FORM 10-K
                 SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549-1004

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
                    EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the fiscal year ended December 31, 1993
                                          -----------------
                                   OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
                    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                   For the transition period from _____ to _____

     Commission     Registrant; State of Incorporation;     I.R.S. Employer
     File Number       Address; and Telephone Number       Identification No.
     -----------    ------------------------------------   ------------------

     1-5324        NORTHEAST UTILITIES                        04-2147929
                   (a Massachusetts voluntary association)
                   174 Brush Hill Avenue
                   West Springfield, Massachusetts   01090-0010
                   Telephone: (413) 785-5871

     0-404         THE CONNECTICUT LIGHT AND POWER COMPANY    06-0303850
                   (a Connecticut corporation)
                   Selden Street
                   Berlin, Connecticut               06037-1616
                   Telephone: (203) 665-5000

     1-6392        PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE    02-0181050
                   (a New Hampshire corporation)
                   1000 Elm Street
                   Manchester, New Hampshire        03105
                   Telephone: (603) 669-4000

     0-7624        WESTERN MASSACHUSETTS ELECTRIC COMPANY     04-1961130
                   (a Massachusetts corporation)
                   174 Brush Hill Avenue
                   West Springfield, Massachusetts   01090-0010
                   Telephone:  (413) 785-5871

     33-43508      NORTH ATLANTIC ENERGY CORPORATION          06-1339460
                   (a New Hampshire corporation)
                   1000 Elm Street
                   Manchester, New Hampshire        03105
                   Telephone: (603) 669-4000












Securities registered pursuant to Section 12(b) of the Act:
                                                        Name of Each Exchange
     Registrant            Title of Each Class           On Which Registered 
     ----------           --------------------          ---------------------
NORTHEAST UTILITIES     Common Shares, $5.00 par value      New York Stock   
                                                             Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:
 
      Registrant                   Title of Class
      ----------                   --------------
NORTHEAST UTILITIES     Common Share Warrants, no par value, exercisable 
                        at $ 24 per share
 
THE CONNECTICUT LIGHT   Preferred Stock, par value $50.00 per share, issuable
AND POWER COMPANY       in series, of which the following series are         
                        outstanding:

                        $1.90 Series   of 1947    4.96% Series   of 1958
                        $2.00 Series   of 1947    4.50% Series   of 1963
                        $2.04 Series   of 1949    5.28% Series   of 1967
                        $2.20 Series   of 1949    6.56% Series   of 1968
                        3.90% Series   of 1949    $3.24 Series G of 1968
                        $2.06 Series E of 1954    7.23% Series   of 1992  
                        $2.09 Series F of 1955    5.30% Series   of 1993 
                        4.50% Series   of 1956


                        Class A Preferred Stock, par value $25.00 per share,
                        issuable in series, of which the following series are
                        outstanding:

                        9.00% Series   of 1989

                        Dutch Auction Rate Transferable Securities, 
                         1989 Series

PUBLIC SERVICE COMPANY  Preferred Stock, par value $25.00 per share, issuable
  OF NEW HAMPSHIRE      in series, of which the following series are         
                        outstanding:

                        10.60% Series A of 1991


WESTERN MASSACHUSETTS   Preferred Stock, par value $100.00 per share,        
   ELECTRIC COMPANY     issuable in series, of which the following series are
                        outstanding:

                        7.72% Series B of 1971

                        Class A Preferred Stock, par value $25.00 per share, 
                        issuable in series, of which the following series are
                        outstanding:

                        7.60% Series   of 1987

                        Dutch Auction Rate Transferable Securities, 
                         1988 Series



Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d)of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.

                           Yes  X         No 
                               ---           ---

Indicate by check mark if disclosure of delinquent filers pursuant to  Item 
405 of  Regulation  S-K is not contained herein, and will not be contained,
to the best of the registrants' knowledge, in definitive proxy or information
statements incorporated by reference in  Part  III of this  Form  10-K or any
amendment to this Form  10-K.  [  X  ]



The aggregate market value of NORTHEAST UTILITIES' Common Shares, $5.00 Par
Value, held by nonaffiliates, was $ 2,907,287,878, based on a closing sales
price of $ 23.375 per share for the 124,375,952 common shares outstanding on
February 28, 1994.    NORTHEAST UTILITIES holds all of the 12,222,930 shares,
1,000 shares, 1,072,471 shares and 1,000 shares of the outstanding common
stock of THE CONNECTICUT LIGHT AND POWER COMPANY, PUBLIC SERVICE COMPANY OF
NEW HAMPSHIRE, WESTERN MASSACHUSETTS ELECTRIC COMPANY and NORTH ATLANTIC
ENERGY CORPORATION, respectively.





Documents Incorporated by Reference:

                                                  Part of Form 10-K  
                                                  Into Which Document
            Description                             is Incorporated       
            -----------                           --------------------
Portions of Annual Reports to Shareholders of the following
  companies for the year ended December 31, 1993:

     Northeast Utilities                                 Part II
     The Connecticut Light and Power Company             Part II
     Public Service Company of New Hampshire             Part II
     Western Massachusetts Electric Company              Part II
     North Atlantic Energy Corporation                   Part II

     Portions of the Northeast Utilities Proxy 
      Statement dated April 1, 1994                      Part III
















                            NORTHEAST UTILITIES
                  THE CONNECTICUT LIGHT AND POWER COMPANY
                  PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                  WESTERN MASSACHUSETTS ELECTRIC COMPANY
                     NORTH ATLANTIC ENERGY CORPORATION

                       19931994 Form 10-K Annual Report
                             Table of Contents

                                  PART I
                                                              Page

Item 1.   Business. . . . . . . . . . . . . . . . . . .        1

     The Northeast Utilities System . . . . . . . . . .        1

     Public Utility Regulation. . . . . . . . . . . . .        2

     Competition and Marketing. . . . . . . . . . . . .        2

          Economic Development. . . . . . . . . . . . .             2
          Business Retention/Business Recovery. . . . .             3
          Competitive Generation. . . . . . . . . . . .             4
          Retail WheelingThe Economy . . . . . . . . . . . . . . . 4
          Fuel Switching/Electrotechnologies.. .        3
          Retail Marketing. . . . . . 5. . . . . . . . .        3
          Wholesale Marketing . . . . . . . . . . . . .        65

     Rates. . . . . . . . . . . . . . . . . . . . . . .        76

          Connecticut Retail Rates. . . . . . . . . . .        76
          New Hampshire Retail Rates. . . . . . . . . .        128
          Massachusetts Retail Rates. . . . . . . . . .       16
          Wholesale Rates . . . . . . . . . . . . . . .            1911
   
     Resource Plans . . . . . . . . . . . . . . . . . .       2113

          Construction. . . . . . . . . . . . . . . . .       2113
          Future Needs. . . . . . . . . . . . . . . . .       2213

     Financing Program. . . . . . . . . . . . . . . . .       24

          199314

          1994 Financings . . . . . . . . . . . . . . .       24
          Financing Nuclear Fuel. . . . . . . . . . . .            25
          199414
          1995 Financing Requirements . . . . . . . . .       26
          199415
          1995 Financing Plans. . . . . . . . . . . . .       2715
          Financing Limitations . . . . . . . . . . . .       2715

     Electric Operations. . . . . . . . . . . . . . . .       3018

          Distribution and Load . . . . . . . . . . . .       3018
          Generation and Transmission . . . . . . . . .       33
          Hydro-Quebec. . . . . . . . . . . . . . . . .            3421
          Fossil Fuels. . . . . . . . . . . . . . . . .       3521
          Nuclear Generation. . . . . . . . . . . . . .       37







i22

    Non-Utility BusinessesBusinesses. . . . . . . . . . . . . . .       5332

          General . . . . . . . . . . . . . . . . . . .       5332  
          Private Power Development . . . . . . . . . .       5333
          Energy Management Services. . . . . . . . . .       5433

     Regulatory and Environmental Matters . . . . . . .       55

          Public Utility Regulation . . . . . . . . . .            55
          NRC Nuclear Plant Licensing . . . . . . . . .            5634

          Environmental Regulation. . . . . . . . . . .       5734
          Electric and Magnetic Fields. . . . . . . . .       6841
          FERC Hydro Project Licensing. . . . . . . . .       6942

     Employees. . . . . . . . . . . . . . . . . . . . .       7042

     Subsequent Events. . . . . . . . . . . . . . . . .       44

Item 2.   Properties. . . . . . . . . . . . . . . . . .       72

     Electric Properties.46

Item 3.   Legal Proceedings . . . . . . . . . . . . . .       .            73 
     Franchises51

Item 4.   Submission of Matters to a Vote of Security
          Holders . . . . . . . . . . . . . . . . . . .       .            78

Item 3.   Legal Proceedings . . . . . . . . . . . . . .            80

Item 4.   Submission of Matters to a Vote of Security
          Holders (Fourth Quarter 1993) . . . . . . . .            8554



                                  PART II

Item 5.   Market for Registrants' Common Equity and
          Related Shareholder Matters . . . . . . . . .       8755

Item 6.   Selected Financial Data . . . . . . . . . . .       8755

Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of
            OperationsOperations. . . . . . 87. . . . . . . . . . .       57

Item 8.   Financial Statements and Supplementary Data .       8857

Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure  . . .       89

















ii58


                                 PART III

Item 10.  Directors and Executive Officers of the
          Registrants . . . . . . . . . . . . . . . . .       9059

Item 11.  Executive Compensation. . . . . . . . . . . .       9463

Item 12.  Security Ownership of Certain Beneficial
          Owners and Management . . . . . . . . . . . .       9867

Item 13.  Certain Relationships and Related
          Transactions. . . . . . . . . . . . . . . . .       10069

                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules,
          and Reports on Form 8-K . . . . . . . . . . .       101








































iii70


                              GLOSSARY OF TERMS


     The following is a glossary of frequently used abbreviations
or acronyms that are found throughout this report:


COMPANIES

NU. . . . . . . . . . . . . .  Northeast Utilities
CL&P  . . . . . . . . . . . .  The Connecticut Light and Power Company
Charter Oak . . . . . . . . .  Charter Oak Energy, Inc.
WMECO . . . . . . . . . . . .  Western Massachusetts Electric Company
HWP . . . . . . . . . . . . .  Holyoke Water Power Company
NUSCO or the Service Company.  Northeast Utilities Service Company
NNECO . . . . . . . . . . . .  Northeast Nuclear Energy Company
NAEC. . . . . . . . . . . . .  North Atlantic Energy Corporation
NAESCO or North Atlantic. . .  North Atlantic Energy Service
                               Corporation
PSNH. . . . . . . . . . . . .  Public Service Company of New Hampshire
RRR   . . . . . . . . . . . .  The Rocky River Realty Company
the System. . . . . . . . . .  the Northeast Utilities System
CYAPC . . . . . . . . . . . .  Connecticut Yankee Atomic Power Company
MYAPC . . . . . . . . . . . .  Maine Yankee Atomic Power Company
VYNPC . . . . . . . . . . . .  Vermont Yankee Nuclear Power
                               Corporation
YAEC. . . . . . . . . . . . .  Yankee Atomic Electric Company

GENERATING UNITS

Millstone 1 . . . . . . . . .  Millstone Unit No. 1, a 659.5-MW660-MW
                               nuclear electric generating unit
                               completed in 1970
Millstone 2 . . . . . . . . .  Millstone Unit No. 2, an 862-MW870-MW
                               nuclear electric generating unit
                               completed in 1975
Millstone 3 . . . . . . . . .  Millstone Unit No. 3, a 1,149-MW1,154-MW
                               nuclear electric generating unit
                               completed in 1986
Seabrook or Seabrook 1. . . .  Seabrook Unit No. 1, a 1,150-MW1,148-MW
                               nuclear electric generating unit
                               completed in 1986.  Seabrook 1 went
                               into service in 1990.

REGULATORS

DOE . . . . . . . . . . . . .   U.S. Department of Energy
DPU . . . . . . . . . . . . .   Massachusetts Department of Public
                                Utilities
DPUC. . . . . . . . . . . . .   Connecticut Department of Public
                                Utility Control


                                    iv

                                    GLOSSARY OF TERMS


REGULATORS (Continued)

MDEP. . . . . . . . . . . . .   Massachusetts Department of
                                Environmental Protection
CDEP. . . . . . . . . . . . .   Connecticut Department of
                                Environmental Protection
EPA . . . . . . . . . . . . .   U.S. Environmental Protection Agency
FASB. . . . . . . . . . . . .   Financial Accounting Standards Board
FERC. . . . . . . . . . . . .   Federal Energy Regulatory Commission
NHDES . . . . . . . . . . . .   New Hampshire Department of
                                Environmental Services

NHPUC . . . . . . . . . . . .   New Hampshire Public Utilities
                                Commission
NRC . . . . . . . . . . . . .   Nuclear Regulatory Commission
SEC . . . . . . . . . . . . .   Securities and Exchange Commission

OTHEROther

1935 Act. . . . . . . . . . .   Public Utility Holding Company Act of
                                1935
AFUDC . . . . . . . . . . . .   Allowance for funds used during
                                construction
CC. . . . . . . . . . . . . .   Conservation charge
C&LM.DSM . . . . . . . . . . . . Conservation and load management
CWIP. .   . . . . . . . . . . .   Construction work in progressDemand-Side Management
Energy Policy Act . . . . . .   Energy Policy Act of 1992
FAC . . . . . . . . . . . . .   Fossil-fuel adjustment clause
FPPAC . . . . . . . . . . . .   Fuel and purchased power adjustment
                                clause (PSNH)
GUAC. . . . . . . . . . . . .   Generation utilization adjustment
                                clause (CL&P)
IRM . . . . . . . . . . . . .   Integrated resource management
MW. . . . . . . . . . . . . .   Megawatt
NBFT. . . . . . . . . . . . .   Niantic Bay Fuel Trust, lessor of
                                nuclear fuel used by CL&P and WMECO
NEPOOL. . . . . . . . . . . .   New England Power Pool
NUGs. . . . . . . . . . . . .   Nonutility generators
NUG&T . . . . . . . . . . . .   Northeast Utilities Generation and
                                Transmission Agreement
IPPs. . . . . . . . . . . . .   Independent power producers
QFs . . . . . . . . . . . . .   Qualifying cogeneration and small
                                power production facilities
ROE . . . . . . . . . . . . .   Return on equityv


                     (This page left intentionally blank)


























































vii
                     
                     
                     
                              NORTHEAST UTILITIES
                    THE CONNECTICUT LIGHT AND POWER COMPANY
                    PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                     WESTERN MASSACHUSETTS ELECTRIC COMPANY
                       NORTH ATLANTIC ENERGY CORPORATION


                                   PART I

ITEMItem 1.    BUSINESSBusiness

                       THE NORTHEAST UTILITIES SYSTEM

 Northeast Utilities (NU) is the parent company of the Northeast Utilities
system (the System).  It is not itself an operating company.  ThroughThe System
furnishes retail electric service in Connecticut, New Hampshire and western
Massachusetts through four of NU's wholly-owned subsidiaries (The Connecticut
Light and Power Company [CL&P], Public  Service Company of New Hampshire [PSNH],
Western Massachusetts Electric Company [WMECO] and Holyoke Water Power Company
[HWP]), the System furnishes electric service in Connecticut, New Hampshire
and western Massachusetts..  In addition to their retail electric service, CL&P, PSNH, WMECO and HWP
(including its wholly-owned subsidiary, Holyoke Power and Electric Company)Company
[HPE]) (the System companies) together furnish firm wholesale electric service
to eight municipalitiesmunicipal electric systems and investor-owned utilities.  The System
companies also supply other wholesale electric services to various
municipalities and other utilities.  NU serves about 30 percent of New England's
electric needs and is one of the 20 largest electric utility systems in the
country.country as measured by revenues.

 North Atlantic Energy Corporation (NAEC) is a special purpose subsidiary of
NU, acquired PSNH, the largest electric utility in New Hampshire, in
June 1992.  PSNH was in bankruptcy reorganization proceedings from January
1988 to May 1991, when it emerged from bankruptcy in the first step of an NU-
sponsored two-step plan of reorganization.  NU's acquisition of PSNH was the
second stepwhich sells its share of the reorganization plan.  On October 1, 1993, the Bankruptcy
Court in New Hampshire formally terminated the bankruptcy proceeding.  See
Item 3, Legal Proceedings.  PSNH continues to operate its core electric
utility business, but pursuant to the reorganization plan, PSNH transferred
its 35.6 percent interest incapacity and output of the Seabrook nuclear
generating facility (Seabrook) in Seabrook, New Hampshire, to North Atlantic Energy Corporation
(NAEC), a special purpose subsidiary of NU which sells the capacity and
output of that unit to PSNH under two
life-of-unit, full cost recovery contracts.  In June 1992, NU's subsidiary North Atlantic
Energy Service Corporation (North Atlantic) assumedAtlantic or NAESCO) has operational
responsibility for Seabrook.
Before that, Seabrook had been operated by a division of PSNH.

 Other wholly-owned subsidiaries of NU provide support services for the System
companies and, in some cases, for other New England utilities.   Northeast
Utilities Service Company (NUSCO or the Service Company) provides centralized
accounting, administrative, data processing, engineering, financial, legal,
operational, planning, purchasing and other services to the System companies.
Northeast Nuclear Energy Company (NNECO) acts as agent for the System companies
and other New England utilities in operating the Millstone nuclear generating
facilities in Connecticut.  North Atlantic acts as agent for the System
companies and other New England utilities in operating Seabrook.  TwoThree other
subsidiaries construct, acquire or lease some of the property and facilities
used by the System companies.

 NU has two other principal subsidiaries, Charter Oak Energy, Inc. (Charter Oak)
and HEC Inc. (HEC), which have non-utility businesses.   Directly and through
subsidiaries, Charter Oak develops and invests in cogeneration, small power
production and independent power production
facilities.other forms of non-utility generation and in exempt wholesale
generators ("EWGs")(collectively, "NUGs") and foreign utility companies
("FUCOs") as permitted under the Energy Policy Act of 1992 (Energy Policy Act).
 HEC provides energy management services for commercial, industrial and
institutional electric customers.  See "Non-Utility
1"Nonutility Businesses."


 COMPETITION AND MARKETING

     Competition within the electric utility industry is increasing.  In
response, NU has developed, and is continuing to develop, a number of
initiatives to retain and continue to serve its existing customers and to
expand its retail and wholesale customer base.  These initiatives are aimed
at keeping customers  from either leaving NU's retail service territory or
replacing NU's electric service with alternative energy sources and at
attracting new customers.  Management believes that CL&P, PSNH and WMECO must
continue to be responsive to their business customers, in particular, in
dealing with the price of electricity and to recognize that many business
customers have alternatives such as fuel switching, relocation and self-
generation if the price of electricity is not competitive.  

     A System-wide emphasis on improved customer service is a central
focus of the reorganization of NU thatentailing realignment into two core business groups
became effective on January 1, 1994.  The reorganization entails realignment of the System into two new core
business groups.  The first core business group, the energy resources
group, is devoted to energy resource acquisition and wholesale marketing and
focuses on nuclear, fossil and hydroelectric generation and wholesale power
marketing
and new business development.marketing.  The second core businessother group, the retail business group, oversees all customer
service, transmission and distribution operations and retail marketing in
Connecticut, New Hampshire and Massachusetts.  These two core business groups
are served by various support functions known collectively as the corporate
center.  In connection with NU's reorganization, the System has begunis undergoing a
corporate reengineering process which should help it to identifyassist in identifying opportunities to become
more competitive while improving customer service and maintaining a high level
of operational performance.

                          ECONOMIC DEVELOPMENTPUBLIC UTILITY REGULATION

 NU is a registered electric utility holding company under the Public Utility
Holding Company Act of 1935 (1935 Act).  Accordingly, the Securities and
Exchange Commission (SEC) has jurisdiction over NU and its subsidiaries with
respect to, among other things, securities issues, sales and acquisitions of
securities and utility assets, intercompany loans, services performed by and for
associated companies, accounts and records, involvement in non-utility
operations and dividends.  The cost1935 Act limits the System, with certain
exceptions, to the business of doing business, including the price of electricity, is
higherbeing an electric utility in the System's service area, and the Northeast generally, than in
most other partsNortheastern
region of the country.

 Relatively highThe System companies are subject to the Federal Power Act as administered by
the Federal Energy Regulatory Commission (FERC).  The Energy Policy Act amended
this act to authorize FERC to order wholesale transmission wheeling services and
under certain circumstances to require electric utilities to enlarge
transmission capacity necessary to provide such services.  FERC's authority to
order wheeling does not extend to retail wheeling, and FERC may not issue a
wheeling order that is inconsistent with state laws governing the retail
marketing areas of electric utilities.

 In addition, the Nuclear Regulatory Commission (NRC) has broad jurisdiction
over the System's nuclear units and each of the System companies is subject to
broad regulation by its respective state and/or local taxes,
labor costsregulatory authorities
with jurisdiction over the service areas in which each company operates.  The
System incurs substantial capital expenditures and operating expenses to
identify and comply with environmental, energy, licensing and other regulatory
requirements, including those described herein, and it expects to incur
additional costs to satisfy further requirements in these and other areas of
doing businessregulation.  See generally "Rates," "Electric Operations" and "Regulatory and
Environmental Matters."

                        COMPETITION AND MARKETING

 Competitive forces within the electric utility industry are continuing to
increase due to a variety of influences, including legislative and regulatory
actions, technological advances and changes in New England also contributeconsumer demands. In response,
the System has developed, and is continuing to competitive disadvantages for many industrialdevelop, a number of initiatives
to retain and commercialcontinue to serve its existing customers of
CL&P, PSNH and WMECO.  These disadvantages have aggravated the pressures on
business customers in the current weakened regional  economy.  As a result,
state and local governments in the region frequently offer incentives to
attract new business development to, and to expand existingits retail
and wholesale customer base.  The System also benefits from a diverse retail
base.  The System has no significant dependence on any one retail customer or
industry.



THE ECONOMY

     In 1994, the System experienced its most significant retail sales growth in
six years, due in large part to the economic recovery in New England.
Employment levels have risen, particularly in New Hampshire, unemployment rates
have fallen, and personal income has increased in all three states comprising
the System's retail service territory.  The System's 1994 retail sales, which
comprise 77 percent of all kilowatt-hour sales, rose by a total of 2.9 percent
or 867 million kilowatt-hours over 1993.  Retail sales growth was consistent
across all major customer classes, with residential sales rising by 2.8 percent,
commercial sales by 3.2 percent and industrial sales by 2.6 percent.  Retail
sales growth was strongest for CL&P, which recorded an increase of 3.4 percent,
and weakest for WMECO, which experienced a 1.4 percent increase.  At PSNH,
retail sales rose by 2.0 percent.  Overall, weather had little effect on sales
volume, with mild weather after mid-August offsetting unusually cold weather in
January and hot weather in late June and July.

     In 1995, the System expects little retail sales growth from 1994, primarily
because of the effects of higher interest rates on the regional economy and
further cutbacks in defense-related industries in Connecticut.  Over the longer
term, retail sales growth is expected to be strongest in New Hampshire, which by
some measures has the fastest-growing economy in New England.  In 1994, many
businesses within, their states.  Since 1991,announced plans to expand in New Hampshire.  The System estimates
that PSNH will have compounded annual sales growth of 1.9 percent from 1994
through 1999, compared with 1.4 percent for CL&P and WMECO have worked actively with
state and local economic development authorities to package incentives0.9 percent for a
variety of prospective or expanding  customers.  These economic development
packages typically include both electric rate discounts and incentive
payments for energy efficient  construction, as well as technical support and
energy conservation services.  
 
     In general, electric rate discounts are phased out over varying
periods generally not in excess of ten years.  From September 1991 through
March 1, 1994, economic development rate agreements had been  reached with
approximately 45 industrial and commercial customers inWMECO.

     Wholesale sales, which comprised the three states
served by the System, including 38 customers in CL&P's service territory, one
customer in PSNH's service territory and six customers in WMECO's service
territory.


2
     As an adjunct to their economic development efforts, CL&P and WMECO
have also developed programs which provide incentives to customers planning
to construct or significantly renovate commercial or industrial buildings
within the System's service territory.  Approximately 40remaining 23 percent of all such
construction qualifies for incentive payments forsales,
rose 0.8 percent or 75 million kilowatt-hours in 1994, due to aggressive
marketing efforts and the installation or
retrofittingopening of energy-efficient equipment designed to result in permanent
savings for the customer in addition to any savings that result from the rate
discounts.

     The business expansion-related rate agreements cover small-to-
medium-sized industrial companies and a few medium-sized commercial business
relocations.  In all cases where economic development rates are in effect,
the additional load and associated revenues, even though received under
discounted rates, result in a net benefit to the System by making a
contribution towards the System's fixed costs.  During 1993, 28 customers
were on economic development rate riders, including 24 CL&P customers and
four WMECO customers.  The net benefit to the System during 1993new wholesale markets as a result of
these agreements was approximately $300,000. 


