committee (the Plan Administrator for the National Grid USA Companies' Incentive Thrift Plan II) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

| Date: June 29, 2005 | NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT PLAN
II — By | /s/ John G.
Cochrane John
G.
Cochrane Chairman National
Grid USA Service Company, Inc. Benefits Committee |
| --- | --- | --- |

Exhibit 99.2

CONSENT OF INDEPENDENT REGISTERED PUBLC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-33094) of National Grid Group plc of our report dated June 10, 2005 relating to the financial statements of the National Grid USA Companies' Incentive Thrift Plan II, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 29, 2005