BUSINESS RETENTION/BUSINESS RECOVERY

     From 1983 through 1989, the System's retail kilowatt-hour sales grew
by an annual average rate of 3.8  percent.  Since the end of 1989, retail
sales have been level, except forincreased wholesale competition, including the addition of PSNH's electric loadMadison, Maine as a
result of NU's acquisition of PSNH, effective in June 1992.  The leveling
effect has resulted in part fromwholesale customer.

RETAIL MARKETING

     Retail sales growth and the System's conservation and load
management (C&LM) efforts, but is largely due tosuccess in lowering operating costs
were the region's persistent weak
economy.  Management expects a modestprimary reasons for the improvement in NU's financial performance in
1994.  Because the economy in  1994 and
moderate electric sales growth is anticipated.  

     To spur economic activity, NU's subsidiaries have worked in concert
with state and local authorities to retain businesses that are considering
relocating outside of the NU service territory.  C&LM incentives are used
with temporary rate reductions to produce both short-term and long-term cost
savings for customers.  These reductions are generally limited to five years
but may be for as long as ten years.  As of the end of 1993, 25 System customers received such reductions, including 19 CL&P customers, two PSNH
customers and five WMECO customers.  These customers in the aggregate
represented less than 0.5 percent of System revenues.
 
     The NU operating subsidiaries also offer rate reductions to business
entities that can demonstrate that they are encountering financial problems
threatening their viability but have reasonable prospects for improvement. 
These "business recovery" reductionshas surplus generating capacity, additional demand can
be brief in duration, sometimes
lasting onlyeasily met from existing generation.  As a few months, or may extend for up to five years.  Fromresult, the time
these rates became available in late 1991 through the endadditional costs of
1993, 23 CL&P
customers, two PSNH customers and eight WMECO customers have been granted
such rate reductions.  The CL&P customers provided approximately $10 million
in annual revenues; the PSNH customers provided approximately $10 million in
annual revenues and the WMECO customers provided approximately $1.5 million
in annual revenues.  

     The bulk ofserving expanding load--principally the cost of additional fuel--are far less
than the presently estimated discounts has been
anticipatedrevenues received from the additional kilowatt-hour sales.

     The System companies continue to operate predominantly in base rates.   The cost of the C&LM program is also collected
from ratepayers.




3
COMPETITIVE GENERATION

     A growing source of competition in the electric utility industry
comes from companies that are marketing co-generation systems, primarily to
those customers who can use both the electricity and the steam created by
such systems.  See "Regulatory and Environmental Matters - Public Utility
Regulation."  For instance, the Pratt & Whitney Aircraft Division of United
Technologies Corporation, the System's largest industrial customer, put into
service a 25-megawatt generating system in January 1993, reducing  CL&P's
industrial sales by approximately 1.5 percent, or $8 million, during 1993. 
While only a few other such systems have been installed in the System's
service territory to date, the extent of growth of further self-generation
cannot be predicted.  

     To help convince retail customers not to generate their own power,
CL&P, PSNH and WMECO have offered a competitive generation rate or special
rate contracts that typically provide for up to ten years of rate reductions
in return for a commitment not to self-generate.  Two of CL&P's largest
customers, together accounting for approximately $12 million of annual
revenues in 1993, are operatingstate-approved
franchise territories under these arrangements.  The New Hampshire
Public Utilities Commission (NHPUC) also approved a special PSNH rate
available for operators of sawmills to help prevent those customers from
installing diesel generation.  Altogether, approximately 28 System customers
were on some type of competitive generation rate or special contract at the
end of 1993, consisting of two CL&P customers, 20 PSNH customers and six
WMECO customers.  The PSNH customers provided approximately $3 million in
annual revenues and the WMECO customers provided approximately $1.5 million
in annual revenues.

     Overall, all types of flexible rate riders and special contracts
offered by the System have preserved System revenues of approximately $50
million.  As each subsidiary intensifies its efforts to retain existing
customers and gain new customers, the number of customers coveredtraditional cost-of-service regulation.  Retail
wheeling, under such
flexible rates, and  the number and amount of overall discounts, are expected
to rise moderately over the next few years.  


RETAIL WHEELING
 
     In principle, retail wheeling would enablewhich a retail customer would be permitted to select an
electricity supplier other than its local electric utility and forcerequire the local
electric utility to transmit the power to the customer's site.  While wholesale wheeling was
mandated by the Energy Policy Act of 1992 (Energy Policy Act) under certain
circumstances, retail wheelingsite, is generally not required
in any of the System's jurisdictions.  See "RegulatoryIn 1994, Connecticut regulators reviewed
the desirability of retail wheeling and Environmental Matters - Public
Utility Regulation."  Indetermined that it was not in the best
interest of the state until new generating capacity is needed, which the System
projects to be in 2009.  The Connecticut the Department of Public Utility Control
(DPUC) has begun an investigation intois presently conducting a generic proceeding studying the desirabilityrestructuring
of retail
wheeling; a similar DPUC study undertakenthe electric industry and competition in 1987 concluded that full-scale
ail wheeling was notorder to develop findings and
recommendations to be presented to policymakers at the legislative level.  A
decision in the public interest at that time.  See
"Rates-Connecticut Retail Rates."this proceeding is expected in mid-1995.

     In New Hampshire, thereseveral bills related to retail wheeling have been
no legislative proposalsintroduced in the legislature.  The chairman of the New Hampshire Public
Utilities Commission (NHPUC) has set up a roundtable discussion with
legislators, utilities and large customers on full-
scalehow to deal with a more
competitive market.  In addition, a new entity, Freedom Electric Power Company
(FEPCO), has filed with the NHPUC for permission to do business as an electric
utility to serve selected large PSNH customers.  PSNH and other New Hampshire
utilities are opposing FEPCO's petition before the NHPUC.

     There also have been several bills introduced in Massachusetts that involve
the potential for retail wheeling, to date.

     In Massachusetts,electric utility industry restructuring and
regulatory reform.  To date, none of these bills being reviewed by legislative committees
could permit limited retail wheeling in economically distressed areas and to
municipal and state-owned facilities. 



4
FUEL SWITCHING/ELECTROTECHNOLOGIES

     A customer's ability to switch to or from electricity as an energy
source for heating, cooling or industrial processes (fuel switching) will
continue to provide the System with both opportunities and risks over the
coming years.

     While it is an important load, residential electric space heating
makes up only five percent of  the System's retail sales.  In Connecticut and
Massachusetts, the risk of fuel switching among residential customers is
concentrated in the area of electric to natural gas conversions with lesser
risks of oil and propane conversions, while in New Hampshire, conversions to
oil and propane are more common.   During 1993, approximately three percent
of WMECO and PSNH space heating customers converted their heating systems
from electric resistance or baseboard heating.  Conversion activity in CL&P's
service territory was minimal during 1993 and the net number of electric
space heating customers in CL&P's territory increased during 1993.  Since
1992,  space heating conversions on the System have not represented more
than a 0.1 percent loss of annual retail sales.  Nonetheless, the System
operating companies have implemented a number of programs to mitigate these
losses.  In New Hampshire, a new thermal energy storage program is being
reviewed for approval by the NHPUC.  In Connecticut and Massachusetts,
programs are in place to encourage the use of ground source and advanced
air-to-air heat pumps in both new and existing construction.  In addition, in
1993 WMECO lowered rates for its electric space heating cusomters by
approximately five percent with permission frombeen enacted.  On February
10, 1995, the Massachusetts Department of Public Utilities (DPU) initiated an
investigation into various ways in which the electric utility industry in
Massachusetts could be restructured.  The DPU has asked interested parties to
comment on numerous topics such as competition and customer choice by March 31,
1995.  It is not known when the DPU will issue an order in this proceeding.

     While retail wheeling is not required in the System's retail service
territory, competitive forces nonetheless are influencing retail pricing.  These
include competition from alternate fuels such as natural gas, competition from
customer-owned generation and regional competition for business retention and
expansion.  The System's retail business group is continuing to work with
customers to address their concerns.  Since the competitive threat.  Becausefall of 1991, the System
companies have reached approximately 230 special rate agreements with customers
to increase or retain their electricity purchases from the System, including
124 CL&P customers, 54 PSNH customers and 44 WMECO customers through the end of
1994.  These agreements include 135 agreements to retain existing customers and
87 agreements for new customers and account for approximately four percent of
System 1994 retail revenues.

     In general, these programsspecial rate agreements have terms of approximately five
years.  Most of CL&P's agreements have been entered pursuant to general rate
riders approved by the DPUC.  Most of PSNH's special contracts require
individual approval from the NHPUC.  The DPU requires individual approval of
some special contracts, but in 1994 the DPU also authorized WMECO to reduce
rates by five percent for all customers whose demand exceeds one megawatt (MW)
as long as those customers agree to give WMECO at least five years' notice
before generating their own power or purchasing it from an alternative supplier.
 As of December 31, 1994, ten WMECO customers had signed up for this service
extension discount.

     Many of the special rate agreements were reached individually on a
customer-by-customer basis.  However, three significant groups of customers also
entered agreements with certain of the System companies over the past two years.
 In 1993, HWP entered ten-year contracts with all of its approximately 40 retail
industrial customers, which accounted for approximately $7 million of revenue in
1994.  PSNH entered into long-term contracts with approximately 30 sawmill
operators and other initiatives, NU forecasts a continuednine ski resorts in 1994.

     Negotiated retail rate reductions for System customers under rate
agreements in effect for 1994 amounted to approximately $20 million, including
$11 million for CL&P, $3 million for PSNH, $4 million for WMECO and $2 million
for HWP.  Management believes that the aggregate amount of retail rate
reductions will increase in 1995, but that such agreements will continue to
provide significant benefits to the net numberSystem including the preservation of
approximately four percent of retail revenues.

     Special rate agreements represent only a portion of the System's response
to the new competitive forces in the energy marketplace.  The System spent
approximately $46 million in 1994 on demand side management (DSM) programs.
Over 60 percent of DSM program costs were targeted to the commercial and
industrial sectors.  These programs help customers improve the efficiency of
their electric spacelighting, manufacturing, and heating, customers.

     With respect to residential sales, centralventilating and air
conditioning continuessystems, making them more competitive in their own markets, which
in turn enables them to becomebe more commonviable employers in the System's service
territory.territories.  DSM program costs are recovered from customers through various
cost recovery adjustment mechanisms.  For further information on DSM programs,
see "Rates - Connecticut Retail Rates - Demand Side Management" and "Rates -
Massachusetts Retail Rates - Demand Side Management."  System companies also are
increasingly working with customers to improve reliability and power quality
within commercial and industrial facilities.

     Many of the System's programs for residential customers are targeted at
improving the efficiency of lighting and electric space heating, as well as the
energy efficiency of new homes.  Residential space heating represents
approximately five percent of the System's retail electric sales, and suppliers
of alternative fuels, such as natural gas, have actively recruited residential
customers to convert their heating systems from electric heat. In 1994, an
increase in the number of CL&P's space heating customers offset decreases in the
numbers of WMECO's and PSNH's space heating customers.

WHOLESALE MARKETING

     The System acts as both a buyer and a seller of electricity in the highly
competitive wholesale electricity market in the Northeastern United States
(Northeast).  Many of the sales contracts signed by the System companies in the
late 1980's have expired or will expire in the mid-1990's, and much of the
revenue produced by such contracts has also begunnot been replaced through new wholesale
power arrangements.  In 1994, wholesale sales, including firm wholesale service
and other bulk supply transactions, accounted for approximately $331 million, or
approximately 9.2 percent, of System revenues, down from approximately $383
million in 1993, due in large part to test the useloss of one major customer and the
increased competitiveness of the wholesale market.  Unless prices on the
wholesale market improve, revenues are expected to fall further in 1995 before
stabilizing in late 1996 and 1997.  Wholesale sales are made primarily to
investor-owned utilities and municipal systems or  cooperative electric vehiclessystems
in the Northeast.  The System will be increasing its efforts to increase
wholesale sales through intensified marketing efforts.  The System's power
marketing efforts benefit from the interconnection of its transmission system
with all of the major utilities in New England, as well as with three of itsthe
largest electric utilities in New York state.

     The System's 1994 firm wholesale sales were approximately 1.3 million
megawatt-hours.  In 1994, firm wholesale electric service territories and is working to promote the manufactureaccounted for
approximately 2.5 percent of electric
vehicles and their components in the System's service area.  The System's 
energy conservation programs which target electric heatrevenues (approximately 1.4 percent of
CL&P's operating revenue, 6 percent of PSNH's operating revenue and hot water
customers can be effective in lowering electric bills substantially.a negligible
amount of WMECO's operating revenue).

     In 1993,1994, the System embarked upon two aggressive field testing programs
involving heat pumps to provide residential heating, cooling and hot water
heating in cost effective ways.  These programs,companies commenced service under six long-term sales
contracts with municipal electric systems, including five in Massachusetts and
at
Heritage Villageone in Southbury, Connecticut,Maine.  These power sales contracts have terms which range from five to
ten years.  The related revenues, which amounted to approximately $4 million in
1994, are intendedexpected to demonstrate thatincrease over the combination of cost effective conservation and the use of heat pumps will
provide lower cost heating, cooling and water heating than other available
fuels.coming years.  The System also faces commercial load loss becausesold an
average of fuel
switching, such asapproximately 400 MW of power during 1994 in the area of electrically heated commercial buildings. 
Additionally, natural gas distribution companies have been actively marketing
gas-fired chillersshort-term sales to commercialfour
utilities in New York State.  Those sales ranged in duration from a week to six
months and industrial customers.  Electric space
and hot water heating and air conditioning have come under increasing
pressureaccounted for approximately $54 million in recent years from aggressive campaigns by natural gas
distribution companies seeking to add new customers.  In Connecticut and
Massachusetts, NU's subsidiaries have initiated market driven heating,
ventilating and air-conditioning (HVAC) incentive programs, which include
some design assistance, to promote efficient, nonchlorofluorocarbon
refrigerant electric chillers.

     In response to the threat of load loss due to alternative fuel 
sources, the System's marketing and customer service staff works proactively
to compare relative costs of alternative fuels.  In most instances, accurate
5
cost comparisons and energy conservation programs allow the System to
preserve most of each customer's load by assisting the customer to achieve a
more efficient use of its electric energy.   

WHOLESALE MARKETING

     In general and subject to existing contractual restrictions, the
System's wholesale customers, both within and outside the System's retail
service area, are free to select any supplier they choose.  NU's subsidiaries
do not have an exclusive franchise right to serve such customers.  Thus, the
wholesale segmentrevenues in 1994.

     The System owns approximately one-half of the System's business is highly competitive.


     As a result of very limited load growth throughout the Northeast in
the past five years and the operation of several new generating plants,
competition has grown, and a seller's market for electricity has turned into
a buyer's market.  Of the approximately 2,000 - 3,000 megawattsMW of surplus capacity
in New England,England.  This surplus and the System's total is approximately 1,000 megawatts.

The pricesresulting competition for business has
caused the System has beento renegotiate some of its arrangements with its existing
wholesale customers.  For example, in 1994 CL&P began serving the City of
Chicopee, Massachusetts under a new ten-year arrangement. Furthermore, CL&P and
the Town of Wallingford, Connecticut signed a contract for service of
Wallingford's approximate 110 MW load for a ten-year period beginning in 1995.
The new arrangement was coordinated through the Connecticut Municipal Electric
Energy Cooperative, an organization that assists municipalities with their
energy needs, and supersedes CL&P's current firm wholesale contract with
Wallingford.  In these cases, due to wholesale competition, the customers were
able to receive for new wholesale contracts
have generally been farsecure prices lower than the prices prevalent in recent years.

     Nevertheless, in 1993, the System sold a monthly average of 350
megawatts on a daily and short-term basis and 1,150 megawatts under
preexisting long-term commitments of capacity to over 20 utilities throughout
the Northeast.  These sales resulted in approximately $150 million of
capacity revenues.  The majority of these revenuesthose that would have been recognized in
System company base rates.

     In addition, System companies entered into approximately 11 long-
term sales contracts in 1993paid under
traditional cost-of-service ratemaking.  Similarly, long-term agreements were
renegotiated before 1994 with both newthe New Hampshire Electric Cooperative and existing customers.  These
contracts are expected to increase sales by a yearly average of 60 megawatts
from late 1993 through 2005.  The new wholesale customers include theseveral
other municipal and small investor-owned electric systems in Georgetown, Middletown, South Hadley,
Princeton, Danvers, LittletonConnecticut, New
Hampshire and Mansfield, all in Massachusetts.

     Including
these new sales,The System's transmission system is an open access wholesale transmission
system:  other parties, either utilities or independent power producers, can use
NU's transmission system to move power from a seller to a wholesale buyer at
FERC-approved rates, provided adequate capacity across those lines is available
and service reliability is not endangered.  In 1994, the System currently has capacitycompanies
collected approximately $42 million in transmission revenues for transmission of
power sales commitments withemanating from either the System or from other New England utilities to sell an aggregate 4,000  megawatt-years of
capacity from 1994 through 2008.  The net benefits after costs from these
sales are estimated at approximately $550 million over the remaining life of
the contracts.  Most of these benefits will be realized over the next few
years.  In addition, a contract for the sale of approximately 450 megawatt-
years to the municipal electric system in Madison, Maine has been signed and
is awaiting certain approvals.  For information on competitive pressures
affecting wholesale transmission, see "Electric Operations - Generation and
Transmission."

     Over the next five years, intense competition in the Northeast
market is expected to continue as new generating facilities, located for the
most part outside the System's retail service areas and contracted to sell to
others, become operational.  See "Regulatory and Environmental Matters -
Public Utility Regulation."  This increase in power supply sources could put
further downward pressure on prices, but the potential price decreases may be
somewhat offset by an improvement in the region's economy and the retirement
of a number of the region's existing generating plants.
See "Electric Operations - Generation and Transmission."





6
SUMMARY

     To date,Transmission" for further information
on bulk supply transactions and for information on pending FERC proceedings
relating to transmission service.  All of the System has not been materially affected by competition,
and it does not foresee substantial adverse effect in the near future unless
the current regulatory structure or practice is substantially altered.  The
rate, service, business development and conservation initiatives described
above, portions of which are funded in base rates, plus other cost
containment efforts described below, have been adequate to date in retaining
customers, preventing fuel switching and attracting new customers at a level
sufficient to maintain the System's revenue and profit base and should have
significant positive effects in the next few years.  As noted above, however,
the DPUC has begun a retail wheeling investigation in Connecticut, and its
outcome is uncertain at this time.  In Massachusetts, retail wheeling
legislation is under consideration.  To date, no such initiatives are
underway in New Hampshire.  NU's subsidiaries benefit from a diverse retail
base, and the System has no significant dependance on any one customer or
industry.  The System's extensive transmission facilities and diversified
generating capacity position it to be a strong factor in the regional
wholesale power market for the foreseeable future.  The System's wholesale
power business should further cushion the financial effects of competitive
inroads within its service area.  The System believes that the corporate
reengineering process initiated in early 1994 and structural reorganization
effective January 1, 1994 should better position it to compete in the retail
and wholesale electric businesses intransactions of
CL&P, PSNH, WMECO, NAEC and HWP are subject to the future.jurisdiction of the FERC.

     For a discussion of certain FERC-regulated sales of power by CL&P, PSNH,
WMECO and HWP to other utilities, see "Electric Operations - Distribution and
Load."  For a discussion of sales of power by NAEC to PSNH, see "Rates -
Seabrook Power Contract."

                                      RATES

CONNECTICUT RETAIL RATES

     GENERAL

     CL&P's retail electric rate schedules are subject to the jurisdiction of
the DPUC.  Connecticut law provides that increased rates may not be put into
effect without the prior approval of the DPUC, which has 150 days to act upon
a proposed rate increase, with one 30-day extension possible.  If the DPUC
does not act within that period, the proposed rates may be put into effect
subject to refund.DPUC.  Connecticut law authorizes the
DPUC to order a rate reduction before holding a full-scale rate proceeding if it
finds that (i) a utility's earnings exceed authorized levels by one percentage
point or more for six consecutive months, (ii) tax law changes significantly
increase the utility's profits, or (iii) the utility may be collecting rates
that are more than just and reasonable.   The law requires the DPUC to give
notice to the utility and any customers affected by the interim decrease.   The
utility would be afforded a hearing.   If final rates set after a full rate
proceeding or court appeal are higher, customers would be surcharged to make up
the difference.

     1992-1993 CL&P RETAIL RATE CASE

     In December 1992, CL&P filed an application for rate relief with the
DPUC.  The updated request sought to increase CL&P's revenues by $344 million
or 15.4 percent in total over three years.  That increase incorporated
requested annual increases of $130 million, $104 million and $110 million
starting in May 1993.  As an alternative to the multi-year plan, CL&P also
proposed a one-time increase totaling about $280 million, or 13.9 percent.


7
     On June 16, 1993, the DPUC issued a decision (Decision)in CL&P's most recent rate case in June 1993
(1993 Decision) approving thea multi-year rate plan and providingthat provides for annual retail
rate increases of $46.0 million, or 2.01 percent, in July 1993, $47.1 million,
or 2.04 percent, in July 1994 and $48.2 million, or 2.06 percent, in July 1995.
 The total increase granted
of  $141.3 million, or 6.11 percent, is approximately 42 percent of CL&P's
updated request.

     In light of the State of Connecticut's concern over economic
development and industrial and commercial rates, one important aspect of the
Decision was that industrial and manufacturing rates will rise only about 1.1
percent anually over the three-year period.

     Other significant aspects of the Decision include the reduction of
CL&P's return on equity (ROE) from 12.9 percent  (CL&P had sought to continue
its ROE at that level) to 11.5 percent for the first year of the multi-year
plan, 11.6 percent for the second year and 11.7 percent for the third year;
recognitionrate increases were implemented as scheduled in CL&P's rates, by 1998, of non-pension, post-retirement benefit
cost accruals required under Statement of Financial Accounting Standards
(SFAS) No. 106; the identification of $49 million of prior fuel
overrecoveries and the use of that amount to offset a similar amount of the
unrecovered balance in CL&P's generation utilization adjustment clause
(GUAC); the reduction of CL&P's projected operating and maintenance expense
for contingency funding by approximately $53.6 million spread over three
years; and the deferral of cogeneration expenses projected for 1994 and 1995
and the future recovery of those deferred amounts (approximately $63 million
in total) plus carrying costs over five years beginning July 1, 1996.

     The Decision also required CL&P to allocate to customers $10 million
of after tax earnings from a $47.7 million property tax accounting change
made in the first quarter of 1993.  CL&P recorded this $10 million adjustment
as a reduction to second quarter net income.

     On August 2, 1993, two appeals were filed from the Decision.  CL&P
filed an appeal on four issues.  The second appeal was filed by the
Connecticut Office of Consumer Counsel (OCC) and the City of Hartford,
challenging the legality of the multi-year plan approved by the DPUC.  The
two appeals were consolidated.  CL&P moved to dismiss the appeal by the City
of Hartford and the OCC on jurisdictional grounds.  Oral arguments were held
on October 15, 1993 and February 14, 1994 on CL&P's motion to dismiss1994.  For more
information regarding the appeals challenging the multi-year rate plan.  It is not known when a
decision on CL&P's motion will be issued.  In addition, the Court rejected
(without prejudice to renewal) the City of Hartford's and the OCC's motion to
stay implementation of the second and third year of the rate plan pending the
outcome of their appeal.   The City of Hartford and the OCC could renew a
request for a stay following the outcome of their appeal.1993 Decision, see "Legal Proceedings."

     CL&P ADJUSTMENT CLAUSES

     CL&P has a fossil fuel and purchased power adjustment clause pursuant to
which CL&P, subject to periodic review by the DPUC, recovers or refunds
substantially all prudently incurred expenses and a GUACcredits applicable to its
retail electric rates.  In Connecticut, the DPUC is required to approve each
month the charges or credits proposed for the following month under the
fossil fuel adjustment clause.  These charges and credits are designed to
recover or refund changes in purchased power (energy) and fossil fuel prices
from those set in base rates.  Monthly fossil fuel charges or credits are
also subject to review and appropriate adjustment by the DPUC each quarter
after full public hearings.  The Connecticut clause allows CL&P to recover
substantially all prudently incurred fossil fuel expenses.rates on a current basis.

     CL&P's current retail electric base rate schedulesrates also assume that the nuclear units in which
CL&P has entitlements will operate at a 72 percent 8
composite capacity factor.  The GUACA
generation utilization adjustment clause (GUAC) levels the effect on rates of
fuel costs incurred or avoided due to variations in nuclear generation above and
below that performance level.  WhenBecause nuclear fuel is less expensive than any
other fuel utilized by the System, when actual nuclear performance is above the
specified level, net fuel costs are lower than the costs reflected in base
rates, and when nuclear performance is below the specified level, net fuel costs
are higher than the costs reflected in base rates.   At the end of aeach
twelve-month period ending July 31, of each year, with DPUC approval, these net variations from the costs
reflected in base rates are, with DPUC approval, generally refunded to or
collected from customers over the subsequent eleven-monthtwelve-month period beginning
September 1.

     This clause, however, does not permit automatic
collection from customers to the extent the capacity factor is less than 55
percent for the twelve-month period.  When and to the extent the annual
nuclear capacity factor is less than 55 percent, it is necessary for CL&P to
apply toOn January 5, 1994, the DPUC for permissionissued a decision ordering CL&P not to recover the additionalinclude
a GUAC amount in customers' bills through August 1994.  The DPUC found that CL&P
overrecovered its fuel expense.

     In the Decision, the DPUC disallowed recovery of $41.5 million, the
GUAC deferral balance associated with operation at a nuclear capacity factor
below 55 percentcosts during the 12-month1992-1993 GUAC period ending July 31, 1992.  Inand offset the
same Decision, the DPUC also disallowed $7.5 millionamount of the $96 million
deferral balance, representing operation at a nuclear capacity factor above
55 percent for that period, which had already been approved for collection
from customers through December 31, 1993.  The reason given foroverrecovery against the
disallowances was CL&P's $49 million overrecovery of fuel costs through base
rates and the fuel adjustment clauses for the period August 1991 to July
1992.

     The Decision also cut short the previously allowed recovery of
$96 million in GUAC deferrals by four months.  The DPUC ordered the remaining unrecovered GUAC balancebalance.  The effect of
$24.6 millionthe order was a disallowance of $7.9 million.  On March 4, 1994, CL&P appealed
this decision to be "trued-up" against the
deferral for the 1992-93 GUAC year.   As result of two previous prudence
decisions  imposing disallowances for outages at the nuclear unit (CY)
operated by the Connecticut Yankee Atomic Power Company (CYAPC)Hartford Superior Court and Millstone I, the DPUC also ordered CL&P to refund to customersexpects a total of
$5.1 milliondecision in the GUAC billing period beginning September  1, 1993.spring of
1995.

     In the most recent GUAC period, which ended July 31, 1993,1994, the actual level
of nuclear generating performance was 72.668.2 percent, resulting in a GUAC deferral
of $4.0$23.7 million to be credited tocollected from customers beginning in September 1993.  The GUAC rate filed by CL&P for the September 1993 - August
1994 GUAC billing period had five components:  the $7.5 million  disallowance
from the rate case, the $5.1 million of prudence disallowances, the $4.0
million credit deferral for the most recent GUAC period, and the $24.6
million debit of previously unrecovered GUAC deferrals, for a total of $7.9
million.

     On September 1, 1993, the DPUC issued an interim order setting a
GUAC rate of zero beginning September 1, 1993, subject to a proceeding to
consider further CL&P's GUAC rate for the period September 1, 1993 to July
31, 1994.  On
January 5,December 30, 1994, the DPUC issuedordered CL&P to collect from customers over the
ensuing eight months only $15.9 million of the $23.7 million GUAC deferral
accrued during the 1993-1994 GUAC year.  The DPUC disallowed $7.8 million of the
deferral, finding that CL&P had overrecovered that amount through base rate fuel
recoveries.  The DPUC further stated that it would follow a decision fixingsimilar course in
the future.  CL&P has also appealed this order.

     For the GUAC rate at zero through Augustyear ended July 31, 1995, CL&P expects to defer in excess of
$50 million of GUAC fuel costs for projected nuclear performance below 72
percent.  As of December 31, 1994, and disallowing recovery of $7.9CL&P has reserved $13 million through the GUAC.  The disallowance wasagainst this
amount based on a comparison of fuel
revenues with fuel expenses, in the August 1992 - July 1993 period.  On
January 24, 1994, CL&P requestedmethodology applied by the DPUC to clarify its January 5, 1994
decision with respect to future application of the GUAC.  Based on
management's interpretation of the January 5, 1994 decision, CL&P does not
expect that any future DPUC review using this methodology will have a
material adverse impact on its future earnings.  On March 4, 1994, CL&P
appealed the January 5in previous GUAC decision to Connecticut Superior Court.

9

     For the 1984-1991 GUAC periods, CL&P refunded more than $112 million
to its customers through the GUAC mechanism.  For the five months ended
December 31, 1993, the composite nuclear generation capacity factor was 66.7
percent.  For the full twelve-month period ending July 31, 1994, the factor
is projected to be approximately 74.7 percent.decisions.

     The DPUC has opened a docketconducted several reviews to reviewexamine the prudence of the 1992 outage
related to the Millstone 2 steam generator replacement project. Discovery and
filing of testimony is expected to continue through May 1994 and hearings, if
required, will be held in the summer of 1994.

     CL&P incurred approximately $88 million in replacementcertain
costs, including purchased power costs, associatedincurred in connection with Millstone outages thatat
various nuclear units located in Connecticut, which occurred during the period
October 1990 - February 1992.  These outages were the subjectThree of several separatethese prudence reviews conducted by the DPUC, three of which are either on
appeal or still pending at the DPUC.  On May 19, 1993, the DPUC issued a final decision allowing recovery
of costs related to the July 1991 shutdown of Millstone 3 caused by mussel-
fouling of the heat exchangers.  Approximately $0.9$92 million of replacement
power costs are at
issue.  The OCC has appealed that decision to the
Connecticut Superior Court.  

     On September 1, 1993, the DPUC issued a final decisionissue in the
prudence investigationthese remaining cases, some or all of outages at all four Connecticut nuclear plants
resulting from an erosion/corrosion-induced pipe rupture at Millstone 2 on
November 6, 1991.  The decision concluded that CL&P's management of its
erosion/corrosion program was reasonable and prudent and that expenses
incurred as a result of the outages, which total approximately $65 million
($51 million of which represents replacement power costs) for CL&P, should be
allowed.  The OCC has also appealed this decision to the Connecticut Superior
Court.

     The third ongoing prudence investigation involves a Millstone 3
outage caused by repairs to the service water piping in the fall of 1991. 
The OCC's witness filed testimony that, as a result of the DPUC's decision
finding that the concurrent mussel-fouling outage was prudent, and the fact
that the mussel-fouling outage continued at least as long as the service
water outage, there was no economic impact on ratepayers from the service
water outage.  On September  23, 1993, the DPUC suspended the service water
docket pending the outcome of OCC's appeal of the decision on the mussel-
fouling outage.  Approximately $26 million of replacement power costs are at
issue.  For further information on the shutdowns of Millstone units currently
under review by the DPUC, see "Electric Operations -- Nuclear Generation --
Millstone Units."

     Some portion of the replacement power costs reflected in the three
Millstone outages, as to which the DPUC has not completed its review or as to
which the DPUC's decision has been appealed, may be disallowed.
However,
managementManagement believes that its actions with respect to these outages have been prudent
and it does not expect the outcome of the prudence reviewsappeals to result in material
disallowances.  CL&P has recognized that it will not recover in rates approximately
$9.4 million in replacement power costs resulting from two other shutdowns at
Millstone 1:  one related to the unit's licensed operators failing
requalification exams and the other related to seaweed blockage at the intake
structure.
 
10

     CL&P owns 34.5 percent of the common stock of CYAPC, a regional nuclear
generating company.  During the 1987-1988 refueling outage, repairs were made
to CY's thermal shield.  During an extended 1989-1990 refueling outage, the
thermal shield was removed due to continued degradation.

     The DPUC reviewedFor further information on these outages.  In a report issued in 1990, the
DPUC's auditors concluded that the actions of CYAPC's personnel and its
contractors were reasonable with respect to the thermal shield's repair and
removal.  However, the auditors also concluded that the failure to clean the
entire refueling cavity during the 1987-1988 outage was the most likely cause
of debris leftprudence reviews, see "Nuclear
Performance" in the cavity that subsequently resulted in the additional
damage that was repaired during the 1989-1990 outage.

     In October 1992, the DPUC disallowednotes to NU's and CL&P's recovery of $3 million
in replacement power costs and $230,000 of related operating and maintenance
costs resulting from CY's 1989-1990 extended outage.  CL&P appealed the
DPUC's decision.  On December 2, 1993, the Connecticut Superior Court issued
a decision reversing the DPUC, in part, and upholding it in part.  The court
ruled in favor of CL&P by reversing the $230,000 disallowance and in favor of
the DPUC by upholding the $3 million disallowance of replacement power costs.

     
     The partial reversal in favor of CL&P was based on the principle of
federal preemption and is an important legal precedent for future CYAPC
matters.


     CONSERVATION AND LOADfinancial statements.

     DEMAND SIDE MANAGEMENT

     CL&P participates in a collaborative process for the development and
implementation of C&LMDSM programs for its residential, commercial and industrial
customers.  CL&P is allowed to recover conservation costs in excess of costs
reflected in base rates over periods ranging from 3.85 to 10 years.

     In September 1992,June 1994, the DPUC approvedissued an order approving a Conservation Adjustment
Mechanism (CAM) that allowsreduction in the
amortization period from eight years to 3.85 years for CL&P's 1994 DSM
expenditures, which will allow CL&P to recover C&LM costs to the extent not
recovered through current base rates.  The CAM authorized continued recoveryits total 1994 program budget of
C&LM costs$40 million over a ten-year period with a return on the unrecovered costs. 
In December 1992,3.85 years beginning in 1994.

     On October 31, 1994, CL&P filed an application with the DPUC for approval of
budgeted C&LM expenditures for 1993 of $47.5 million and a proposed CAM for
1993.  On April 14, 1993, the DPUC issued an order approving a new CAM rate,
which allows CL&P to recover $24 million of its budgeted $47 million C&LM
expenditures during 1993 and associated true-ups of past C&LM expenditures. 
The order also provided that any unrecovered expenditures would be recovered
over eight years.  CL&P's actual 1993 C&LM expenditures were approximately
$42.8 million.  The unrecovered C&LM costs at December 31, 1993 excluding
carrying costs were $116.2  million.

     On December 30, 1993, CL&P and the other participants in the
collaborative process filed an offer of settlement with the DPUC regarding
CL&P's 1994 C&LM1995 DSM expenditures, program designs, performance incentive mechanism
and lost fixed cost revenuefixed-cost recovery.  The settlementCL&P proposed a budget level of $39$36.7 million for
1994 C&LM1995 DSM expenditures and a reduction in thean amortization period for new expenditures from eight to 3.85of 3.93
years.  CL&P expects additional 1994 C&LM
expenditures of approximately $1 million for state facilities.  The DPUC began hearings on the proposed settlementbudget and programs during
MarchNovember 1994.  11CL&P's unrecovered DSM costs at December 31, 1994, excluding
carrying costs, which are collected currently, were approximately $116 million.

NEW HAMPSHIRE RETAIL RATES

     RATE AGREEMENT AND FPPAC

     NU acquired PSNH, the largest electric utility in New Hampshire, in
June 1992.  See "The Northeast Utilities System."  PSNH's 1989 Rate Agreement (Rate Agreement)with the State of New Hampshire provides the financial basis for the plan under which PSNH
was reorganized and became an NU subsidiary.  The Rate Agreement sets out a
comprehensive plan of retail rates for PSNH, providing for
seven base rate increases of 5.5 percent per year beginning in 1990 and a
comprehensive fuel and purchased power adjustment clause (FPPAC).  The first
of thesefive base retail rate increases was putwent into effect as scheduled and the remaining two
base rate increases will be put in January 1990.effect on June 1, 1995 and June 1, 1996,
concurrently with semi-annual adjustments in the FPPAC.  Political and economic
pressures, caused by historically high retail electric rates in New Hampshire,
may inhibit additional rate increases, including FPPAC increases, above 5.5
percent per year during the next two years, may lead to challenges to the Rate
Agreement in the future and may limit rate recoveries after the period for the
seven 5.5 percent increases has ended.  In accordance with the schedule for rate
increases under the Rate Agreement, PSNH increased its average retail electric
rates by about 5.5 percent in June 1994.

     The second rate increase took
placeFPPAC provides for the recovery or refund by PSNH, for the ten-year
period beginning on May 16, 1991, when PSNH reorganized as an interim, stand-alone
company;of the third rate increase occurred on June 1, 1992, just before NU's
acquisition of PSNH;difference between its actual prudent
energy and purchased power costs and the fourth rate increase went into effect on June 1,
1993.  The remaining three increases are to be placedestimated amounts of such costs
included in effectbase rates established by the Rate Agreement.  The FPPAC amount is
calculated for a six-month period based on forecasted data and is reconciled to
actual data in subsequent FPPAC billing periods.

     For the period December 1, 1993 through May 31, 1994, the NHPUC annually beginningapproved an
increase in the FPPAC rate which resulted in a 1.8% increase in overall base
rates.  For the period June 1, 1994 concurrentlythrough November 30, 1994, the NHPUC
approved an increase in the FPPAC rate consistent with an overall increase in
base rates of 5.5%   For the period December 1, 1994 through May 31, 1995, the
NHPUC approved a continuation of the current FPPAC rate.  This rate treatment
allowed PSNH to limit overall rate increases in 1994 to a level that did not
exceed 5.5%, while maintaining an FPPAC rate level sufficient to collect the
Seabrook refueling costs over four periods through rates by the end of November
30, 1995.  The FPPAC rate is not expected to increase in 1995.

     The costs associated with purchases by PSNH from certain NUGs at prices
over the level assumed in rates and a portion of the payments to New Hampshire
Electric Cooperative, Inc. (NHEC) for PSNH's buyback of NHEC's Seabrook
entitlement are deferred and recovered through the FPPAC over ten years.  As of
December 31, 1994, NUG and NHEC deferrals totaled approximately $174 and $20.3
million, respectively.

     Under the Rate Agreement, PSNH has an obligation to use its best efforts to
renegotiate burdensome purchase power arrangements with 13 specified NUGs that
were selling their output to PSNH under long term rate orders.  In general, PSNH
has been attempting to exchange present cash payments for relief from high-cost
purchased power obligations to the NUGs, with such payments and an associated
return being recoverable from customers over a future amortization period.  For
more information regarding the Rate Agreement, see "PSNH Rate Agreement" in the
notes to NU's and PSNH's financial statements.

     On April 19, 1994, the NHPUC approved new purchase power agreements with
five hydroelectric NUGs.  These agreements were effective retroactive to January
1993.  Management anticipates that the initial decrease in payments to these
NUGs during a year with normal water flow will average approximately 14 percent
or $1.4 million per year.  PSNH will flow the savings resulting from these new
agreements through the FPPAC to its customers.  The first of these new power
purchase agreements will expire in 2022.  The NHPUC deferred action on whether
PSNH had exercised its best effort to renegotiate the agreements.

     In addition, PSNH has been involved in negotiations with eight wood-fired
NUGs.  On September 23, 1994, the NHPUC approved settlement agreements with two
wood-fired NUGs covering approximately 20 MW of capacity.  Pursuant to the
settlement agreements, PSNH paid the owners approximately $40 million in
exchange for the cancellation of the rate orders under which these NUGs sold
their entire output at rates in excess of PSNH's replacement power costs.  These
NUGs also agreed not to compete with PSNH or other NU subsidiaries.   Under New
Hampshire legislation passed in May 1994, PSNH and the remaining six wood-fired
NUGs were directed to continue negotiations concerning their power sales
arrangements.  Absent successful negotiations, the parties were directed to
enter into a mediation process to be completed by November 14, 1994.  The
legislation required the parties to attempt to agree on a settlement under which
the payments PSNH made for the NUGs' power would be lowered but the plants would
continue to operate. At a January 4, 1995 status hearing, the NHPUC directed
further mediation to take place with a semi-annual adjustmentrepresentative from the State of New
Hampshire assisting the parties. Only one agreement emerged from the mediation
process, which calls for a payment of $52 million in return for a substantial
reduction in the FPPAC.rates charged to PSNH.  This agreement was filed with the NHPUC
in February 1995.

     The Rate Agreement also provides for the recovery by PSNH through rates of
a regulatory asset, which is the aggregate value placed by PSNH's reorganization
plan on PSNH's assets in excess of the net book value of PSNH'sits non-Seabrook assets
and the value assigned to Seabrook.   The unrecovered balance of the regulatory
asset at December 31, 1994 was approximately $679 million.  In accordance with
the Rate Agreement, approximately $265$204 million of the remaining regulatory asset
is scheduled to be amortized and recovered through rates by 1998, and the
remaining amount, approximately  $504$475 million, is scheduled to
bebeing amortized and recovered
through rates by 2011.  PSNH is entitled toearns a return each year on the unamortized portion
of the asset.  The unrecovered
balanceFor more information regarding PSNH's recovery of thethis regulatory
asset at December 31, 1993 was approximately
$769.5 million.   In order to provide protection from significant variations
from the costs assumedafter 1997, see "Regulatory Asset-PSNH" in the base rates over the period of the seven base
rate increases (Fixed Rate Period), the Rate Agreement established a return
on equity (ROE) collarnotes to prevent PSNH from earning an ROE in excess of an
upper limit or below a lower limit.  To date, PSNH's ROE has been within the
limits of the ROE collar.

     The FPPAC provides for the recovery or refund by PSNH, for the ten-
year period beginning on May 16, 1991, of the difference between the actual
prudent energyNU's financial
statements and purchased power costs and the costs included in base
rates.  The rate is calculated for a six-month period based on forecasted
data and is reconciled to actual data in subsequent FPPAC billing periods. 
PSNH costs included"Regulatory Asset" in the FPPAC calculation are the cost of fuel used at its
generating plants and purchased power, energy savings and support payments
associated with PSNH's participation in the Hydro-Quebec arrangements, the
Seabrook Power Contract costs billed to PSNH from NAEC, NEPOOL Interchange
expense and savings, fifty percent of the joint dispatch energy expense
savings resulting from the combination of PSNH and the System companies as a
single pool participant, purchased capacity costs associated with other
System power and unit contract capacity purchases excluding the Yankee
nuclear companies and the cost to amortize capital expenditures for, and to
operate, environmental or safety backfits or fuel switching.  The FPPAC also
provides for the recovery of a portion of the payments made currently to
qualifying facilities and a portion of the costs associated with the PSNH
buyback of the New Hampshire Electric Cooperative, Inc. (NHEC) entitlement in
Seabrook.  For information on NHEC's 1991 filing for bankruptcy and its
subsequent reorganization, see "Rates - Wholesale Rates."  The balance of the
current payments to qualifying facilities, representing a part of the
payments made currently to eight specific small power producers (SPPs), are
deferred each year and amortized and recovered over the succeeding ten years.

12
     A portion of the current payments to NHEC is also deferred and will be
recovered either through the FPPAC during the fixed rate period or through
base rates after the fixed rate period.  Recovery of the NHEC deferral
through the FPPAC occurs only if the FPPAC rate is negative; in such
instance, deferred NHEC costs would be recovered to the extent required to
bring the FPPAC rate to zero.  From June to November 1992, the FPPAC rate,
which would otherwise have been negative, was set at zero, and some NHEC
deferrals were amortized.  The operation of the FPPAC during this period
resulted in an overrecovery, which was also netted against NHEC deferrals in
December 1992 and March 1993.  As of December 31, 1993, SPP and NHEC
deferrals totaled approximately $107.6 and $14.8 million, respectively.

     Under the Rate Agreement, PSNH has an obligation to use its best
efforts to renegotiate the purchase power arrangements with 13 specified SPPs
that were selling their output to PSNH under long term rate orders. 
Agreements have been reached with all five of the hydroelectric facilities
under which the rates PSNH pays for their output would be reduced but the
term of years for sales from the hydro producers would be extended by five
years.  The NHPUC held a hearing concerning these agreements on February  25,
1994.  PSNH has also reached agreements with three of the eight wood-fired
qualifying facilities with long term rate orders.  Under each agreement, PSNH
would pay each operator a lump sum in exchange for canceling the operator's
right to sell its output to PSNH under rate orders.  The total payment to the
three operators would be approximately $91.8 million (covering approximately
35 MW of capacity).  The three wood operators' agreements will be considered
in hearings before the NHPUC in late spring 1994.  PSNH is unable to predict
if any or all of these agreements will be consummated.


     Although the Rate Agreement provides an unusually high degree of
certainty about PSNH's future retail rates, it also entails a risk if sales
are lower than anticipated, as they were in 1991 and 1992, or if PSNH should
experience unexpected increases in its costs other than those for fuel and
purchased power, since PSNH has agreed that it will not seek additional rate
relief before 1997, except in limited circumstances.  Even if allowed under
the Rate Agreement, any additional increases above 5.5 percent per year are
subject to political and economic pressures that tend to limit overall retail
rate increases, including FPPAC increases.

     In accordance with the Rate Agreement, PSNH increased its average
retail electric rates by about 4.5 percent in June 1993 and by 1.8 percent on
December 1, 1993.  The 4.5 percent increase in June resulted from the
combined effect of decreasing to $.00110 per kilowatthour the FPPAC charge at
the same time that (1) the fourth of the seven increases in base electric
rates of 5.5 percent and (2) a temporary increase associated with recently
enacted legislation associated with the settlement of the Seabrook tax suit
described below took effect.  The decrease in the FPPAC charge also reflected
lower costs paid by PSNH through the Seabrook Power Contract for Seabrook
property tax imposed on NAEC.  The December 1993 increase resulted from an
increase in the FPPAC rate.

     In its decision on the June 1, 1993 increase, the NHPUC disallowed
replacement power costs for three Seabrook outages totalling about $0.4
million.  On August 16, 1993, the NHPUC affirmed its decision to disallow
that amount.  In the August 16 decision, the NHPUC also rejected a request by
the New Hampshire Office of Consumer Advocate (OCA) to allow access to
certain confidential, self-critical documents generated at Seabrook station
by plant personnel following outages and power reductions.  PSNH has been
providing summary analyses of the circumstances surrounding outages; however,
it declined to provide the original self-critical documents in an effort to
13
maintain an atmosphere in which employees would be encouraged to report and
comment on all possible problems.  The OCA filed an appeal of the NHPUC's
decision on its request for access to these documents with the New Hampshire
Supreme Court on November 16, 1993.  On February 8, 1994, the court accepted
the appeal.

     On September 14, 1993, PSNH filed a request for an increase in its
FPPAC rate for the period December 1, 1993 through May 31, 1994.  The
increase of one percent of the average retail rate was expected to produce
less than the revenues necessary to cover PSNH's FPPAC costs over these six
months, a period during which Seabrook will undergo a two-month refueling
outage.  PSNH waived its right to immediate collection and proposed to defer
about $13 million of FPPAC costs for later collection in order to limit its
total rate increases for 1993 to 5.5 percent.  Hearings on the FPPAC rate
request were held on November 9 and 10, 1993.  On November 29, 1993, the
NHPUC approved a higher FPPAC rate than the rate requested by PSNH.  The
increase was 1.8 percent higher than rates previously in effect and allowed
PSNH to recover a deferral of $10.5 million over a twelve month period
beginning June 1, 1994, which ends prior to the next scheduled Seabrook
refueling outage.

     In its June 1992 decision concerning PSNH's FPPAC rate, the NHPUC
had determined that PSNH should not be entitled to recover approximately $1.3
million with respect to wholesale power agreements with two New England
utilities.  Also, the NHPUC had questioned the prudence of a series of short
term contractual agreements (SWAP Agreements) for energy and capacity
exchanges entered into between the System and PSNH prior to the merger and
the allocation of savings resulting from the SWAP Agreements.  In November
1992, PSNH entered into proposed settlements with the NHPUC staff and the OCA
to settle these issues.  The settlements proposed disallowances of
approximately $500,000 for the two wholesale power agreements and $250,000
for the SWAP Agreements.  On March 23, 1993, the NHPUC approved the
settlements.


     SETTLEMENT OF THE SEABROOK TAX SUIT

     On April 16, 1993, the Governor of New Hampshire signed into law
legislation that implemented the settlement of a suit concerning property tax
on Seabrook station (the Seabrook Tax) that was filed with the United States
Supreme Court by Attorneys General of Connecticut, Massachusetts and Rhode
Island.  The legislation made various changes to New Hampshire tax laws,
resulting in taxes of approximately $5.8 million to be paid by NU on a
consolidated basis in each of 1993 and 1994 and $3.0 million in 1995, a
reduction from the $9.5 million paid by NU on a consolidated basis in 1992. 
Of such amounts to be paid, CL&P's portion will be approximately $0.6 million
in each of 1993 and 1994 and approximately $0.3 million in 1995 and NAEC's
portion will be approximately $5.2 million in each of 1993 and 1994 and
approximately $2.7 million in 1995.

     MEMORANDUM OF UNDERSTANDING 
 
     On May 6, 1993, PSNH, NAEC, NUSCO and the Attorney General of the
State of New Hampshire entered into a Memorandum of Understanding
(Memorandum) relating to certain issues which had arisen under the Rate
Agreement.  In part, the issues addressed relate to the enactment of the
legislation implementing the settlement of the Seabrook Tax lawsuit. 
Pursuant to the Memorandum, tax changes imposed by the legislation will not
increase PSNH's overall ratepayer charges, but will be reflected in PSNH
rates pursuant to the Rate Agreement through offsetting adjustmentsnotes to PSNH's 14
base rates and FPPAC charges.  On June 1, 1993, PSNH put into effect a
temporary increase of $0.00074 per kilowatthour in base rates designed to
recover the increased costs associated with the enactment of the legislation.

A corresponding decrease in the FPPAC costs collected after June 1, 1993
offset the base rate increase.  The FPPAC decrease reflected the reduction of
the Seabrook property tax resulting from the legislation.

     The Memorandum also addresses the implementation of new accounting
standards imposed by SFAS 106 and SFAS 109.  The Memorandum establishes the
method of accounting under SFAS 106 for employees' post-retirement benefits
other than pensions for PSNH ratemaking purposes.  Under SFAS 109, companies
may recognize as a deferred tax asset the value of certain tax attributes. 
The Memorandum provides for the establishment of a regulatory liability
attributable to significant net operating loss carryforwards and establishes
that such liability should be amortized over a six-year period beginning on
May 1, 1993.

     Other provisions of the Memorandum cover:

     NAEC's acquisition of the Vermont Electric Generation and Transmission
Cooperative's (VEG&T) 0.41259% interest in Seabrook for approximately
$6.4 million and NAEC's sale of the output to PSNH.  All necessary regulatory
approvals for NAEC's acquisition have been  received and NAEC acquired
VEG&T's interest on February 15, 1994.  The Rate Agreement will be amended to
ensure that this acquisition will not impact PSNH rates during the fixed rate
period.

     The Rate Agreement's ROE collar floor provisions were amended to provide
for the adjustment by PSNH of its revenue received from James River
Corporation and Wausau Papers of New Hampshire by the amount of the demand
charge discount previously approved by the NHPUC.

     The Rate Agreement was also amended to provide that any adjustments to
the amount of PSNH's liability under the Seabrook Power Contract to reimburse
NAEC for payments to the Seabrook Nuclear Decommissioning Financing Fund (a
fund administered by the State of New Hampshire to finance decommissioning of
Seabrook) will be recovered through adjustments to PSNH's base rates;
however, such adjustments will not be subject to the annual 5.5 percent
increases established under the Rate Agreement.  See "Electric Operations -
Nuclear Generation - Decommissioning" for further information on
decommissioning costs for Seabrook station and other nuclear units that the
System owns or participates in.

     On May 11, 1993, PSNH and the State of New Hampshire filed a petition
with the NHPUC seeking approval of the Memorandum.  As required for
implementation, PSNH's lenders approved the Memorandum.  The NHPUC hearing on
the petition seeking approval of the Memorandum and a request to make the
June 1, 1993, temporary base rate increase permanent was held on December 2,
1993.  PSNH entered into a stipulation with the NHPUC staff and the OCA which
modified the Memorandum slightly, clarifying terms of the NAEC power contract
applicable to the VEG&T interest in Seabrook.  The NHPUC approved the
Memorandum as modified by the stipulation, the permanent base rate increase
and the Third Amendment to the Rate Agreement on January 3, 1994.

     As a result of the approval of the Memorandum, PSNH's earnings in 1993
increased by $10 million.   The cumulative impact of the issues resolved by
the Memorandum is not expected to have a significant impact on PSNH's future
earnings.

15financial statements.

     SEABROOK POWER CONTRACT

     PSNH and NAEC entered into the Seabrook Power Contract (Contract) onin June 5,
1992.  Under the terms of the Contract, PSNH is obligated to purchase NAEC's
initial 35.56942% ownership share of the capacity and output of Seabrook 1 for
the term of Seabrook's NRC operating license and to pay NAEC's "cost of service"
during this period, whether or not Seabrook 1 continues to operate.  NAEC's cost
of service includes all of its prudently incurred Seabrook-relatedSeabrook 1-related costs,
including maintenance and operation expenses, cost of fuel, depreciation of
NAEC's recoverable investment in Seabrook 1 and a phased-in return on that
investment.  The payments by PSNH to NAEC under the Contract constitute
purchased power costs for purposes of the FPPAC and are recovered from customers
under the Rate Agreement.  Decommissioning costs are separately collected by
PSNH in its base rates.  See "Rates - New Hampshire Retail Rates - Rate
Agreement and FPPAC" for information relating to the Rate Agreement.  At
December 31, 1994, NAEC's net utility plant investment in Seabrook 1 was
approximately $718 million.

     If Seabrook 1 iswere retired prior to the expiration of the Nuclear
Regulatory Commission (NRC)its NRC operating
license term, NAEC willwould continue to be entitled under the Contract to recover
its remaining Seabrook investment and a return ofon that investment and its other
Seabrook-related costs for 39 years, less the period during which Seabrook 1 has
operated.  At December 31,
1993, NAEC's net utility plant investment in Seabrook 1 was $732 million.

     The Contract provides that NAEC's return on its "allowed investment" in
Seabrook 1 (its investment in working capital, fuel, capital additions after the
date of commercial operation of Seabrook 1 and a portion of the initial investment) is
calculated based on NAEC's actual capitalization from
time to time over the term of the Contract,
its actual debt and preferred equity costs, and a common equity cost of 12.53
percent for the first ten years of the Contract, and thereafter at an equity
rate of return to be fixed in a filing with the FERC.  The portion of the
initial investment which is included in the "allowed investment" was 20 percent for the twelve months
commencingallowed investment has increased
annually since May 16, 1991 increasing by 20 percent in the second year and by
15 percent in each of the next four years, resulting inwill reach 100 percent in the
sixth and each succeeding year.by 1997.  As of December 31,
1993, 551994, 70 percent of the initial investment was included in rates.

     NAEC is entitled to earn a deferred return on the portion of the initial
investment not yet phased into rates.  The deferred return on the excluded
portion of the initial investment, will be recovered, together with a return on it, beginningwill be
recovered between 1997 and 2001.  At December 31, 1994, the amount of this
deferred return was $131.5 million.  For additional information regarding the
Contract and a similar contract, which involves NAEC's acquisition of Vermont
Electric Generation and Transmission Cooperative, Inc.'s ownership interest in
Seabrook, see "Seabrook Power Contract" in the first year afternotes to PSNH's Fixed Rate Period, and will
be fully recovered prior to the tenth anniversary of PSNH's reorganization
date.

     Effective February 15, 1994, NAEC also owns the 0.41259% share of
capacity and output of Seabrook it purchased from VEG&T.  NAEC sells that
share to PSNH under an agreement that has been approved by FERC and is
substantially similar to the Contract; however, the agreement does not
provide for a phase-in of allowed investment and associated deferrals of
capital recovery.financial
statements.

MASSACHUSETTS RETAIL RATES

     GENERAL

     WMECO's retail electric rate schedules are subject to the jurisdiction of
the DPU.  The rates charged under HWP's contracts with industrial customers are
not subject to the ratemaking jurisdiction of any state or federal regulatory
agency.

     16
     Massachusetts law allowsOn May 26, 1994, the DPU to suspendapproved a proposed rate increase
for up to six months.  If the DPU does not act within the suspension period,
the proposed rates may be put into effect.

     Under present rate-making standards, the DPU allows few adjustments to
historic test year expenses to reflect the conditions anticipated by a
company during the first year amended rate schedules are to be in effect. 
The principal adjustments that are permitted are inflation adjustments to
historic test year non-fuel operation and maintenance expenses.  Rate base is
based on test year-end levels, and capital structure is based on test
year-end levels adjusted for known and measurable changes.  Current DPU
practices permit WMECO to normalize most income tax timing differences.

     In Holyoke, Massachusetts, where HWP and Holyoke Gas and Electric
Department, a municipal utility, operate side-by-side, approximately 30 HWP
industrial customers sought bids as a group in 1993 for future electric
service.  HWP retained the load and has a 10-year contract, at substantially
lower rates than in the past, to supply the group.

     WMECO REGULATORY ACTIVITY

     In December 1991, WMECO filed an application with the DPU for a retail
rate increase of approximately $36 million or 9.1 percent.  In April 1992,settlement offer from WMECO and the
Massachusetts Attorney General filedthat, among other things, provided that:  (1) all
pending WMECO generating unit performance review proceedings regarding unit
outages from mid-1987 through mid-1993 would be terminated without findings; (2)
WMECO's customers' overall bills will be reduced by approximately $13.3 million
over the 20-month period June 1, 1994 to January 31, 1996; (3) WMECO will not
file for increased base rates effective before February 1, 1996; (4) WMECO will
amortize post-retirement benefits other than pensions costs over a partialthree-year
period starting July 1, 1994; and (5) WMECO will offer a five percent rate
reduction to its largest customers who agree not to self-generate or take
electricity from another provider for five years.  The settlement agreementdid not have a
significant adverse impact on WMECO's 1994 earnings.

     DEMAND SIDE MANAGEMENT

     In 1992, the DPU established a conservation charge (CC) to be included in
WMECO's customers' bills.  The CC includes incremental DSM program costs above
or below base rate recovery levels, lost fixed cost recovery adjustments, and
the provision for approval bya DSM incentive mechanism.  On January 21, 1994 the DPU.  Also in April 1992,DPU
approved a settlement agreement on WMECO's C&LM program budget was filed with the DPU jointly byoffer from WMECO, the Massachusetts Attorney General, the
Massachusetts Division of Energy Resources (DOER), the Conservation Law
Foundation Inc. (CLF) and the DPU's
Settlement Intervention Staff.  The settlement agreement covered WMECO's C&LM
program through 1993 and included an annual budget of $17 million for both
years.  The parties also agreed that all expenditures and other charges
relating to C&LM would be collected through a conservation charge (CC). 

     In May 1992, the DPU accepted the WMECO retail rate case and the C&LM
settlement agreements.  As a result, WMECO's annual retail rates increased by
$12 million, or three percent, on July 1, 1992, and by a further $11 million,
or 2.7 percent, on July 1, 1993.  In June 1992, the DPU resolved the remaining
issues in the rate case filed in December 1991, when it issued an order on
WMECO's rate design.  The DPU order required the first and second year base
revenue increases to be allocated so that all classes contribute the same
percentage increase.

     In July 1992, the DPU approved an amended settlement agreement for 1992
and 1993 C&LM programs that established a CC that promoted rate stability by
spreading the costs and subsequent recovery of 1992 and 1993 C&LM programs
over the 18-month period from July 1, 1992 through December 31, 1993.  The CC
includes incremental C&LM program costs above or below base rate recovery
levels, C&LM fixed cost recovery adjustments, and the provision for a C&LM
incentive mechanism.  In January 1993, WMECO filed with the DPU a request to
reduce the CC rate by an aggregate of $3 million in 1993.  On February 5,
1993, the DPU directed WMECO to file a revised CC to be effective on March 1,
1993 based on actual 1992 expenditures and the preapproved 1993 budget.  The
DPU approved the new CC on February 26, 1993.  A motion for reconsideration
was filed by certain of the parties to the original settlement.  The DPU
rejected that motion on July 9, 1993.  WMECO filed for approval of a new CC
on February 2, 1994.  The DPU held a hearing on the proposed new CC on
February 18, 1994. 



17
     In October 1992, the DPU approved an Integrated Resource Management
(IRM) settlement agreement that had been proposed  by WMECO, the Attorney
General, CLF, DOER and the Massachusetts Public Interest Research Group (MASSPIRG)
concerning WMECO's IRM.  The settlement required WMECO to submit
its C&LM programs for 1994, 1995 and a portion of 1996 for approval by the
DPU prior to October 1993, and to file its next IRM draft initial filing on
January  3, 1994.  The settlement also requires WMECO to prepare a
competitive resource solicitation at least six months before its C&LM filing
for any new C&LM programs it proposes.

     On March 16, 1993 WMECO filed a motion with the DPU to request authority
to eliminate the separate (and higher) rates for residential electric heating
customers by placing those customers on the same rates as the residential
non-electric heating customers.  WMECO proposed this change in order to be
more competitive and to stem its losses of electric heating customers.  On
April 30, 1993, the DPU denied WMECO's request to eliminate the separate
rates for residential electric heating customers but reduced the customer and
energy charges for the electric heating customers to equal the comparable
charges for non-electric heating customers.

     In November 1993, WMECO submitted its C&LM filing required in the
settlement of the IRM proceeding, along with a settlement offer from WMECO,
the Attorney General, DOER, CLF and MASSPIRG.  The settlement offer
incorporated preapproved C&LMpre-approving DSM funding levels for 1994 and 1995 of $14.2 million and $15.8
million, respectively.  The settlement also provides for thecost recovery
of lost fixed revenueadjustments and a bonusan incentive mechanism if certain implementation objectives are
met.

     In a subsequent proceeding, the DPU established a CC for each rate class at
least through 1994 (and ordered deferred recovery of conservation-related costs
in connection with two rate classes) and examined the level of conservation
savings delivered by WMECO programs in prior years (and disallowed certain
claimed conservation savings).  On January 21, 1994,11, 1995, the DPU approvedinitiated hearings
to set CCs for 1995, review the settlement. 


     On January 3, 1994, WMECO submitted its next draft initial IRM filing
required byclaimed level of conservation savings delivered
and review the October 1992 settlement to the DPU.  The filing indicates the
System does not need additional resources until at least the year 2007 and,
therefore, WMECO does not intend to issue any solicitationmechanism for additional
resources anytimedetermining lost fixed-cost recovery.  Recently, in
the foreseeable future.  WMECO is presently
participating in settlement discussions concerning this IRM filing.  Should
no settlement be reached, WMECO is scheduled to submit its initial IRM
filing toproceedings involving two other utilities, the DPU changed its policy to limit
recovery of lost revenues due to implementation of conservation measures to a
fixed period.  If such a policy is implemented for WMECO, WMECO could lose
several millions of dollars of revenues starting in April 1994.1996 and possibly as early
as 1995.  Further hearings for WMECO's docket are scheduled for March 1995.
Management cannot predict when the DPU will issue a decision in this case.

     WMECO FUEL ADJUSTMENT CLAUSE AND GENERATING UNIT OPERATING PERFORMANCE

     In Massachusetts, all fuel costs are collected on a current basis by means
of a forecasted quarterly fuel clause.  The DPU must hold public hearings before
permitting quarterly adjustments in WMECO's retail fuel adjustment clause.  In
addition to energy costs, the fuel adjustment clause includes capacity and
transmission charges and credits that result from short-term transactions with
other utilities and from the operation of the Northeast Utilities Generation and
Transmission Agreement (NUG&T).  The NUG&T is the FERC-approved contract among
the System operating companies, other than PSNH, that provides for the sharing
among the companies ofon a system-wide basis costs of generation and transmission
and serves as the basis for planning and operating the System's bulk power
supply system on a unified basis.

     Massachusetts law establishes an annual performance program related to fuel
procurement and use, and requires the DPU to review generating unit performance
and related fuel costs if a utility fails to meet the fuel procurement and use
performance goals set for that utility.  Goals are
established for equivalent availability factor, availability factor, capacity
factor, forced outage rate and heat rate.  Fuel clause revenues collected in18
Massachusetts are subject to potential refund, pending the DPU's examination of
the actual performance of WMECO's generating units.

     Currently pending before the DPU are investigations into the
performance of WMECO's generating units for the 12-month periods ending
May 31, 1992 and May 31, 1993.  The DPU held a hearing on February 1, 1994 on
WMECO's non-nuclear performance for the 12-month period ending May 31, 1992. 
Except for the order concerning CYAPC discussed below, the DPU has completed
investigations of, but not yet issued decisions reviewing WMECO's actual
generating unit performance for the program years between June 1987 and May
1991.   

    The DPU has consistently set performance goals for generating units
that are not wholly-owned and operated by the company whose goals are being
set.   The DPU has found that
possession of a minority ownership interest in a generating plant does not
relieve a company of its responsibilities for the prudent operation of that
plant.  Accordingly, the DPU has established goals, as discussed above, for the
three Millstone units and for the three regional nuclear generatingoperating units (the
Yankee plants) in which WMECO has minority
ownership interests.

     The total amount of WMECO retail replacement power costs attributableSubsequent to the major outages in the 1991 performance year -- the Millstone 3 July 1991
outage (mussel-fouling and service water), the Millstone 1 October 1991
outage (operator requalification examinations)May 26, 1994 settlement between WMECO and the November 1991 outages
to perform pipe inspections, analysis and repair -- is approximately $17
million.  In December 1992, WMECO notifiedDPU, the
DPU initiated a review of WMECO's 1993-1994 generating unit performance.
Hearings have not begun in that proceeding and it will forego
recovery of $1.2 million in replacement power costs associated with the
October 1991 Millstone 1 operator requalification examination outage.  The
total amount of WMECO retail replacement power costs attributable to outages
in the 1992-1993 performance year is approximately $17 million. Management
believes that some portion of these replacement power costs may be subject to
refund upon completion of the DPU's performance program reviews.  However,
management believes that its actions with respect to these outages have been
prudent and does not expect the outcome ofknown when the DPU review to havemay
issue a material
adverse impact on WMECO's future earnings.

     In September 1992, the DPU issued a partial order pertaining to CY's
extended 1989-1990 refueling outage (discussed above), disallowing the
recovery of $0.6 million of incremental replacement power costs that could be
attributable to the outage.  WMECO filed a motion for reconsideration with
the DPU in the same month, which motion is pending before the DPU. 


WHOLESALE RATES

     CL&P currently furnishes firm wholesale electric service to one
Connecticut municipal electric system.  PSNH serves NHEC, three New Hampshire
municipal electric systems and one investor-owned utility in Vermont.  HWP
and its wholly-owned subsidiary, Holyoke Power and Electric Company, serve
one Massachusetts municipal electric system.  WMECO serves one New York
investor-owned electric utility.  The System's 1993 firm wholesale load was
approximately 275 megawatts (MW).  In 1993, firm wholesale electric service
accounted for approximately 2.5 percent of the System's consolidated electric
operating revenues (approximately 1.2 percent of CL&P's operating revenue,
6.0 percent of PSNH's operating revenue, 0.1 percent of WMECO's operating
revenue and 21.5 percent of HWP's operating revenue).

     NHEC, PSNH's largest customer, representing 5.9 percent of its revenues
for 1993, filed a petition for reorganization in 1991 under Chapter 11 of the
19
United States Bankruptcy Code.  A plan of reorganization for NHEC, which was
confirmed by the Bankruptcy Court in March 1992 and became effective on
December 1, 1993, resolves a series of disputes between PSNH and NHEC and
provides for PSNH to continue to serve NHEC.  The contract covering this
continued service has been filed with and accepted by FERC. 

     In addition to firm service, the System engages in numerous other bulk
supply transactions that reduce retail customer costs, at rates that are
subject to FERC jurisdiction, and it transmits power for other utilities at
FERC-regulated rates.  See "Electric Operations - Generation and
Transmission" for further information on those bulk supply transactions and
for information on pending FERC proceedings relating to transmission service.
All of the wholesale electric transactions of CL&P, PSNH, WMECO, NAEC and HWP
are subject to the jurisdiction of the FERC.  

     For a discussion of certain FERC-regulated sales of power by CL&P, PSNH,
WMECO and HWP to other utilities, see "Electric Operations -- Distribution
and Load."  For a discussion of sales of power by NAEC to PSNH, see "Rates -
Seabrook Power Contract."  For a discussion of the effects of competition on
the System, see "Competition and Marketing." 







































20decision.


                                 RESOURCE PLANS

CONSTRUCTION

     The System's construction program expenditures, including allowance for
funds used during construction (AFUDC), in the period 19941995 through 19981999 are
estimated to be as follows:

                      1994     1995    1996    1997    1998    (Millions of Dollars)
PRODUCTION1999
                                   (Millions)

CL&P                  . . . . .       $ 60.9    $54.5   $44.3    $41.5   $39.6$148    $136    $144    $145     $145

PSNH                    . . . . .         10.5      7.0    13.3      8.7    15.851      36      32      39       39

WMECO                   . . . .         17.3     13.5    10.1      9.3    17.436      28      29      39       39

NAEC                     . . . . .          8.2      8.5     8.3      7.0     5.8
   Other  . . . .         16.2      3.0     2.0      0.7     0.5
    System Total .       113.1     86.5    78.0     67.2    79.1

SUBSTATIONS AND 
TRANSMISSION LINES
   CL&P . . . . .         12.2      9.4    11.6     12.3    14.6
   PSNH . . . . .          3.0      6.9     9.9      6.1     6.7
   WMECO. . . . .          0.8      0.4     0.5      0.8     1.3
   NAEC . . . . .          0.0      0.0     0.0      0.0     0.0
   Other  . . . .          0.0      0.0     0.0      0.0     0.0
     System Total         16.0     16.7    22.0     19.2    22.6

DISTRIBUTION OPERATIONS
   CL&P . . . . .         76.1     78.8    80.9     84.1    85.5
   PSNH . . . . .         22.0     11.7    10.6     14.5    14.2
   WMECO. . . . .         17.4     19.3    17.3     17.2    18.7
   NAEC . . . . .          0.0      0.0     0.0      0.0     0.0
   Other  . . . .          0.4      0.2     0.2      0.2     0.2
    System Total         115.9    110.0   109.0    116.0   118.6

GENERAL
   CL&P . . . . .          8.6      8.8     7.2      5.8     5.1
   PSNH . . . . .          2.0      3.3     1.9      2.4     2.0
   WMECO  . . . .          2.0      2.1     1.9      1.5     1.3
   NAEC . . . . .          0.0      0.0     0.0      0.0     0.0
   Other  . . . .          9.9      7.4     7.8      9.8     9.8
    System Total          22.5     21.6    18.8     19.5    18.25       8       7       6        6

OTHER                   14      10      10      10       10
                      ----    ----    ----    ----     ----


TOTAL                 CONSTRUCTION
   CL&P . . . . .        157.8    151.5   144.0    143.7   144.8
   PSNH . . . . .         37.5     28.9    35.7     31.7    38.7
   WMECO  . . . .         37.5     35.3    29.8     28.8    38.7
   NAEC . . . . .          8.2      8.5     8.3      7.0     5.8
   Other  . . . .         26.5     10.6    10.0     10.7    10.5
    System Total        $267.5   $234.8  $227.8   $221.9  $238.5$254    $218    $222    $239     $239
                      ====    ====    ====    ====     ====

     The construction program data shown above include all anticipated capital
costs necessary for committed projects and for those reasonably expected to
become committed, regardless of whether the need for the project arises from
environmental compliance, nuclear safety, improved reliability or other causes.
 21The construction program's main focus is maintaining and upgrading the existing
transmission and distribution system, as well as nuclear and fossil-generating
facilities.

     The construction program data shown above generally include the anticipated
capital costs necessary for fossil generating units to operate at least until
their scheduled retirement dates.  Whether a unit will be operated beyond its
scheduled retirement date, be deactivated or be retired on or before its
scheduled retirement date is regularly evaluated in light of the System's needs
for resources at the time, the cost and availability of alternatives, and the
costs and benefits of operating the unit compared with the costs and benefits of
retiring the unit.  Retirement of certain of the units could, in turn, require
substantial compensating expenditures for other parts of the System's bulk power
supply system.  Those compensating capital expenditures have not been fully
identified or evaluated and are not included in the table.

FUTURE NEEDS

     The System's integrated demand and supply planning process is the means
by which the System periodically updates its long-range resource needs.needs through its
integrated demand and supply planning process.  The current resource plan identifies aSystem does not foresee the
need for new resources beginning in
2007.  

     Because New England and the System have surplus generating capacity and
are forecasting low load growth over the next several years, the System has
no current plans to construct or to contract for any new major generating units. 
Additional capacity beyond 2007, the projected System year of need, can come
from a variety of sources.facilities at least until 2009.

     The design and implementation of new C&LM
programs, the timely development of economic, reliable and efficient
qualifying cogeneration and small power production facilities (QFs) or
independent power producer (IPP) capacity through state-sanctioned resource
acquisition processes, economic utility-sponsored generating resources
(including the possibility of repowering retired power plants) and purchases
from other utilities will all receive consideration in the System's integrated resource planning process.

     With respect to demand-side management measures, the System's long-
termlong-term plans rely, in part, on encouraging additional C&LM by customers.certain DSM programs.  These
System company sponsored measures, including installations to date, are
projected to lower the System summer peak load in 20072009 by over 1000650 MW. See
"Rates - Connecticut Retail Rates - Demand Side Management" and "Rates -
Massachusetts Retail Rates - Demand Side Management" for information about rate
treatment of DSM costs.



     In addition, System companies have long-term arrangements to purchase the
output from QFs and IPPscertain NUGs under federal and state laws, regulations and orders
mandating such purchases.  CL&P's,
PSNH's and WMECO's plans anticipate the development of QFs and IPPs supplying
710NUGs supplied 680 MW of firm capacity by 1995, of which approximately 695 MW was
operational in 1993.1994.  This
is the maximum amount that the System companies expect to purchase from NUGs for
the foreseeable future.  See "New Hampshire Retail Rates --- Rate Agreement and
FPPAC" for information concerning PSNH's efforts to renegotiate its agreements
with thirteen QFs.

     CL&P and WMECO filed applications with the U.S. Environmental Protection
Agency to receive 203 SO2 allowances for C&LM activity as authorized by the
Clean Air Act Amendments.  See "Regulatory and Environmental Matters -
Environmental Regulation - Air Quality Requirements."NUGs.

     The DPUC has issued regulations establishing competitive bidding systems
for future purchases by Connecticut electric utilities from QFs and IPPs and
from C&LM vendors.  The regulations also implement a state law which provides
that a utility may seek a premium of between one and five percentage points
above its most recently authorized rate of return for each multi-year C&LM
program requiring capital investment by the utility.  In April 1993, CL&P
submitted its eighth annual filing to the DPUC on private power production,
C&LM, projected avoided costs and related matters.  CL&P stated that the

22

System's existing and committed resources are expected to be sufficient to
meet System capacity requirements until 2007, and therefore, CL&P did not
solicit new capacity from QFs or C&LM vendors in 1993.  In December 1993, the
DPUC issued its final decision approving CL&P's avoided cost estimates as
filed.  


     In 1993, regulatory preapproval was obtained for all 1993 C&LM
expenditures in each of the three retail jurisdictions.  In addition, the
DPUC authorized a maximum of 3 percent premium rate of return (after
tax) on CL&P C&LM investment in 1993.  WMECO is currently projected to earn
$1.2 million of incentive (after tax) based on 1993 program savings.  See
"Rates - Connecticut Retail Rates - Conservation and Load Management" and
"Rates - Massachusetts Retail Rates -WMECO Regulatory Activity" for
information about rate treatment of C&LM costs. 

     In 1988, the DPU adopted regulations requiring preapproval of
Massachusetts utilities' major investments in electric generating facilities,
including life extensions.  In 1990, the DPU adopted new IRM regulations,
which established procedures by which additional resources are planned,
solicited and processed to provide for reliable electric service in a least-
cost manner.  The regulations provide a mechanism for preapproval (rather
than after-the-fact review) of utility plant construction, procurement of
non-utility generation (QFs and IPPs), and C&LM programs.  The regulations
specifically require that environmental externalities be considered in the
evaluation of resource alternatives.

     In January 1994, WMECO filed its initial draft IRM filing, stating that
WMECO's year of need is estimated to be 2007, and that no new capacity need
be solicited at this time.  WMECO is presently in settlement discussions. 
See "Rates-Massachusetts Retail Rates - WMECO Regulatory Activity" for
further information relating to WMECO C&LM issues.

     In 1993, the NHPUC approved a settlement agreement related to PSNH's
1992 least cost planning filing, which defers various planning issues to
PSNH's April 1, 1994 filing.

     In addition to the contributions from C&LM, QFs and IPPs, the System's long-term resource plan includes considerationalso considers the economic viability
of continuedcontinuing the operation of certain of the System's fossil fuel  generating
units beyond their current book retirement dates to the extent that it is economic, and possibly repowering certain
of the System's older fossil plants.  Continued operation of existing fossil
fuel units past their book retirement dates (and replacing certain critically
located peaking units if they fail) is expected by 2007 to provide approximately 1,4001900 MW
of resources by 2009 that would otherwise have been retired.  RepoweringIn addition,
repowering of some of the System's retired generating plants could make
available an additionalprovide the
System with approximately 900 MW of capacity.  The capacity could be brought on
line in various increments timed with the year of need.

     The System's need for new resources may be affected by any additionalunscheduled
retirements of the
System'sits existing generating units.  

     The System companies periodically study the economics of their
generating units, as part of their overall resource planning process.  In
1992, the DPUC ordered CL&P to submit economic analysesregulatory approval of the
continued operation of 11 fossil steamfuel units by April 1, 1993, and nuclear units past scheduled
retirement dates and deactivation of Millstone
Units 1 and 2 and CY, of which the System companies own 49 percent) by April
1, 1994.  In 1993, the DPUC reviewed the continued unit operation (CUO)
studies submitted by CL&P for the eleven fossil units in Connecticut and

23

Massachusetts in its annual review of Integrated Resource Planning.  The DPUC
concluded that a decision was inappropriate at that time and that it would
review the issue again in its management audit of CL&P and in CL&P's 1994
integrated resource planning docket.  For Millstone 1 and 2 and CY, the CUO
studies are in progress.  Preliminary indications are that the operation of
the units continues to be economic for customers.  Final analyses for CY and
the Millstone units will be filed with the DPUC in 1994.

 
    For planning and budgetary purposes, the System assumes that CL&P's
Montville Station (497.5 MW) will be deactivatedplants resulting from November 1994 through
October 1998.  A final decision is expected to be made in 1994.  Since
reactivation is expected to occur in 1998, the System year of need of 2007 is
unaffected.  The System year of need of 2007 assumes PSNH's Merrimack 2
continues to operate.  However, Merrimack 2's continued operation is in
question because Merrimack 2 produces significant NOx emissions.  The concern
has been raised as to whether the emissions can be lowered to acceptable
levels in the short and long term.  In 1993, PSNH worked successfully with
local, state and federal interests to arrive at a solution for Merrimack 2
NOxenvironmental
compliance by 1995, while deferring a decision on continued unit
operation beyond 1999 to the future.or licensing decisions.  For information regarding the agreement
concerning NOX emissions at the Merrimack units, see "Regulatory and
Environmental Matters - Environmental Regulation - Air Quality Requirements."
See "Regulatory and Environmental Matters -- NRC"Electric Operations - Nuclear Generation - Nuclear Plant Licensing"Licensing and NRC
Regulation" and - "Nuclear Performance" for further information on the NRC rule
on nuclear plant operating license renewal, and information on the expiration
dates of the operating licenses of the nuclear plants in which the System
companies have interests.  Before the System can make any decisions about
whether license extensions for any of its nuclear units are feasible, detailed
technical and economic studies will be needed.

     The System's long-term resource plan also anticipates that the System's
nuclear units will continue to run through the scheduled terms of their
respective operating licenses.  For information regarding the early retirement
of one of the System's nuclear units, see "Electric Operations - Nuclear
Generation - Nuclear Performance" and - "Decommissioning."


                                FINANCING PROGRAM

19931994 FINANCINGS

     In January 1993,1994, CL&P and WMECO issued $60$535 and $90 million, in principal amountrespectively, of 6 7/8
percentfirst
mortgage bonds.  In virtually all cases, new issues of first mortgage bonds due in 2000.  In July 1993, CL&P issued $200
million and $100 million, respectively,were
of 5 3/4 percent and 7 1/2 percent
first mortgage bonds due in 2000 and 2023, respectively.  In December 1993,
CL&P issued $125 million of 7 3/8 percent first mortgage bonds due in 2025. 
The proceeds fromsmaller principal amounts than the foregoing issues that were used to redeem outstanding bondsretired with interest rates ranging from 8 3/4 percent to 9 3/4 percent.

     In October 1993, CL&P issued $80 million of 5.30 percent preferred
stock, $50 par value.  Thethe proceeds
of this issuance, togethersuch issuances, with $30
millioncash derived from operations making up the balance of
funds needed to effect the retirements.  This was done as part of NU's overall
effort to reduce the System companies' debt levels.  Total debt, including
short-term debt, were used to redeem $110 millionand capitalized leased obligations, was $4.54 billion as of preferred
stock with dividend rates ranging from 7.6 percent to 9.1 percent.

     In September 1993, the Connecticut Development Authority (CDA) issued,
on behalf of CL&P, two tax-exempt variable rate pollution control revenue
bonds (PCRBs) in the amounts of $245.5 million and $70 million, respectively.
At the same time, the CDA issued, on behalf of WMECO, $53.8 million of
tax-exempt variable rate PCRBs.  The proceeds of these issues were used to
redeem like amounts of tax-exempt PCRBs having less favorable structures. 
These refinancings will result in savings from the extension of maturities,
the redemption of two issues of fixed-rate bonds with proceeds of the
24
issuance of variable-rate bonds, the improved credit ratings of new
supporting letter of credit banks and associated administrative savings.  In
December 1993, the New Hampshire Business Finance Authority (BFA) issued, on
behalf of PSNH, $44.8 million of tax-exempt variable rate PCRBs.  The
proceeds of this issue were used to redeem a like amount of taxable PCRBs. 
Taxable BFA bonds issued on behalf of PSNH in the amount of $109.2 million
are outstanding and may be refinanced with tax-exempt bonds upon the receipt
of an allocation of the state's private activity volume allocation.


     In January 1993, CL&P, PSNH and WMECO purchased $340 million, $75
million and $52 million, respectively, of three-year variable rate debt
caps.  The caps were purchased to hedge the interest rate risk of the
companies' respective variable rate PCRBs and were sized to approximate each
respective company's then-current tax-exempt variable rate PCRB issuances. 
If the interest rate, based on the J. J. Kenny index, exceeds 4.5 percent
(the strike rate), each company will receive payments under the terms of its
respective interest rate cap agreement.  In June 1993, PSNH purchased a
$50 million six-month interest rate cap, a $50 million 12 month cap and a
$100 million 18 month cap to hedge its interest rate exposure on its variable
rate term note.  The six-month and 12 month caps have a strike rate of
4.5 percent and the 18 month cap has a strike rate of 5.0 percent, all based
on 90 day LIBOR.  These caps were sized to approximate portions of a PSNH
term note which has a quarterly sinking fund of $23.5 million.

     In February 1993, NU, CL&P, WMECO and the Niantic Bay Fuel Trust (NBFT)
began a co-managed commercial paper program with two commercial paper
dealers.  Prior to this time, each company's commercial paper program was
managed by one commercial paper dealer.  The co-managed program was
implemented to promote competition between commercial paper dealers, to
increase the investor universe and to increase the range of maturities
available to the issuers.  On December
31, 1993, $113.0 million commercial
paper was outstanding under these programs.

     In December 1993, NNECO issued $25 million of 7.17 percent unsecured
amortizing notes maturing in 2019.  The proceeds of this issuance are being
used to finance the construction of a new  building at Millstone station to
house various administrative and technical support functions.


FINANCING NUCLEAR FUEL

     The System requires nuclear fuel for the three Millstone units and for
Seabrook 1.  The requirements for the Millstone 1, Millstone 2 and CL&P's and
WMECO's share of the Millstone 3 units are financed through a third party
trust financing arrangement described below. All nuclear fuel for NAEC's and
CL&P's shares of Seabrook 1 and PSNH's share of Millstone 3 is owned and
financed directly by the respective companies.  For the period 1994, through
1998, NAEC's and CL&P's shares of the cost of nuclear fuel for Seabrook 1 are
estimated at $56.8 million and $6.4 million, respectively, excluding AFUDC. 
For the same period, PSNH's share of the cost of nuclear fuel for Millstone 3
is estimated at $6 million, excluding AFUDC.

     In 1982, CL&P and WMECO entered into arrangements under which NBFT owns
and finances the nuclear fuel for Millstone 1 and 2 and CL&P's and WMECO's
share of the nuclear fuel for Millstone 3.  NBFT finances the fuel from the
time uranium is acquired, during the off-site processing stages and through
its use in the units' reactors.  NBFT obtains funds from bank loans, the sale
of commercial paper and the sale of intermediate term notes.  The fuel is
leased to CL&P and WMECO by the trust while it is used in the reactors, and 
25
ownership of the fuel is transferred to CL&P and WMECO when it is permanently
discharged from the reactors.  CL&P and WMECO are severally obligated to make
quarterly lease payments, to pay all expenses incurred by NBFT in connectioncompared with the fuel and the financing arrangements, to purchase the fuel under
certain circumstances and to indemnify all the parties to the transactions.  

      The trust arrangements presently allow up to $530 million to be
financed by NBFT with bank loans and commercial paper (up to $230 million)
and with intermediate term notes (up to $300 million). The arrangements with
the banks are in effect until February 19, 1996, and can be extended for an
additional three years if the parties so agree.  On December 31, 1993, NBFT
had $80 million of intermediate term notes and $113 million of commercial
paper outstanding.

     As$4.88 billion as of December 31, 1993 NBFT's investmentand $5.21 billion
as of December 31, 1992.  For more information regarding 1994 financings, see
Notes to Consolidated Statements of Capitalization of NU and "Long-Term Debt" in
nuclear fuel, net of the fourth quarter 1993 lease payment made on January 31, 1994, for all three
Millstone units was $172.1 million, as follows:

                                                                    Totalnotes to CL&P          WMECO       System   

    
                                               (Millions of Dollars)
             
              In process..........       $20.3          $4.7        $25.0  
              In stock............         8.0           1.9          9.9
              In reactor..........       111.2          26.0        137.2
                   Total..........      $139.5         $32.6       $172.1


     For the period 1994 through 1998, CL&P&P's, PSNH's, WMECO's and WMECO's share of the cost
of nuclear fuel for the three Millstone units that will be acquired through
NBFT will be $313.5 million and $73.2 million, respectively, excluding AFUDC.

     Nuclear fuel costs and a provision for spent fuel disposal costs are
being recovered through rates as the fuel is consumed in reactors.


1994NAEC's financial statements.
1995 FINANCING REQUIREMENTS

     In addition to financing the construction requirements described under
"Resource Plans - Construction," the System companies are obligated to meet $1,373.8 million$1.3
billion of long-term debt maturities and cash sinking fund requirements and
$76.4$124.9 million of preferred stock cash sinking fund requirements in 19941995 through
1998.1999.  In 1994,1995, long-term debt maturity and cash sinking fund requirements will
be $295.3$175.8 million, consisting of $182$11.9 million of long-term debt maturities and $7 million of debt cash sinking fund requirements
to be met by CL&P, $94 million of cash sinking fund requirements to be met by
PSNH, $1.5$35.8 million of long-term debt maturities and cash sinking fundsfund
requirements to be met by WMECO, $20 million of cash sinking fund requirements
to be met by NAEC and $10.7$14.1 million of cash sinking fund requirements to be met
by other subsidiaries.

     These figures do not include $125 million of long-term debt
redeemed by CL&P on January 7, 1994 with the proceeds of its issuance of $125
million mortgage bonds in December 1993.  See "Financing Program - 1993
Financings."

     See "Electric Operations -- Nuclear Generation -- Operations --
Seabrook" for information on CL&P's commitment to advance funds to cover
payments that a 12 percent Seabrook owner might be unable to pay with respect
to Seabrook project costs.

26
     The System's aggregate capital requirements for 1994,1995, exclusive of
requirements under NBFT,the Niantic Bay Fuel Trust (NBFT), are as follows:

                                                                        Total
                          CL&P     PSNH     WMECO     NAEC     Other   System
                                        (Millions of Dollars)
Construction
  (including AFUDC).....  $157.8  $37.5    $37.5$148      $51      $36      $ 8.2    $26.5   $267.55       $14     $254
    Nuclear Fuel
     (excluding AFUDC).     (.3)   1.8      (.2)      5.8..    47        1       11        9        -        7.1
    Maturities.........   182.068
Maturities..............    -        -        35        -        -        182.035
    Cash Sinking Funds.     7.0   94.0      1.5        -      10.7    113.2
       Total..........   $346.5 $133.3    $38.8     $14.0    $37.2   $569.8 


1994Funds..    12       94        1       20        14      141
                          ----     ----      ---      ---       ---     ----

       Total...........   $207     $146      $83      $34       $28     $498
                          ====     ====      ===      ===       ===     ====

For further information on NBFT and the System's financing of its nuclear fuel
requirements, see "Leases" in the notes to NU's, CL&P's and WMECO's financial
statements.


1995 FINANCING PLANS

     The System companies other than CL&P, currently expect to finance their 19941995 requirements
through internally generated funds.  CL&P may issue
up to $200 million of long-term debt, primarily to finance maturing
securities.internal cash flow and short-term debt.  This estimate excludes the
nuclear fuel requirements financed through the NBFT.  See "Financing Nuclear Fuel" above for information on the
NBFT.  In addition to financing
their 19941995 requirements, the System companies intend, if market conditions
permit, to continue to refinance a portion of their outstanding long-term debt
and preferred stock, if that can be done at a lower effective cost.  On February 17, 1994,January
23, 1995, CL&P issued, $140through an affiliate, $100 million in principal amount of 5 1/29.3 percent first mortgage bonds due in 1999 and $140Monthly
Income Preferred Securities, to help finance the retirement of approximately
$125 million in principal
amount of 6 1/2 percent first mortgage bonds due in 2004.  The net proceeds
were used to redeem higher cost first mortgage bonds.  

     On  March 8, 1994, WMECO contracted to issue $40 million principal
amount of 6 1/4 percent first mortgage bonds due in 1999 and $50 million in
principal amount of 7 3/4 percent first mortgage bonds due in 2024.  The net
proceeds will be used to redeem higher cost first mortgage bonds.preferred stock.

FINANCING LIMITATIONS

     The amounts of short-term borrowings that may be incurred by NU, CL&P,
PSNH, WMECO, HWP, NAEC, NNECO, The Rocky River Realty Company (RRR), The
Quinnehtuk Company (Quinnehtuk) (RRR and Quinnehtuk are real estate
subsidiaries), and HEC are subject to periodic approval by the SEC under the Public Utility Holding Company Act of 1935
(1935 Act).Act.



     The following table shows the amount of short-term borrowings authorized by
the SEC for each company as of January 1, 1995 and the amounts of outstanding
short termshort-term debt of those companies at the end of 1993.










271994.

                            Maximum Authorized            Short-Term Debt
                            Short-Term Debt         Outstanding at 12/31/93*
                                        (Millions of Dollars)94*
                                             (Millions)
NU..................            $ 175.0150                        $ 72.5104
CL&P ...............              375.0                        96.2325                          179
PSNH ...............              125.0                         2.5175                           -
WMECO...............               75.0                         6.060                           -
HWP.................                8.05                           -
NAEC................               50.050                           -
NNECO...............               65.0                          -50                            6
RRR.................               25.0                        16.522                           17
Quinnehtuk..........                8.0                         4.38                            5
HEC.................               11.0                         2.9
                                                             ______
                                                             $200.9
_________________11                            2
                                                             -----

                                                Total        $ 313
                                                             =====


-----------------
 *   This column includes borrowings of various System companies from NU and
other System companies through the Northeast Utilities System Money Pool  (Money
Pool).  Total System short term indebtedness to unaffiliated lenders  was $173.5$190
million at December 31, 1993.1994.

     The supplemental indentures under which NU issued $175 million in
principal amount of 8.58 percent amortizing notes in December 1991 and $75
million in principal amount of 8.38 percent amortizing notes in March 1992
contain restrictions on dispositions of certain System companies' stock,
limitations of liens on NU assets and restrictions on distributions on and
acquisitions of NU stock.  Under these provisions, neither NU, CL&P, PSNH nor
WMECO may dispose of voting stock of CL&P, PSNH or WMECO other than to NU or
another System company, except that CL&P may sell voting stock for cash to
third persons if so ordered by a regulatory agency so long as the amount sold is
not more than 19 percent of CL&P's voting stock after the sale.  The
restrictions also generally prohibit NU from pledging voting stock of CL&P,
PSNH or WMECO or granting liens on its other assets in amounts greater than
five percent of the total common equity of NU.  As of March 1, 1994,1995, no NU debt
was secured by liens on NU assets.  Finally, NU may not declare or make
distributions on its capital stock, acquire its capital stock (or rights
thereto), or permit a System company to do the same, at times when there is  an
Event of Default under the supplemental indentures under which the  amortizing
notes were issued.

     The charters of CL&P and WMECO contain preferred stock provisions
restricting the amount of short term or other unsecured borrowings those
companies may incur.  As of December 31, 1993,1994, CL&P's charter would permit  CL&P
to incur an additional $570$450.3 million of unsecured debt and WMECO's charter
would permit it to incur an additional $141.1$145.5 million of unsecured debt.

     In connection with NU's acquisition of PSNH, certain financial conditions
intended to prevent NU from relying on CL&P resources if the PSNH acquisition
strains NU's financial condition were imposed by the DPUC.  The principal
conditions provide for a DPUC review if CL&P's common equity falls to 36 percent
or below, require NU to obtain DPUC approval to secure NU financings with CL&P
stock or assets, and obligate NU to use its best efforts to sell CL&P preferred
or common stock to the public if NU cannot meet CL&P's need for equity capital.
 At December 31, 1993,1994, CL&P's common equity ratio was 39.142.0 percent.

     While not directly restricting the amount of short-term debt that CL&P,
WMECO, RRR, NNECO and NU may incur, credit agreements to which CL&P, WMECO,
HWP, RRR, NNECO and NU are parties provide that the lenders are not required28  to
make additional loans, or that the maturity of indebtedness can be  accelerated,
if NU (on a consolidated basis) does not meet a common equity  ratio that
requires, in effect, that the NU consolidated common equity (as  defined) be at
least 27 percent for three consecutive quarters.  At December  31, 1993,1994, NU's
common equity ratio was 30.933.4 percent.  Credit agreements to  which PSNH is a
party forbid its incurrence of additional debt unless it is  able to
demonstrate, on a pro forma basis for the prior quarter and going  forward, that
its equity ratio (as defined) will be at least 2123 percent of  total
capitalization (as defined) through June 30, 1994, 23 percent through June 30, 1995 and 25 percent thereafter.  In
addition, PSNH must demonstrate that its ratio of operating income to interest
expense will be at least 1.5
to 1 for each period of four fiscal quarters ending after June 30, 1993
through June 30, 1994 and 1.75 to 1 thereafter.at the end of each fiscal quarter for the
remaining term of the agreement.  At December 31, 1993,1994, PSNH's common equity
ratio was 28.232.7 percent and its operating income to interest expense ratio for
the twelve-month period was 2.272.69 to 1.

     See "Short-Term Debt" in the notes to NU's, CL&P's, PSNH's and WMECO's
financial statements for information about credit lines available to System
companies.

     The indentures securing the outstanding first mortgage bonds of CL&P,
PSNH, WMECO and NAEC provide that additional bonds may not be issued, except
for certain refunding purposes, unless earnings (as defined in each  indenture,
and before income taxes, and, in the case of PSNH, without deducting the
amortization of PSNH's regulatory asset) are at least twice the  pro forma
annual interest charges on outstanding bonds and certain prior lien obligations
and the bonds to be issued.

     The preferred stock provisions of CL&P's, WMECO'sPSNH's and PSNH'sWMECO's charters  also
prohibit the issuance of additional preferred stock (except for  refinancing
purposes) unless income before interest charges (as defined and  after income
taxes and depreciation) is at least 1.5 times the pro forma annual interest
charges on indebtedness and the annual dividend requirements  on preferred stock
that will be outstanding after the additional stock is  issued.

     Beginning with the dividends paid on NU common shares by NU in June
1990, NU's Dividend Reinvestment Plan (DRP) was amended to authorize the
dividends and optional cash purchases of participating shareholders to be
reinvested in NU common shares purchased either in the open market or
directly from NU.  NU received approximately $42.4 million in 1991 and
approximately $35.6 million in 1992 of new common shareholders' equity from
the reinvestment of dividends and voluntary cash investments.  No funds have
been raised by NU through DRP since August 1992, when management ended direct
purchases and caused shares to be purchased for DRP participants in the open
market.

     As part of the PSNH acquisition in June 1992, NU issued warrants for the
purchase of NU common stock at a price of $24 per share.  In 1993, NU
received $8.3 million from the exercise of these warrants.  As of December
31, 1993, warrants for 7,975,516 shares of NU common stock remained
unexercised.

     NU is dependent on the earnings of, and dividends received from, its
subsidiaries to meet its own financial requirements, including the payment of
dividends on NU common shares.  At the current indicated annual dividend of
$1.76 per share, NU's aggregate annual dividends on common shares outstanding at
December 31, 1993,1994, including unallocated shares held by the ESOP trust, would be
approximately $236.2 million.  Dividends are payable on common shares only if,
and in the amounts, declared by the NU Board of Trustees.29

     SEC rules under the 1935 Act require that dividends on NU's shares be
based on the amounts of dividends received from subsidiaries, not on the
undistributed retained earnings of subsidiaries.  The SEC's order approving
NU's acquisition of PSNH under the 1935 Act approved NU's request for a  waiver
of this requirement through June 1997.  PSNH and NAEC were effectively
prohibited from paying dividends to NU through May 1993.  Through the remainder
of 1993 PSNH and NAEC1994, PSNH did not pay dividends, to permit themallow it to build up the common
equity portion of their capitalizations.  Until PSNHits capitalization and
NAEC can begin to fund a partthe buyout of certain NUGs
operating in New Hampshire.  See "Rates - New Hampshire Retail Rates - Rate
Agreement and FPPAC."  NAEC paid dividends of $5 million in each of the third
and fourth quarters of 1994.  If PSNH does not fund its pro rata share of NU's
dividend requirements, NU expects to fund that portion of its dividend
requirements with the proceeds of borrowings.borrowings or the issuance of additional
common shares under the dividend reinvestment plan.

     The supplemental indentures under which CL&P's and WMECO's first  mortgage
bonds and the indenture under which PSNH's first mortgage bonds have been issued
limit the amount of cash dividends and other distributions these  subsidiaries
can make to NU out of their retained earnings.  As of December  31, 1993,1994, CL&P
had $210.6$225.6 million, WMECO had $26.5$90.1 million and PSNH had $60.8$125.0 million of
unrestricted retained earnings.  PSNH's preferred stock provisions also limit
the amount of cash dividends and other distributions PSNH can make to NU if
after taking the dividend or other distribution into account, PSNH's common
stock equity is less than 25 percent of total capitalization.  The indenture
under which NAEC's Series A Bonds have been issued also limits the amount of
cash dividends or distributions NAEC can make to NU to retained earnings plus
$10 million.  At December 31, 1993, $48.71994, $69.2 million was available to be paid under
this provision.

     PSNH's credit agreements prohibit PSNH from declaring or paying any cash
dividends or distributions on any of its capital stock, except for dividends  on
the preferred stock, unless minimum interest coverage and common equity  ratio
tests are satisfied. At December 31, 1994, $162 million was available to be paid
under these provisions.

     Certain subsidiaries of NU established the Money Pool to provide a more
effective use of the cash resources of the System, and to reduce outside  short
term borrowings.  The Service Company administers the Money Pool as  agent for
the participating companies.  Short term borrowing needs of the  participating
companies (except NU) are first met with available funds of  other member
companies, including funds borrowed by NU from third parties.  NU may lend to,
but not borrow from, the Money Pool.  Investing and borrowing subsidiaries
receive or pay interest based on the average daily Federal Funds rate, except
that borrowings based on loans from NU bear interest at NU cost.  Funds may be
withdrawn or repaid to the Money Pool at any time without prior notice.


                               ELECTRIC OPERATIONS

DISTRIBUTION AND LOAD

     The System operating companies own and operate a fully-integrated electric utility
business.  The System operating companies' retail electric service territories
cover approximately 11,335 square miles (4,400 in CL&P's service area, 5,445 in
PSNH's service area and 1,490 in WMECO's service area) and have an estimated
total population of approximately 3.74.0 million (2.5 million in Connecticut,
780,000959,000 in New Hampshire and 450,000582,000 in Massachusetts).  The companies furnish
retail electric service in 149, 198 and 59 cities and towns in Connecticut, New
Hampshire and Massachusetts, respectively.  In December 1993,1994, CL&P furnished
retail electric service to approximately 1.0851.1 million customers in Connecticut,
PSNH provided retail electric service to approximately 397,000400,000 customers in New
Hampshire and 30
WMECO served approximately 193,000194,000 retail electric customers in
Massachusetts.  HWP serves approximately 2546 retail customers in a portion of the
town of Holyoke, Massachusetts.



     The following table shows the sources of 19931994 electric revenues based on
categories of customers:

                            CL&P    PSNH   WMECO    NAEC   Total System
Residential...........      39%41%     35%     38%      -        39%40%
Commercial............      33     17     3034      28      31       -        2933
Industrial ...........      14      28     2018      19       -        1816
Wholesale* ...........       11     17      89      16       9      100%       119
Other ................       2       3       3       4      -         3   
                            ____   ____   ____    ____        ____2
                            ----    ----    ----    ----      ----
Total ................      100%    100%    100%    100%      100%
______________________
* Includes capacity sales.

     NAEC's 19931994 electric revenues were derived entirely from sales to PSNH
under the Seabrook Power Contract.  See "Rates - Seabrook Power Contract" for
a discussion of the contract.

     Through December 31, 1993,1994, the all-time maximum demand on the System was
6,1916339 MW, which occurred on July 8, 1993.21, 1994.  The System was also selling
approximately 896 MW of capacity to other utilities at that time.  At the time
of the peak, the System's generating capacity, including capacity purchases, was
8,9658948 MW. 
The System was also selling approximately 1,431 MW of capacity to other
utilities at that time.

     In 1993,

     System energy requirements were met 62 percent by nuclear
units, nine percent by oil burning units,in 1993 and 1994 as set forth below:

     Source                                       1994           1993

     Nuclear ....................................  54%            62%
     Oil ........................................   7              7
     Coal .......................................   8             10
     percent by coal burning units,
three percent by hydroelectric units, two percent by naturalHydroelectric ..............................   4              3
     Natural gas burning
units and................................   3              2
     NUGs .......................................  14             percent by cogenerators and small power producers.  By
comparison, in 1992 the System's energy requirements were met 48 percent by
nuclear units, 24 percent by oil burning units,14
     Purchased power.............................  10              percent by coal burning
units, four percent by hydroelectric units, one percent by natural gas
burning units and 13 percent by cogenerators and small power producers.  See
"Electric Operations-Generation and Transmission"  for further information.2
                                                 -----           ---

                                                  100%           100%

     The actual changes in kWhkilowatt-hour sales for the last two years and the
forecasted sales growth estimates for the 10-year period 19931994 through 2003,2004, in
each case exclusive of bulk power sales, for the System, CL&P, PSNH and WMECO
are set forth below:

                   1994 over      1993 over       1992 over      Forecast 1993-20031994-2004
                     1993       (under) 1992    (under) 1991    Compound Rate of Growth

System.........      2.50%         10.9%(1)               15.3%(1)             1.4%1.2%
CL&P...........      3.66%         (0.3)%         0.2%                 1.3%
PSNH...........           1.0%           1.1%                 1.7%
WMECO.......              0.1%           (1.6)%                 1.1%
___________________PSNH...........      1.56%          1.0%                  1.5%
WMECO.......         1.47%          0.1%                  1.2%

(1)  The percent increase in System 1992 sales over 1991 sales and 1993 sales over 1992 sales is due to the
     inclusion of PSNH sales beginning in June 1992.

     31
     In 1990, FERC required the reclassification of bulk power sales from
"purchased power" to "sales for resale" for the 1990 and later reporting years.
Bulk power sales are not included in the development of any long-term forecasted
growth rates.  The actual changes in kWhkilowatt-hour sales for the last two years,
adjusted for bulk power sales (by adding back the bulk power sales), for the
System, CL&P, PSNH and WMECO are set forth below:

                            1994 over (under) 1993   1993 over (under) 1992

1992 over (under) 1991  
System ...................         2.37%                    11.8%(1)                19.7%(1)
CL&P .....................         3.33%                     1.2%                    3.3%
PSNH .....................        (1.35)%                   (9.3)%                   6.7%
WMECO ....................         5.58%                    13.5%

9.9%

__________________
(1)  SystemFor a discussion of trends in bulk power sales, percentages reflectsee "Competition and Marketing."

     The System's total kilowatt-hour sales grew 2.5% in 1994 because of
economic growth.  The growth was broad-based and was not dominated by any
particular industry or sector.  Partially offsetting the inclusiongains in the economy
were continued curtailments in the defense and insurance industries, which
particularly affected the CL&P service area.  Such curtailments should continue
into 1995, which, combined with the efforts of PSNH sales beginning
in June  1992.


     Despite a warmer than normal summer that addedthe Federal Reserve to cooling requirements,
sales showed negligible growth in 1993.  Widespread economicslow the
national recovery, throughouthave the System's service territory did not occur in 1993, but there
were mixed pockets of regional economic growth aided by very favorable
interest rates.  Curtailments in defense spending continuepotential to affect the
Connecticut,further thwart New Hampshire and western Massachusetts economies, which are
heavily dependent on defense-related industries.  Competition in various
forms may also adversely affect the projected growth rate of sales over the
next ten years.  WhereEngland's recovery.
 Moreover, where energy costs are a significant part of operating expenses,
business customers may turn to self-generation, switch fuel sources or relocate
to other states and countries,  which have aggressive programs to attract new
businesses.  For furthermore information on the effect of competition on sales growth
rates, see "Marketing"Competition and Competition.Marketing."

     In spite of further defense and insurance curtailments moderate growth is
forecasted to resume over the next ten years.  The forecasted loadSystem forecasts a 1.2%
growth for the System as a wholerate of sales over this period.  This growth rate is significantly below
historic rates because of anticipated labor force constraints and, in part,
because of forecasted savings from NU-sponsored
C&LMSystem sponsored DSM programs whichthat are
designed to minimize operating expenses for System customers and postpone the
need for new capacity on the System.  The forecasted ten-year growth rate of
System sales would be approximately 1.8 percent instead of 1.4 percent0.5% higher if the System did not pursue C&LM savings.
See "Resource Plans - Future Needs" for an estimate ofDSM
programs at the impact of C&LM
programs on the System's need for new generating resources and for
information about C&LM cost impacts and cost recovery.forecasted levels.  See "Rates - Connecticut Retail Rates" and
"Rates - Massachusetts Retail Rates" for information about rate treatment of C&LMDSM
costs.
     With the System's generating capacity of 8,2688,241 MW as of January 1, 19941995
(including the net of capacity sales to and purchases from other utilities, and
approximately 690688 MW of capacity to be purchased from QFs and IPPsNUGs under existing contracts and contracts under negotiation)contracts),
the System expects to meet reliably its projected annual peak load growth of 1.31.2
percent reliably until at least the year 2007.2009.

     The availability of new resources and reduced demand for electricity have
combined to place the System and most other New England electric utilities in a
surplus capacity situation.  The principal resource changes
were Seabrook 1's commercial operation, the full operation of the second
phase of the Hydro-Quebec project, and increased availability of power from
QF and IPP projects.  As a consequence, the competition from capacity-long 
32
utilities as sellers and the loss of utilities that are no longer capacity-
short as buyers have adversely affected the System companies' efforts to sell
additional surplus capacity at the price levels that prevailed in the late
1980s.  Taking into account projected load growth for the
System and committed capacity sales, but not taking into account future
potential capacity sales to other utilities or purchases from other utilities
that are not subject to firm commitments, the System's surplus capacityinstalled reserve is
expected to be approximately 1,0001,700 MW in 1994.the summer of 1995.  For further
information on the effect of competition on sales of surplus capacity, see
"Competition and Marketing."

     The System operating companies operate and dispatch their generation as provided in
the New England Power Pool (NEPOOL) Agreement.  In 1993,1994, the peak demand on the
NEPOOL system was 19,57020,519 MW which occurred in July, which was 949 MW above the 19921993 peak load
of 18,85319,570 MW in JanuaryJuly of that year.  NEPOOL has projected that there will be an increasea
decrease in demand in 19941995 and estimates that the summer 19941995 peak load could
reach 19,80020,425 MW.  NEPOOL projects that sufficient capacity will be available to
meet this anticipated demand.

GENERATION AND TRANSMISSION

     The System operating companies and most other New England utilities with electric
generating facilities are parties to the NEPOOL Agreement.  Under the NEPOOL
Agreement, planning and operation of the region's generation and transmission
facilities are planned and operated as part of the regional New England bulk power system.coordinated.  System transmission lines form part of the New
England transmission system linking System generating plants with one another
and with the facilities of other utilities in the northeastern United States and
Canada.  The generating facilities of all NEPOOL participants are dispatched as
a single system through the New England Power Exchange, a central dispatch
facility.  The NEPOOL Agreement provides for a determination of the generating
capacity responsibilities of participants and certain transmission rights and
responsibilities.  Pool dispatch resultsNEPOOL's objectives are to assure that the bulk power supply
of New England and adjoining areas conforms to proper standards of reliability,
to attain maximum practical economy in substantial purchasesthe bulk power supply system consistent
with such reliability standards and salesto provide for equitable sharing of electric energy by pool participants, including the
resulting benefits and costs.

     The System companies, at prices determined in accordance with the NEPOOL Agreement.

     The System operating companies, except PSNH and NAEC, pool their electric production
costs and the costs of their principal transmission facilities under the
NUG&T agreement.Northeast Utilities Generation and Transmission Agreement (NUG&T).  In addition,
a ten-year agreement, expiring in June 2002, between PSNH and CL&P, WMECO and
HWP provides for a sharing of the capability responsibility  savings and energy
expense savings resulting from a single system dispatch.

     In connection with NU's acquisition of PSNH, the System proposed a
comprehensive plan for opening up a transmission corridor between northern
and southern New England for use in "wheeling" power of other utilities.  The
plan was designed to accomplish a level of access to transmission resources
of the PSNH and New England Electric System (NEES) systems that could
formerly be accomplished only after a series of multilateral negotiations. 
The plan includes provisions to (i) make 452 MW of long term transmission
service available across the PSNH system from Maine to Massachusetts, Rhode
Island, Connecticut and Vermont at embedded cost rates, (ii) make 200 MW of
long term transmission service available by NEES for those utilities
requiring deliveries across NEES's system in order to make use of access to
the PSNH system, and (iii) construct new facilities as needed to expand the
corridor from Maine to Massachusetts, if the cost of expansion is supported
and if regulatory approvals for the expansion are received.  Further, NU
committed to make access to the combined NU-PSNH transmission system
available for third-party wheeling transactions whenever capacity is
available, and to expand the system when expansion is feasible.  The
33
principal constraints are that NU and PSNH have reserved a priority on the
use of their transmission systems to serve the reliability needs of their own
native load customers, and the commitment to expand would be subject to
obtaining all necessary approvals.  This plan became effective in October
1992, subject to the outcome of a hearing ordered by FERC in this proceeding,
and the Commission's final decision in the compliance phase of the merger
proceeding discussed below.  NU and NEES filed offers of settlement in this
proceeding in May and June 1993, respectively, and the Presiding
Administrative Law Judge certified both settlement offers to the Commission
in July 1993.  The only contested issue was the refund and surcharge
provision that was included in both offers of settlement.  The Commission has
not yet acted on these settlement offers.

     These commitments, and the entire issue of access to the NU and PSNH
transmission systems by other utilities and non-utility generators, were the
subject of extensive controversy in New England.  On January 29, 1992, FERC issued a decision approving NU's acquisition of PSNH,
provided that the acquisition and allowing NU and PSNH
customerscombined system accord transmission access to be held harmless if other utilities
and non-utility generators that need to use the NU-PSNH transmission system to
buy or sell electricity.  FERC noted that NU system customers should remain
harmless from the granting of such access.  In accordance with the January 291992
decision, onin April 23, 1992 and August 4, 1992, NU made compliance filings with FERC,
including transmission tariffs implementing the FERC'ssuch conditions.  AllFERC has made all
tariffs have been accepted by FERC and were effective as of the merger date.date based on interim rates and terms of
service established by FERC has issuedpursuant to summary determinations (without
hearing) and.  NU has filed for rehearing of FERC's compliance tariff order in an effort
to reinstate the originally proposed rates.  FERC has not yet acted on NU's
rehearing petition.  For information regarding the appeal of FERC's approval of
NU's acquisition of PSNH, was appealed to the United
States Court of Appeals for the First Circuit.  On May 19, 1993, the First
Circuit Court affirmed FERC's decision approving the merger but remanded to
FERC one issue brought by NU related to FERC's ability to change the terms of
the Seabrook Power Contract.  FERC filed for en banc (full court) review by
the First Circuit Court on the Seabrook Power Contract issue, which was
denied.  No petitions for review were filed in the U.S. Supreme Court,
therefore, the First Circuit Court's decision is final.  FERC has yet to
initiate any proceeding on the court's remand, which would address whether
FERC could modify the Seabrook Power Contract under a more stringent "public
interest standard.see "Legal Proceedings."

     On December 21, 1993, NU filed an appeal in the United States Court
of Appeals for the District of Columbia Circuit of a FERC order directing NU
to put itself on its own transmission tariffs in connection with all NU sales
of wholesale power.  NU had committed, as part of the PSNH merger, to place
itself on its tariff when it was competing with other wholesale power
suppliers to make a sale in order to "level the playing field."  In its
order, FERC expanded NU's merger commitment to include all transactions,
regardless of whether or not NU's competitors need to use the NU transmission
system.

     The controversy about the terms on which wheeling transactions are to be effected in New England
hashave stimulated a series of negotiations among utilities, regulators, power
brokers and marketers and non-utility generators, directed at the possible
development of newa regional transmission arrangements.  While an original
draft regional transmission arrangement was not supported by all parties,
there have been negotiations on a less comprehensive arrangement.group within New England.  Any
arrangement would require widespread support by the parties and be subject to
approval by NEPOOL members and FERC. 

HYDRO-QUEBEC

     Along with other New England utility companies, CL&P, PSNH, WMECO and 
34
HWP is each a participant in agreements to finance, construct, and operate
the United States portion of direct current transmission circuits between New
England and Quebec, Canada.  The project was built in two phases, and now
provides 2,000 MW of rated transfer capacity with Canadian facilities
constructed and owned by Hydro-Quebec, a Canadian utility system.  Phase 1,
which entered into commercial operation in 1986, initially provided 690 MW of
North-South transfer capacity.  In Phase 2, the transmission line was
extended to a new converter station in eastern Massachusetts.  Phase 2
entered into full operation in 1991.  The actual transfers over the
interconnection to date have averaged in the 1,400 to 1,800 MW range.  

     The interconnection permits a reduction in oil consumption in New
England and has the potential to produce cost savings to customers through
the purchase of power from Hydro-Quebec's hydroelectric generating
facilities.  The interconnection also reduces the level of reserves New
England utilities must carry to assure that pool reliability criteria are
met.

     The System companies are obligated to pay 34.22 percent of the annual
costs of the Phase 1 facilities and 32.78 percent of the annual cost of the
Phase 2 facilities.  They are entitled, on the basis of a composite of these
percentages, to use the capacity of the facilities for their own transactions
and to share in the savings from pool energy transactions with Hydro-Quebec. 
The Phase 1 total project cost was $141 million and the Phase 2 total project
cost was approximately $495 million.  Phase 2 was constructed and is owned
and operated by two companies in which NU has a 22.66 percent equity
ownership interest.  As an equity participant, NU guarantees certain
obligations in connection with the debt financing of certain other
participants that have lower credit ratings, and it receives compensation for
such undertakings.  

     When the Phase 2 facilities became fully operational in 1991, a contract
covering the purchase by the New England utilities of 70 terawatthours of
energy from Hydro-Quebec over a period of approximately ten years came into
effect.  While transactions under this contract are expected to constitute
the principal use of the interconnection during the 1990s, the
interconnection is also available for other energy transactions and for the
"banking" of energy in Canada during off-peak hours in New England, with
equivalent amounts of energy available to New England during peak hours.

 FOSSIL FUELS

     OIL

     The System's residual oil-fired generation stations used approximately
5.89six million barrels of oil in 1993.1994.  The System obtained the majority of its oil
requirements in 19931994 through contracts with threetwo large, independent oil
companies.  Those contracts allow for some spot purchases when market conditions
warrant, but spot purchases represented less than 1510 percent of the System's
fuel oil purchases in 1993.1994.  The contracts expire annually or biennially.  The
average 1993 price paid forSystem currently does not anticipate any difficulties in obtaining necessary
fuel oil used for electric generation
was approximately $14 per barrel, which was the same as the average 1992
price.  No. 6 fuelsupplies on economic terms.

     The System converted CL&P's Devon Units 7 and 8 into oil prices were high during the first quarter of 1993 due
to increased demand and firm crude oil prices.  Fuel oil prices declined
slightly during the second and third quarters, weakened in the fourth quarter
due to weak crude prices associated with OPEC over-production and then firmed
in the first quarter of 1994 due to severe weather in the Northeast.  On
35
February 1, 1994, the weighted average price being paid for the System's fuel
oil had increased to $17 per barrel.

    The System-wide fuel oil storage capacity is approximately 2.5 million
barrels.  In 1993, inventories were maintained at levels between 40 - 60
percent of capacity.  This inventory constitutes  approximately 13 days of
full load operation.

    GAS

     Currently, three systemgas dual-fuel
generating units PSNH's Newington unit, WMECO's
West Springfield Unit 3 and CL&P's Montville 5,in July 1994.  The System now has five generating stations,
aggregating approximately 800 MW, which can burn either residual oil or natural
gas as economics, dictate.  The System is currently in the process
of converting CL&P's Devon Units 7 & 8 into oil and gas dual-fuel generating
units.  Devon Unit 8's boiler conversion, which gave it gas burning
capability, was completed in December 1993.  Devon Unit 7's boiler conversion
is scheduled for completion during its upcoming April 1994 outage. The System
plans to have both units operational by the end of July 1994.

     Annual gas consumption depends onenvironmental concerns or other factors such as  oil prices, gas
prices and unit availability.  In 1993, gas was used sparingly at the
System's dual-fuel units because of the attractiveness of oil prices relative
to those for natural gas.dictate.  CL&P, PSNH
and WMECO all have contracts with the local gas distribution companies where the
Montville, Newington and West
Springfielddual-fuel generating units are located, under which natural gas is made
available by those companies on an interruptible basis.  While WMECO and PSNH meet all of
their gas supply needs for the West Springfield and Newington units through
purchases from the local gas distribution company, CL&P can supply its
Montville unit either by purchasing gas from the local gas distribution
company at a DPUC-approved rate or by purchasing gas directly from producers
or brokers and transporting that gas through the interstate pipeline system
and the local gas distribution system.  In 1993, all of the gas burned at
Montville Unit 5 was purchased from a local gas distribution company.   It is
expected thataddition, gas for
the Devon units will beis being purchased directly from producers orand brokers on an
interruptible basis and transported through the interstate pipeline system and
the local gas distribution company.  The System expects that interruptible
natural gas will continue to be available for its dual-fuel electric generating
units on economic terms and will continue to supplement fuel oil requirements.

       See "Derivative Financial Instruments" in the notes to NU's and CL&P's
financial statements for information about CL&P's oil and natural gas swap
agreements to hedge against fuel price risk on certain long-term fixed-price
energy contracts.

     The Iroquois Gas Transportation System which became fully operational in November 1992, is expected to increase New
England's gas supplies by at least 35 percent by November 1994.companies obtain their coal through long-term supply contracts
and spot market purchases.  The increased availabilitySystem companies currently have an adequate
supply of gas may make the option of converting other oil-
burning electric generating units to gas on an interruptible dual-fuel basis
more attractive to the System.  

     COAL 

     Currently, coal is purchased for HWP's Mt. Tom Station and for PSNH's
Merrimack Units 1 and 2 and its coal-oil Schiller Units 4, 5 and 6. Mt. Tom
Station received approximately 314,000 tons of coal in 1993 at an average
delivered coal price of $ 43.40 per ton, which is down from the average 1992
coal price of $44.25 per ton.   In 1993, HWP extended an existing contract
for the majority of the coal to be supplied to Mt. Tom Station. This contract
provides the System with assurance of coal supply and the flexibility to
purchase some coal on the spot market.  In the future, the System will
evaluate whether to continue to purchase coal by contract or return to the
spot market.


36
     The coal inventory for Mt. Tom Station varies between a minimum level of
30 days fuel and a maximum of approximately 100 days fuel. Typically, the
higher level is achieved in December, when deliveries are suspended for the
winter.  The stockpile provides the plant's operating fuel until deliveries
are resumed in March.coal.      Because of changes in federal and state air quality
requirements, by 1995 HWP will needthe System expects to changeuse lower sulfur coal in its plants in the
kinds of coal that it
purchases for use at Mt. Tom Station.  The potential impact of changing air
quality requirements on coal supplies is being evaluated, and HWP is testing
various types of coal to meet these requirements.future.  See "Regulatory and Environmental Matters - Environmental Regulation-AirRegulation -
Air Quality Requirements."

     In December 1991, PSNH executed a contract for the purchase of up to 100
percent of the coal requirements for PSNH's Merrimack Units 1 and 2 through
December 31, 1993.  This contract has been extended through December 31,
1994.  Under this agreement, PSNH may also purchase coal on the spot market. 
In 1993, Merrimack Station received approximately 1.1 million tons of coal. 
The average delivered coal price in 1993 was $43.00 per ton.  The coal
inventory at Merrimack Station varies between a minimum of 60 days and a
maximum of 90 days of fuel.

     Schiller Units 4, 5 and 6, PSNH's dual-fuel coal and oil fired units,
are dispatched on the most economical fuel in accordance with the provisions
of the NEPOOL Agreement.  Schiller Station consumed approximately 236,000
tons of coal in 1993 at an average delivered price of $39.40 per ton. 
Schiller's 1993 coal requirements were fulfilled through three primary
contracts, pursuant to which 77 percent was provided by foreign suppliers and
the remaining 23 percent by a domestic supplier.

     FOSSIL PLANT RETIREMENTS

     In 1991, the System retired seven of the System's oldest, least used,
and most costly oil-fired steam generating units.  In 1992, five oil-burning
combustion turbines were retired.  The decision to retire these units
reflected both the surplus of generating capacity in New England and the
System's continuing efforts to reduce operation and maintenance costs.  There
were no significant fossil plant retirements in 1993, but the System's plan
calls for deactivating, by the end of 1994 Montville Units 5 and 6, which
have a capacity of 82 MW and 410 MW, respectively.  A final decision on the
future of these units will be made following the completion of further
economic evaluations and consideration of possible alternatives.

NUCLEAR GENERATION

     GENERAL

     The System companies have interests in seven operating nuclear units:
Millstone 1, 2 and 3, Seabrook 1 and three other units, Connecticut Yankee (CY),
Maine Yankee (MY), and Vermont Yankee (VY), owned by regional nuclear generating
companies (the Yankee companies).  System companies operate the three Millstone
units and Seabrook 1 and have operational responsibility for CY.  The System
companies also have interests in theYankee Rowe owned by the Yankee Atomic Electric
Company (Yankee Rowe)(YAEC), which was permanently removed from service in 1992.

     CL&P and WMECO own 100 percent of Millstone 1 and 2 as tenants in common.
Their respective ownership interests are 81 percent and 19 percent.

     CL&P, PSNH and WMECO have agreements with other New England utilities
covering their joint ownership as tenants in common of Millstone 3.  CL&P's
ownership interest in the unit is 52.933052.93 percent, (608 MW), PSNH's ownership interest in
the unit is 2.84752.85 percent (32.7 MW) and WMECO's interest is 12.2385 percent (140.6 MW).12.24 percent.  NAEC and CL&P
are parties to an 
37
agreement, similar to the Millstone 3 agreements, with respect to their
35.98201have 35.98 percent (413.8 MW) and 4.059854.06 percent (46.7 MW)ownership interests, respectively, in
Seabrook.  The Millstone 3 and Seabrook joint ownership agreements all provide for
pro rata sharing by the owners of each unit of the construction and operating
costs, and the electrical output of each
unitand the associated transmission costs.

     CL&P and NAEC have been affected at times by the inability of certain other
Seabrook joint owners as well as associated transmissionto fund their share of Seabrook costs.  Great Bay Power
Corporation (GBPC), a former subsidiary of Eastern Utilities Associates and
owner of 12.13 percent of Seabrook, began bankruptcy proceedings in February
1991.  On November 11, 1994, a final plan of reorganization of GBPC was
confirmed by the United States Bankruptcy Court.  Under the plan of
reorganization's financing agreement, on November 22, 1994 a group of investors
purchased 60 percent of the reorganized GBPC's common stock for an investment of
$35 million and repaid CL&P $7.3 million for advances which CL&P made to cover
GBPC's shortfalls in funding its share of operating costs of Seabrook during the
bankruptcy.

     CL&P, PSNH, WMECO and other New England electric utilities are the
stockholders of the Yankee companies.  Each Yankee company owns a single nuclear
generating unit.  The stockholder-sponsors of a Yankee company are responsible
for proportional shares of the operating costs of the Yankee company and are
entitled to proportional shares of the electrical output.   The relative rights
and obligations with respect to the Yankee companies are approximately
proportional to the stockholders' percentage stock holdings, but vary slightly
to reflect arrangements under which non-stockholder electric utilities have
contractual rights to some of the output of particular units.  The Yankee
companies and CL&P's, PSNH's and WMECO's stock ownership percentages and approximate MW entitlements in eachthe
Yankee companies are set forth below:

                                   CL&P       PSNH     WMECO    System
%    MW     %   MW     %    MW     %    MW  

  
Connecticut Yankee Atomic
 Power Company (CYAPC) ......     34.5  204    5.0   29   9.5   56    49.0  28934.5%       5.0%      9.5%     49.0%
Maine Yankee Atomic Power
 Company (MYAPC) ............     12.0   95    5.0   39   3.0   24    20.0  15812.0%       5.0%      3.0%     20.0%
Vermont Yankee Nuclear
 Power Corporation (VYNPC)...      9.5   44    4.0   19   2.5   12    16.0   759.5%       4.0%      2.5%     16.0%
Yankee Atomic Electric
 Company (YAEC)*  ............     24.5   -     7.0    -   7.0    -    38.5    - 

_____________________________
* See "Yankee Units" for information about the permanent shutdown of the unit
owned and operated by YAEC.24.5%       7.0%      7.0%     38.5%

     CL&P, PSNH and WMECO are obligated to provide their percentages of any
additional equity capital necessary for the Yankee companies.companies, but do not expect
to contribute additional equity capital in the future.  CL&P, PSNH and WMECO
believe that the Yankee companies, excluding YAEC, willcould require additional
external financing in the next several years to finance construction
expenditures, and nuclear fuel and for other purposes.  Although  the ways in which
each Yankee company willwould attempt to finance these expenditures, if they are
needed, have not been determined, CL&P, PSNH and WMECO could be asked to provide
direct or indirect financial support for one or more Yankee companies.
OPERATIONS

     Capacity factor is a ratio that compares a unit's actual generating
output for a period with the unit's maximum potential output.  In 1993, the
nuclear units in which the System companies have entitlements achieved an
actual composite (weighted by entitlement) capacity factorNUCLEAR PLANT LICENSING AND NRC REGULATION

     The operators of 79.9 percent. 
The five nuclear units operated by the System had a composite capacity factor
of 80.3 percent based on normal winter claimed capability.  The average
capacity factor for operating nuclear units in the United States was 73.2
percent for January through September 1993 and 80.4 percent for the five
System nuclear units operated in 1993, in each case using the design
electrical rating method rather than normal winter claimed capability.

38
     When the nuclear units in which they have interests are out of service,
CL&P, PSNH and WMECO need to generate and/or purchase replacement power. 
Recovery of prudently incurred replacement power costs is permitted, with
limitations, through the GUAC for CL&P, through a retail fuel adjustment
clause for WMECO and through a comprehensive fuel and purchased power
adjustment clause (FPPAC) for PSNH.  For the status of regulatory and legal
proceedings related to recovery of replacement power costs for the 1990-1993
period, see "Rates - Connecticut Retail Rates," "Rates-Massachusetts Retail
Rates" and "Rates - New Hampshire Retail Rates."  


     MILLSTONE UNITS

     The 1993 overall performance of the three nuclear electric generating
units located at Millstone station and operated by the System was
substantially better than in 1992.  For the twelve months ended December 31,
1993, the three units' composite capacity factor was 79.3 percent, compared
with a composite capacity factor of 53.1 percent for the twelve months ended
December 31, 1992 and 38.4 percent for the same period in 1991.  

     In 1993 Millstone 1, operated at a 92.4 percent capacity factor with no
extended outages.  The unit began a planned refueling2 and maintenance outage
on January 15, 1994 that is expected to last  seventy-one days.  Major work
includes replacement of the main condenser tubes3, CY, MY, VY and installation of a new
low pressure turbine.  These modifications are intended to reduce the number
of unplanned outages and improve the overall plant efficiency.

     In 1993 Millstone 2 operated at a 82.5 percent capacity factor.  On
January 13, 1993, the plant returned to service following a refueling outage
that commenced on May 29, 1992.  During that outage, both steam generators
were replaced.  The DPUC has opened a docket to review CL&P's performance in
replacing Millstone 2's steam generators.  See "Rates-Connecticut Retail
Rates" for further information on the steam generator replacement docket.  In
addition to several short outages during 1993, Millstone 2 was shut down for
two unplanned outages of significant duration.  The first such outage began
on August 5, 1993, to replace a leaking primary system valve.  That outage
lasted ten days.  For more information on this outage, see "Electric
Operations - Nuclear Generation - Operations - NRC Regulation."  The second
significant unplanned outage lasted twenty-six days, commencing on September
15, 1993, and was necessary to upgrade the motor-operated feedwater isolation
valves.  Millstone 2 is scheduled to begin a refueling and maintenance outage
on July 30, 1994.  The outage is currently planned for a 63-day duration.
Major work activities will include a reactor vessel in-service inspection,
erosion/corrosion piping inspections, motor-operated valve testing and
service water piping replacement. 

     In 1993 Millstone 3 operated at a 64.8 percent capacity factor.  The
unit began a refueling and maintenance outage on July 31, 1993 and completed
it in 99 days.  During the outage two significant issues were identified and
resolved.  Each of these issues resulted in an outage extension beyond
original plans.  The first issue required replacement of all four reactor
coolant pumps due to concerns over turning vane cap screw and locking cup
integrity.  The second issue related to problems identified during inspection
and testing of the supplementary leak collection and release system (SLCRS)
and the auxiliary building ventilation system (ABVS), which provide secondary
protection against radiological releases to the atmosphere.  For more
information on this issue, see "Electric Operations - Nuclear Generation -
Operations - NRC Regulation."  Resolution of these problems necessitated
various modifications to these systems.  No refueling or maintenance outages
are planned for Millstone 3 during 1994. 
39
     NUCLEAR PERFORMANCE IMPROVEMENT INITIATIVES

     The System's nuclear organization is taking major steps to correct
identified performance weaknesses.  For instance, on a 1992 to 1995
cumulative basis, NU anticipates total expenditures of approximately $2.3
billion for operation and maintenance and $440 million in capital
improvements for the five plants that it operates.  

     In addition, the comprehensive Performance Enhancement Program (PEP),
authorized in 1992, continues to be one of the major initiatives that the
nuclear organization is implementing to improve its overall performance.  The
program, in conjunction with other actions to address the long-term
performance of the nuclear group, is designed to correct the root causes of
the declining performance trend noted in the early 1990's.  The PEP is
organized into four major areas of activities, each focusing on a particular
aspect of nuclear operations.  The areas are management practices, programs
and processes, performance assessments and functional programs.  These areas
were established based on an internal self-assessment completed in 1992. 
Detailed action plans have been prepared to address the specific activities. 
At the end of 1992, six of the forty-two action plans were completed and
validated.  An additional fourteen action plans were completed in 1993 and
are awaiting validation.  Seven action plans are to be completed in
1994, leaving fifteen action plans to complete during the remainder of the
program.  The 1993 PEP budget was $32.9 million. 

     The System also announced a major reorganization of its
Connecticut-based nuclear organization on November 8, 1993.  The primary
focus was realignment of engineering services along unit lines.  The changes
also included the appointment of a new senior vice president for Millstone
station, some management consolidation, and a reorganization of the nuclear
plant maintenance staff.  See "Employees."  In addition, most of the nuclear
support staff currently located in Berlin, Connecticut will be centralized at
the generating stations by the summer of 1994. To support these efforts, the
System is constructing a five-story office building at Millstone station. 
This building will replace several temporary modular buildings and will house
most of the nuclear technical support staff that is now located at various
System locations.  The prudence of this construction project is the subject
of an ongoing inquiry by the DPUC.  

     
     SEABROOK

     In 1993 Seabrook 1 operated at a capacity factor of 89.8 percent.  The
unit is currently in an 18-month operating cycle that began in November 1992.

The unit is scheduled to begin a 57-day refueling and maintenance outage on
April 16, 1994.  During this outage, the main plant computer will be
replaced. 

     CL&P, PSNH and NAEC could be affected by the ability of other Seabrook
joint owners to fund their share of Seabrook costs.  Great Bay Power
Corporation (GBPC), a former subsidiary of Eastern Utilities Associates and
owner of 12.13 percent of Seabrook, has been in bankruptcy since February
1991.  The Bankruptcy Court confirmed GBPC's reorganization plan on March 5,
1993 and approvals are required from NRC, FERC and NHPUC to consummate the
plan.  CL&P has committed to advance GBPC up to $12 million, secured by a
high priority lien on GBPC's share of Seabrook, to cover GBPC's shortfalls in
funding its share of the operation of Seabrook through June 30, 1994.  As of
March 1, 1994, CL&P was lending approximately $2 million to GBPC under this
arrangement.  GBPC has advised CL&P that it expects to consummate its 
40
reorganization plan, emerge from bankruptcy and repay CL&P for all advances
by June 30, 1994.  CL&P is unable to predict what impact, if any, failure of
the reorganization plan to become effective will have on the operating
license for Seabrook or what actions CL&P and the other joint owners of the
unit may be required to take.

     On May 6, 1991, NHEC, PSNH's largest customer and one of the joint
owners of Seabrook, filed a petition for reorganization under Chapter 11 of
the Federal Bankruptcy Code.  The plan of reorganization for NHEC was
confirmed by the United States Bankruptcy Court on March 20, 1992 and
wholesale power arrangements were accepted by FERC on July 22, 1992.  On
October 5, 1992, the NHPUC released an order approving NHEC's plan of
reorganization.  Under the plan of reorganization, NHEC will remain a
customer of PSNH.  The plan also provides that PSNH will purchase the
capacity and energy of NHEC's 2.2 percent ownership interest in Seabrook 1
and pay all of NHEC's Seabrook costs for a ten-year period, which began July
1, 1990.   On December 1, 1993, the United States Bankruptcy Court for the
District of New Hampshire declared the NHEC reorganization plan effective as
of that date.  See "Rates--Wholesale Rates" for further information on the
bankruptcy and subsequent reorganization of NHEC.

     At certain times, VEG&T failed to pay its share of Seabrook costs. 
Certain joint owners, including PSNH and CL&P, provided funds against future
payments due from VEG&T to assure that funds were available to meet its
ownership share of Seabrook costs.  PSNH initially participated in such
payments, but ceased providing such funds in January 1988, when it commenced
bankruptcy proceedings under Chapter 11 of the Bankruptcy Code.  The total
amount contributed by PSNH until then was $976,000.  The total amount 
contributed by CL&P was $265,000. 

     As part of an agreement to resolve issues raised during the bankruptcy
of PSNH, PSNH agreed that it or its designee would purchase the VEG&T 0.41259
percent interest in Seabrook for approximately $6.4 million.  NAEC, the
current owner of PSNH's ownership share in Seabrook, agreed to purchase the
interest and to enter into a separate power contract with PSNH, under which
PSNH would be obligated to buy from NAEC all of the capacity and output of
Seabrook attributable to such interest for a period equal to the
length of the NRChold full
power operating license for Seabrook.  On January 7,
1994, the NRC approved the transfer of VEG&T's ownership share of Seabrook
to NAEC.  All other regulatory approvals for NAEC's purchase were
received and the acquisition became effective on February 15, 1994.  In
settlement of their claims against VEG&T for advances, PSNH and CL&P received
payment of the amounts advanced, $1.78 million and $390,000, respectively,
out of proceeds of the sale, with interest thereon, for the period each
advance was outstanding at the prime rate.  See "Rates-New Hampshire Retail
Rates-Memorandum of Understanding" and "Rates-New Hampshire Retail
Rates-Seabrook Power Contract" for further information on NAEC's acquisition
of VEG&T's share of Seabrook.

        In 1989, as part of a comprehensive settlement of Seabrook issues,
PSNH agreed to make certain payments totaling $16 million to Massachusetts
Municipal Wholesale Electric Company during the first eight years of Seabrook
operation.  As of December 31, 1993, PSNH had made approximately $7.2 million
of these payments.  

     YANKEE UNITS

     CY, the nuclear unit owned by MYAPC (MY) and the nuclear unit owned by
VYAPC (VY) operated in 1993 at capacity factors of 73.1 percent, 74.3 percent
and 74.1 percent, respectively, based on normal winter claimed capability.  
41
Yankee Rowe has not operated since October 1991.

     CY.  As of December 31, 1993, CY, since it began commercial operation in
1968, had generated over 99 billion kWh (gross) of electricity, making it one
of the most productive nuclear generating units in the United States.  

     The unit completed, on schedule, a 66-day refueling and maintenance
outage that began on May 15, 1993.  The second reload of fuel clad with
zircalloy was installed during this outage to replace the stainless steel
clad fuel. There is one more phase to this upgrade project that, when
completed, will make the operation of the reactor core more economical by
allowing longer operating cycles.  CY's next refueling and maintenance outage
is scheduled to begin on November 12, 1994 and is expected to last 54 days. 
Major work activities will include auxiliary feedwater system modifications
and motor-operated valve testing.  The start date and length of this
refueling outage may be impacted by an unplanned shutdown which occurred on
February 12, 1994, when the plant was required to come off line to address
integrity concerns in the safety-related service water system.  CYAPC is
reviewing the scope of work required and schedule for returning the unit to
servicelicenses from the unplanned outage.  

 
   In October 1992, CYAPC filed an application with the FERC for wholesale
rate relief.  CYAPC requested the increase to become effective on January 1,
1993.  The filing requested an increase in estimated decommissioning cost
collections from  $130 million to $309.1 million (in July 1992 dollars) and
also proposed to adjust decommissioning accruals automatically on an annual
basis beginning January 1, 1993.  In December 1992, FERC accepted CYAPC's
increased rates for filing, to become effective on June 1, 1993, subject to
refund, and rejected the proposal to automatically adjust decommissioning
accruals.  A settlement between all the parties was reached in 1992 and was
accepted by FERC in 1993.  This included an accrual level for decommissioning
of $294.2 million in 1992 dollars and an automatic increase of 5.5% annually
in the decommissioning accrual for each of the next five years.  

     MY.  MY began a refueling and maintenance outage on July 31, 1993 and
completed it in 75 days.  During the outage, repairs were made to the reactor
vessel thermal shield.  

     VY.  VY began a refueling and maintenance outage on August 27, 1993, and
completed it in 59 days, including recovery from a dropped fuel bundle that
suspended fuel movement for approximately 20 days.

     Yankee Rowe.  In February 1992, YAEC's owners voted to shut down Yankee
Rowe permanently and to begin preparations for an orderly decommissioning of
the facility.  The decision to close the generating plant eight years before
the end of its operating license was based on an economic evaluation of the
cost of a proposed safety review, the reduced demand for electricity in New
England, the price of alternative energy sources and uncertainty about the
regulatory requirements that the unit would need to meet in order to restart.

See "Electric Operations-Nuclear Generation-Operations-Decommissioning" for
information on YAEC's filing with FERC to collect for shutdown and
decommissioning costs and the recovery of the remaining investment in the
Yankee Rowe plant.

        The power contracts between CL&P, PSNH and WMECO and YAEC permit YAEC
to recover from each its proportional share of these costs from CL&P, PSNH
and WMECO.  Management believes that, although Yankee Rowe was shut down
eight years before the end of the unit's current license, CL&P, PSNH and 
42
WMECO will recover their investments in YAEC, along with any other costs
associated with the shutdown and decommissioning of Yankee Rowe. Accordingly,

the System has recognized these costs as a regulatory asset on its
consolidated balance sheet and as a corresponding obligation to YAEC.  

     NRC REGULATIONNRC.  As holders of licenses to operate
nuclear reactors, CL&P, PSNH, WMECO, NAEC, North Atlantic,NAESCO, NNECO and the Yankee companies are
subject to the jurisdiction of the NRC.  The NRC has broad jurisdiction over the
design, construction and operation of nuclear generating stations, including
matters of public health and safety, financial qualifications, antitrust
considerations and environmental impact.  The NRC issues 40-year initial
operating licenses to nuclear units and NRC regulations permit renewal of
licenses for an additional 20 year period.

     In its latest Systematic Assessment of Licensee Performance Report (SALP
report) issued on October 19, 1993,addition, activities related to nuclear plant operation are routinely
inspected by the NRC gave the three Millstone nuclear
plants a Category 1 rating in the area of radiological controls and a
Category 2 rating in five of the seven areas rated:  plant operations,
maintenance/surveillance, emergency preparedness, security and
engineering/technical support.  The Millstone units received a Category 3
rating in the area of safety assessment/quality verification.  Category 1
indicates "a superior level of performance," Category 2 indicates "a good
level of performance" and Category 3 denotes "an acceptable level of
performance."  The evaluation covered plant activities for the period
February 16, 1992 through April 3, 1993.  Management expects to continue to
improve performance, thereby raising these scores.compliance with NRC regulations.  The NRC issuedhas authority
to enforce its latest SALP report for Seabrook 1 on November 18,
1993.  The report coveredregulations through various mechanisms which include the interval from March 1, 1992 through August 28,
1993.  This report reflects the recent revisions to the SALP program in which
the numberissuance
of functional evaluation areas has been reduced from seven to
four:  plant operations, maintenance, engineeringnotices of violation (NOV) and plant support.  The
evaluation rated Seabrook 1 a Category 1 in the engineering and plant support
areas.  In the areas of plant operations and maintenance, the unit was rated
a Category 2. 

     The NRC issued its latest SALP report for CY on May 21, 1993.  The
report covered the interval from July 14, 1991 through January 9, 1993.  This
evaluation recognized the superior performance of CY by awarding the unit a
Category 1 in six of the seven areas rated:  plant operations, emergency
preparedness, security, engineering/technical support, safety
assessment/quality verification and radiological controls.  In the final
area, maintenance/surveillance, CY was rated as a Category 2.

     Despite the overall improved performance of the Millstone units, there
were a number ofcivil monetary penalties.   Several regulatory
enforcement actions, with associated civil monetary penalties aggregating
$357,500, were taken by the NRC in 1993.  On
May 4, 1993, the NRC issued1994 for certain violations which occurred at
Millstone Station.  However, approximately $270,000 of such amounts related to
NNECO a Notice of Violation (NOV) identifying
two potential violations. The first violation concerned NRC findingsviolations that a
former employee was subjectedoccurred prior to harassment and intimidation in 1989 for
raising a nuclear safety concern and that senior management was not effective
in dealing with the situation.  The second violation involved NRC concerns
that an employee may have deliberately delayed the processing of a
contemplated substantial safety hazard evaluation conducted to fulfill the
requirements of federal law.  Following NNECO's response to the NOV, the NRC
withdrew the second violation. To resolve this matter, NNECO paid a fine of
$100,000 in connection with the first violation.           

     On August 5, 1993, Millstone Unit 2 was shut down by plant personnel
after extensive efforts to repair a leaking primary system valve proved 
43
unsuccessful, and a sudden increase in the leak rate was experienced. 
Following replacement of the damaged valve, the unit was returned to service
on August 16, 1993.  Recognizing the seriousness of this event and the
potentially severe consequences of the failed repair efforts,  NNECO
performed a detailed evaluation of this event to consider potential
deficiencies and identify the actions needed to prevent recurrence.1994.

     The NRC also conducted a special investigation of this event and on September 22,
1993, identified to NNECO three apparent violations, related to work control
planning and implementation, which were being considered for escalated
enforcement.  On December 3, 1993, the NRC informed NNECO that it was
imposing a civil penalty of $237,500 for the three violations.  NNECO has
since paid the fine. 

     On September 10, 1993, NNECO was informed by the NRC that, as a result
of an investigation by the NRC Office of Investigation and a routine safety
inspection of the Millstone Unit 1 nuclear power plant, two apparent
violations arising from 1989 events were being considered for possible civil
monetary penalties.  The first issue concerned the alleged failure to
initiate and perform a required engineering analysis to determine the
operability of safety-related system in a timely manner.  The second issue
relates to allegations that the engineer who identified the system as being
potentially inoperable was harassed and discriminated against in retaliation
for the findings of his technical evaluations.  These matters were
investigated between early 1992 and June 1993 by a grand jury acting under
the direction of the U.S. Attorney's Office in Bridgeport, Connecticut.  The
U.S. Attorney's office issued a letter on June 30, 1993, stating that no
prosecutorial action would be initiated.  On March 17, 1994, the NRC informed
NNECO that further enforcement action with respect to this matter was not
planned, because their review had determined that there was insufficient
evidence to support the apparent violations. 

     On September 20, 1993, the NRC issued to NNECO an NOV concerning two
violations at the Millstone Station identified during its evaluation of the
licensed operator requalification training (LORT) program.  The first
violation concerned an inspection finding that various licensed operators at
Millstone 1 and 2 did not fully complete the LORT program for the 1991 and
1992 training periods.  The second violation cited the failure of NNECO's
internal nuclear review board to perform comprehensive audits of the
training, retaining, requalification, and performance of the operations staff
at Millstone 2 and 3.   NNECO chose not to contest the violations nor the
imposition of  a $50,000 civil penalty.  

     On December 15, 1993, the NRC issued an inspection report concerning the
SLCRS and ABVS systems deficiencies that were identified during the 1993
Millstone 3 refueling outage.  The report identified two apparent violations
that are being considered for escalated enforcement.  The apparent violations
involve the inability  of the systems to provide the necessary drawdown of
secondary containment following a postulated accident and NNECO's failure to
fully resolve these problems earlier, as a result of previous similar
violations identified in September 1992.  On March 11, 1994, the NRC notified
NNECO that it proposed to impose a civil penalty of $50,000 in respect of
these violations.  NNECO has 30 days to respond to the NRC.

     In January 1994, the NRC issued a report finding that the overall
Millstone 1 operator requalification training program was satisfactory.  The
NRC had previously found the program to be unsatisfactory.  The recent
conclusion was based on the results of a number of NRC inspections and the
operator examinations conducted in September 1993.  The NRC reviewed NNECO's
corrective actions and determined that all actions necessary to obtain and
maintain a satisfactory requalification training program had been completed 
44
and verified.  


     INDUSTRY-WIDE NUCLEAR ISSUES 

     The NRC regularly conducts generic reviews of technical and other
issues, a number of which may affect the nuclear plants in which System
companies have interests.  Issues currently under review include individual
plant examination programs to evaluate the likelihood and effects of severe
accidents at operating nuclear plants, pipe crack phenomena, post-accident
measures for controlling hydrogen, reactor vessel embrittlement, upgrading of
emergency response facilities and communications, the ability of plants to
cope with a total loss of power, emergency response planning, fitness for
duty policies, operator requalification training, reactor containment
suitability, maintenance adequacy, motor-operated valve testing, design basis
reconstitution, diesel generator reliability, life extension, equipment
procurement, electrical distribution system adequacy, reactor coolant pump
seal integrity, plant risk during shutdown and low power operation,
technical specification improvements, accident management, component aging,
steam generator degradation phenomena, service water system adequacy, seismic
qualification of equipment and other issues. At present, the outcome of the
NRC's reviews of these and other technical issues, and the ways in which the
different nuclear plants in which System companies have interests may be
affected, cannot be determined.  The cost of complying with any new requirements that
may result from these reviews cannot be estimated at this time, but such costs
could be substantial.  Further,One such issue that has received considerable attention
from the NRC is currently
evaluating a staff report onin the reportinglast several years concerns the ability and willingness of
nuclear plant workers to raise nuclear safety concerns which
may result in changes in the way such concerns are addressed.without fear of
retaliation for doing so.  The NRC has authorizedidentified the conductMillstone Station in
particular as a site where workers have expressed concern with their ability to
raise nuclear safety issues to company supervisors and managers.  Management is
aware of various regulatory activitiesthe NRC's concerns in this area, and is taking steps to ensure that the
environment at Millstone is one where workers feel free to raise issues without
fear of retaliation.

     NUCLEAR PLANT PERFORMANCE

     Capacity factor is a ratio that compares a unit's actual generating output
for a period with the unit's maximum potential output.  The average capacity
factor for operating nuclear units in the United States was 73.2 percent for
January through September 1994, and 67.5 percent for the five nuclear units
operated by the System in 1994, compared with 80.8 percent for 1993.  The lower
1994 capacity factor was primarily due to extended refueling and maintenance
outages at Millstone 1, Millstone 2 and Seabrook and unexpected technical and
operating difficulties at Millstone 2, Seabrook and CY.

     The System anticipates total expenditures in 1995 of approximately $477.5
million for operations and maintenance and $82.2 million in capital improvements
for the five nuclear plants that it operates.  The Performance Enhancement
Program (PEP), initiated in 1992 by the System's nuclear organization, was
designed in response to lower
costsa declining performance trend noted in the early 1990's.
 Seven PEP action plans were completed in 1994.  The System companies spent
$25.2 million on PEP in 1994 and have budgeted $21.7 million (included in the
1995 operations and maintenance annual budget) for 1995 PEP action plans.  The
remaining nine action plans are expected to its licensees while maintaining or improving public safety.

     Public controversy concerning nuclear power could affectbe completed by the end of 1997.

     When the nuclear units in which System companiesthey have ownership interests.  Overinterests are out of service,
CL&P, PSNH and WMECO need to generate and/or purchase replacement power.
Recovery of replacement power costs is permitted, subject to prudence reviews,
through the past
decade, proposalsGUAC for CL&P, through FPPAC for PSNH and through a retail fuel
adjustment clause for WMECO.  For the status of regulatory and legal proceedings
related to forcerecovery of replacement power costs for the premature shutdown1990-1993 period, see
"Rates - Connecticut Retail Rates," "Rates - New Hampshire Retail Rates" and
"Rates - Massachusetts Retail Rates."

     MILLSTONE UNITS

     For the twelve months ended December 31, 1994, the three Millstone units'
composite capacity factor was 66.4 percent, compared with a composite capacity
factor of nuclear units have
become issues79.3 percent for the twelve months ended December 31, 1993 and 53.1
percent for the same period in 1992.

     Millstone 1, a 660 MW boiling water reactor, has a license expiration date
of seriousOctober 6, 2010.  In 1994, Millstone 1 operated at a 58.3 percent capacity
factor.  The unit began a 71 day planned refueling and recurring attentionmaintenance outage on
January 15, 1994.  Millstone 1 returned to service on May 20, 1994, for an
outage duration of 125 days.  The delay in Maine, Massachusetts,
Vermont  and New Hampshire.  States' effortscompleting the outage on schedule was
primarily attributable to dealunanticipated work associated with the sitingservice water
systems, certain system valves and surveillance testing.  The next refueling
outage is scheduled for October 1995.

     Millstone 2, a 870 MW pressurized water reactor, has a license expiration
date of low
level radioactive waste repositoriesJuly 31, 2015.  In 1994 Millstone 2 operated at a 48.2 percent capacity
factor.  The unit began a planned 63-day refueling and maintenance outage on
October 1, 1994.  Subsequent events have also stimulated negative reactionsadded substantially to the duration of
the refueling outage and at present, the unit is not expected return to service
before mid-April 1995.  Earlier in communities being considered1994, Millstone 2 experienced a 57-day
unplanned maintenance outage which ended on June 18, 1994 and a second unplanned
outage to repair the reactor coolant pump oil collection system from July 27,
1994 to September 3, 1994.  The recovery of replacement power operation and
maintenance costs incurred during these outages are subject to prudence reviews
in both Connecticut and Massachusetts.

     A recent report issued by the NRC for those facilities.the Millstone Station noted
significant weaknesses in Millstone 2's operations and maintenance.
Subsequently, a senior NRC official expressed disappointment with the continued
weaknesses in Millstone 2's performance.  The continuing
controversyprimary cause of the NRC's
disappointment with Millstone 2's performance appears to be that, despite
significant management attention and action over a period of years, the NRC does
not believe it has seen enough objective evidence of improvement in reducing
procedural noncompliance and other human errors.  Management has acknowledged
the basis for the NRC's concern with Millstone 2 and has been devoting increased
attention to resolving these issues.  Management and the NRC expect to continue
to closely monitor performance at Millstone 2.

     Millstone 3, a 1154 MW pressurized water reactor, has a license expiration
date of November 25, 2025.  In 1994, Millstone 3 operated at a 94 percent
capacity factor.  The unit had no planned refueling and maintenance outages in
1994.  Millstone 3 experienced one unplanned outage in 1994 which lasted from
September 8, 1994 to September 22, 1994.  The next refueling outage is scheduled
to begin on April 14, 1995, with a planned duration of 54 days.
SEABROOK

     Seabrook 1, a 1148 MW pressurized water reactor, has a license expiration
date of October 17, 2026.  The Seabrook operating license expires 40 years from
the date of issuance of authorization to load fuel, which was about nuclearthree and a
half years before Seabrook's full power may affectoperating license was issued.  The
System will determine at the appropriate time whether to seek recapture of this
period from the NRC and thus add an additional three and a half years to the
operating term for Seabrook.  In 1994, Seabrook operated at a capacity factor of
61.6 percent.  The unit began a scheduled refueling and maintenance outage on
April 9, 1994.  The unexpected discovery of reactor coolant pump locking cups
and a bolt in the reactor vessel  contributed substantially to the duration of
the outage.  The unit returned to service on August 1, 1994 for an outage
duration of 114 days.  Seabrook experienced one unplanned outage in 1994 which
lasted from January 26 to February 17, 1994 when a main steam isolation valve
closed during quarterly surveillance testing.  The next refueling outage is
scheduled for November 1995.



YANKEE UNITS

     CONNECTICUT YANKEE

     CY, a 582 MW pressurized water reactor, has a license expiration date of
June 29, 2007.  In 1994 CY operated at a capacity factor of 75.4 percent.   CY
experienced two unplanned outages with durations greater than two weeks in 1994.
 The first such outage began in February 1994 and lasted 44 days in order to
repair and replace service water piping.  On July 11, 1994 the unit began a
second forced outage to upgrade the oil collection system for the reactor
coolant pumps.  The unit returned to service on August 17, 1994.  CY began a
planned refueling and maintenance outage on January 28, 1995, with a scheduled
duration of 51 days.

     MAINE YANKEE

     MY, a 870 MW pressurized water reactor, has a license expiration date of
October 21, 2008.  MY's operating license expires 40 years from the date of
issuance of the construction permit, which was about four years before MY's full
power operating license was issued.  At the appropriate time, MYAPC will
determine whether to seek recapture of this construction period from the NRC and
add it to the term of the MY operating license.  In 1994, MY operated at a
capacity factor of 85.9 percent.  The current refueling outage began in January
1995.

     VERMONT YANKEE

     VY, a 514 MW boiling water reactor, has a license expiration date of March
21, 2012.  In 1994, VY operated at a capacity factor of 94.4 percent.    The
current refueling outage began on March 17, 1995.

     YANKEE ROWE

     In February 1992, YAEC's owners voted to shut down Yankee Rowe permanently
based on an economic evaluation of the cost of operatinga proposed safety review, the
nuclear
unitsreduced demand for electricity in which System companies have interests. 

     While muchNew England, the price of alternative energy
sources and uncertainty about certain regulatory requirements.  The power
contracts between CL&P, PSNH and WMECO and YAEC permit YAEC to recover from each
its proportional share of the public policy debate about nuclear power has been
critical in the past, some trends in the energy environment have stimulated
renewed supportYankee Rowe shutdown and decommissioning costs.
For more information regarding recovery of decommissioning costs for nuclear power in the northeastern United States.  Among
these trends are the growing national environmental concerns and legislation
about acid rain, air quality and global warming associated with fossil fuels.

These concerns particularly affect the densely populated areas in the
Northeast, downwind of coal-burning regions like the Midwest and mid-Atlantic
states.  In addition, at times when the price and availability of fuel oil
have been volatile, the System's commitment to nuclear power has allowed it
to minimize the oil-related rise in customers' bills.  While the public
controversy about nuclear power is not expected to disappear, recent trends
suggest a more balanced public policy debate about the impacts of fossil fuel
generation as well.Yankee
Rowe, see "Electric Operations - Nuclear Generation - Decommissioning."

     NUCLEAR INSURANCE

     The NRC's nuclear property insurance rule requires nuclear plant licensees
to obtain a minimum of $1.06 billion in insurance coverage.  The45 rule requires
that, although such policies may provide traditional property coverage, proceeds
from the policy following an accident in which estimated stabilization and
decontamination expenses exceed $100 million will first be applied to pay such
expenses.  The insurance carried by the licensees of the Millstone units,
Seabrook 1, CY, MY and VY meets the requirements of this rule.  YAEC has
obtained an exemption for the Yankee Rowe plant from the $1.06 billion
requirement and currently carries $25 million of insurance that otherwise meets
the requirements of the rule.  The Price-Anderson Act currently limits public liability from a single
incident at aFor more information regarding nuclear power plant to $9.4 billion.  The first $200 millioninsurance,
see "Nuclear Insurance Contingencies" in the notes of liability would be provided by purchasing the maximum amount of commercially
available insurance.  Additional coverage of up to $8.8 billion would be
provided by an assessment of $75.5 million per incident, levied on each of
the 116 United States nuclear units that are currently subject to the
secondary financial protection program, subject to a maximum assessment of
$10 million per incident per nuclear unit in any year.  In addition, if the
sum of all public liability claims and legal costs arising from any nuclear
incident exceeds the maximum amount of financial protection, each reactor
operator can be assessed an additional five percent, up to $3.8 million or
$437.9 million in total for all 116 reactors.  The maximum assessment is to
be adjusted for inflation at least every five years.

     Based onNU's, CL&P's, PSNH's,
and WMECO's ownership interests in the three
Millstone units and CL&P's and NAEC's interests in Seabrook 1, the System's
current maximum direct liability would be $244.2 million per incident.  In
addition, through CL&P's, PSNH's and WMECO's power purchase contracts with
the four Yankee regional nuclear electric generating companies, the System
would be responsible for up to an additional $97.9 million per incident. 
These payments would be limited to a maximum in any year of $43.2 million per
incident.

     Insurance has been purchased from Nuclear Electric Insurance Limited
(NEIL) to cover:  (1) certain extra costs incurred in obtaining replacement
power during prolonged accidental outages with respect to CL&P's and WMECO's
ownership interests in Millstone 1, 2, 3, and CY, CL&P's ownership interest
in Seabrook, and PSNH's Seabrook Power Contract with NAEC; and (2) the cost
of repair, replacement, or decontamination or premature decommissioning of
utility property resulting from insured occurrences with respect to CL&P's
ownership interests in Millstone 1, 2, 3, CY, MY, VY, and Seabrook 1; WMECO's
ownership interests in Millstone 1, 2, 3, CY, MY, and VY; PSNH's ownership
interest in Millstone 3, CY, MY and VY; and NAEC's ownership interest in
Seabrook 1.  All companies insured with NEIL are subject to retroactive
assessments if losses exceed the accumulated funds available to NEIL.  The
maximum potential assessments against CL&P, PSNH, WMECO, and NAEC with
respect to losses arising during current policy years are approximately $13.9
million under the replacement power policies and $29.9 million under the
property damage, decontamination, and decommissioning policies.  Although
CL&P, PSNH, WMECO, and NAEC have purchased the limits of coverage currently
available from the conventional nuclear insurance pools, the cost of a
nuclear incident could exceed available insurance proceeds.  

     Insurance has been purchased from American Nuclear Insurers/Mutual
Atomic Energy Liability Underwriters, aggregating $200 million on an industry
basis, for coverage of worker claims.  All companies insured under this
coverage are subject to retrospective assessments of $3.2 million per
reactor.  The maximum potential assessments against CL&P, PSNH, WMECO, and
NAEC with respect to losses arising during the current policy period are
approximately $13.9 million.   

46
     CYAPC expects that it will receive an insurance recovery for costs
related to the CY thermal shield repair which occurred during the 1987
outage, and the removal which occurred during the 1989 outage, but the amount
and time of payment are not certain.  See "Rates-Connecticut Retail
Rates-Adjustment Clauses."financial statements.

     NUCLEAR FUEL

     The supply of nuclear fuel for the System's existing units requires the
procurement of uranium concentrates, followed by the conversion, enrichment and
fabrication of the uranium into fuel assemblies suitable for use in the System's
units.  These materials and services are available from a number of
domestic and foreign sources.  The System companies have predominantly relied
on long term contracts with both domestic and foreign suppliers, supplemented
with short term contracts and market purchases, to satisfy the units'
requirements.  Although the System has increased the use of foreign
suppliers, domestic suppliers still provide the majority of the materials and
services.  The System companies have maintained diversified sources of supply for
these materials and services, relying on no single source of supply for any one
component of the fuel cycle, with the exception of enrichment services of which thecycle.  The majority of the System companies' uranium
enrichment services requirements are provided under a long term contract with
the U.S. Enrichment Corporation, a wholly-owned government corporation, established on July 1, 1993, in accordance with the Energy
Policy Act  and the successor to the U.S. DOE Uranium Enrichment Enterprise.corporation.  The
majority of Seabrook 1's uranium enrichment services requirements, however, are
furnished by a Russian trading company.  The System expects that uranium
concentrates and related services for the units operated by the System and for
the other units in which the System companies are participating, that are not
covered by existing contracts, will be available for the foreseeable future on
reasonable terms and prices.

     As a result of the Energy Policy Act, the U.S. utilitycommercial nuclear power
industry is required to pay to the DOE, via a special assessment for the costs
of the decontamination and decommissioning of uranium enrichment plants operatedowned by
the DOE,U.S. government, no more than $150 million each U.S. Government fiscal year for 15 years beginning in 1993.
Each domestic nuclear utility will make a payment proportionedbased on its past purchasespro rata share of
all enrichment services received by the U.S. commercial nuclear power industry
from the DOE's Uranium Enrichment Enterprise.U.S. Government through October 1992.  Each year, the DOEU. S. Department
of Energy (DOE) will adjust the annual assessment using the Consumer Price
Index.  The Energy Policy Act provides that the assessments are to be treated as
reasonable and necessary current costs of fuel, which costs shall be fully
recoverable in rates in all jurisdictions. The System's total share of the
estimated assessment was approximately $56.7$51 million.  Management believes that
the DOE assessments against CL&P, WMECO, PSNH and NAEC will be recoverable in
future rates.  Accordingly, each of these companies has recognized these costs
as a regulatory asset, with a corresponding obligation on its balance sheet.

     Costs associated with nuclear plant operations include amounts for disposal
of nuclear wastes,waste, including spent fuel, and for the ultimate decommissioning of
the plants.  The System companies include in their nuclear fuel expense spent
fuel disposal costs accepted by the DPUC, the NHPUC and the DPU in rate case or
fuel adjustment decisions.  Spent fuel disposal costs are also reflected in
FERC-approved wholesale charges.  Such provisions include amortization and
recovery in rates of previously unrecovered disposal costs of accumulated spent
nuclear fuel.

     HIGH-LEVEL RADIOACTIVE WASTES

     Under theWASTE

     The Nuclear Waste Policy Act of 1982 (NWPA), provides that the DOEfederal
government is required to
design, license, construct and operate a permanent repository for high level 
47

radioactive wastes and spent nuclear fuel.  The act requires the DOE to
provide, beginning in 1998,responsible for the permanent disposal of spent nuclear reactor
fuel and high
level radioactive waste from commercial nuclear plants through contracts withhigh-level waste.  As required by the owners and generators of such waste.  The System companies have entered
into such contracts with the DOE with respect to Millstone 1, 2 and 3 and
Seabrook 1, and have been advised that the Yankee companies have entered into
similar contracts.

     The DOE has established disposal fees to be paid to the federal
government byNWPA, electric utilities
owning orgenerating spent nuclear fuel and high-level waste are obligated to pay fees
into a fund which would be used to cover the cost of siting, constructing,
developing and operating nuclear generating
units.a permanent disposal facility for this waste.  The
System companies have been paying for such services for fuel burned starting in
April 1983 on a quarterly basis since July 1983 in
accordance with the contracts; the1983.  The DPUC, the NHPUC and the
DPU permit the fee to be recovered through rates.

     The disposal fee for fuel burned before April 1983 (previously burned
fuel) is determined in accordance with a fee structure based on fuel burnup. 
Under the contract payment option selected, the System companies anticipate
making payment to the DOE for disposal of previously burned fuel just before
the first delivery of spent fuel to the DOE.  That payment obligation is not
a funded obligation.  The liability under the selected payment option for
previously burned fuel, including interest, through December 31, 1993, and
the amounts recovered through rates for previously burned fuel through the
end of 1993 for Millstone 1 and 2, are as follows:

         Previously Burned Fuel Liability,   Amounts Recovered for Previously
        Including Interest, Thru 12/31/93      Burned Fuel Thru 12/31/93    
                                       (Millions)

CL&P                 $136.1                             $134.5
WMECO                  31.9                               32.3
Total                $168.0                             $166.8

     Because Millstone 3 and Seabrook 1 went into service after 1983, there
is no previously burned fuel liability for those units.

     In return for payment of the fees prescribed by the Nuclear Waste Policy
Act,NWPA, the federal
government is to take title to and dispose of the utilities' high levelhigh-level wastes
and spent nuclear fuel.  The NWPA provides that a disposal facility be
operational and for the DOE to accept nuclear waste for permanent disposal in
1998.  In late 1993 and 1994, DOE indicated that it was not likely to meet its
statutory and contractual obligations to accept spent fuel beginning no later thanin 1998.

     In June 1994, the DPUC joined with the Connecticut and Massachusetts
Attorneys General and a number of states in a lawsuit filed in federal court
against the DOE, seeking a declaratory judgment that the DOE has a statutory
obligation to take high-level nuclear waste from utilities in 1998 and to
establish judicially administered milestones to enforce that obligation.  The
State of New Hampshire, among others, subsequently joined in this lawsuit.  NU
and its affiliates did not join a companion lawsuit filed by fourteen utilities
seeking similar relief.  Nuclear utilities and state regulators are presently
considering additional steps which they might take to ensure that the DOE is
able to meet its obligations with regard to nuclear waste disposal as soon as
possible.

     Until the federal government begins receiving such materials,accepting nuclear waste for disposal,
operating nuclear generating plants will need to retain high-level wastes and
spent fuel on-site or make some other provisions for their storage.  With the
addition of new storage racks or through fuel consolidation, storage facilities
for Millstone 3 and CY are expected to be adequate for the projected life of the
units.  With
theThe storage facilities for Millstone 1 and 2 are expected to be adequate
(maintaining the capacity to accommodate a full-core discharge from the reactor)
until 2000.  Fuel consolidation, which has been licensed for Millstone 2, could
provide adequate storage capability for the projected lives of Millstone 1 and
2.  In addition, other licensed technologies, such as dry storage casks or
on-site transfers, are being considered to accommodate spent fuel storage
requirements.  With the addition of new racks, Seabrook 1 is expected to have
spent fuel storage capacity until at least 2010.

     Under the terms of a license amendment approved by the NRC in 1984, MY's present storage capacity of the spent fuel pool at the unit will be
reached in 1999, and after 1996 the available capacity of the pool will not
accommodate a full-core removal.  After consideration of available technologies,
MYAPC elected to provide additional capacity by replacing the fuel racks in the
spent fuel pool at the unit and, on January 25, 1993, filed
withunit.  On March 15, 1994, the NRC seeking authorization to implement theauthorized this plan.
MYAPC believes48 that the replacement of the fuel racks if approved, will provide adequate
storage capacity through the unit'sMY's current licensed operating life.

     While no
intervention has occurred, MYAPC cannot predict with certainty whether the
NRC authorization will be granted or whether or to what extent the storage
capacity limitation at the unit will affect the operation of the unit or the
future cost of disposal.

     Under the terms of a license amendment approved by the NRC in 1991, theThe storage capacity of the spent fuel pool at VY is expected to be reached
in 2003,2005, and the available capacity of the pool is not expected to be able to
accommodate a full-core removal after 1998.until 2001.

     Because the Yankee Rowe plant was permanently shut down effective February 26,
1992, YAEC is planning to construct a temporary facility to store the spent
nuclear fuel produced by the Yankee Rowe plant over its operating lifetime until
that fuel is removed by the DOE.  See "Electric Operations - Nuclear Generation
- Decommissioning" for further information on the closing and decommissioning of
Yankee Rowe.

     LOW-LEVEL RADIOACTIVE WASTES

     Disposal costs for low-level radioactive wastes (LLRW) have continued to
rise in recent years despite significant reductions in volume.  Approximately
$7.65 million was spent on LLRW disposal for the Millstone units and CY in
1993.WASTE

     In accordance with the provisions of the federal Low-Level Radioactive
Waste Policy Act of 1980, as amended (the Waste Policy Act), on December 31,
1992 the disposal site at Beatty, Nevada closed, and the Richland, Washington
facility closed to disposal of LLRWlow-level radioactive wastes (LLRW) from outside
its compact region. During
1992,On July 1, 1994, the Barnwell, South Carolina site announced its intention to remain
openLLRW facility
ceased accepting LLRW for disposal from states situated outside its compact
region.  The NU System is currently implementing plans for the temporary on-site
storage of out-of-regionLLRW generated at its nuclear facilities.  The costs associated with
temporary on-site storage of LLRW are not material.  The System has plans that
will allow for the storage of LLRW until June 30, 1994.  In November
1992, the Northeast Compact commission entered into an agreement with the
Southeast Interstate Low-Level Radioactive Waste Management Compact (the
Southeast Compact) commission providing for continued access to the Barnwella permanent disposal facility until June 30, 1994 bybecomes
available.  The System can manage its Connecticut LLRW generators, andby volume reduction,
storage or shipment at least through 1999.  In addition, an NRC policy
memorandum provides additional guidance on interim LLRW storage by removing any
time limitations on the System
agreed to pay, in addition to disposal fees, an access fee of $220 per cubic
foot, with a minimum of $4.73 million, for the right to disposeon-site storage of LLRW at
Barnwell during this period.and by allowing for modification
and expansion of storage facilities without prior NRC approval.  The Millstone
units and CY incurred approximately $6.8 million in off-site disposal costs in
1994.

     The Connecticut Hazardous Waste Management Service (the Service), a state
quasi-public corporation, is charged with coordinating the establishment of a
facility for disposal of LLRW originating in Connecticut.  In June 1991, the Service announced that it had selected three potential
sites in north-central Connecticut for further study.  The Service's
announcement provoked intense controversy in the affected municipalities and
resulted in legislative action to stop the selection process.  On February 1, 1993,
the Service presented theConnecticut legislature withapproved a new site selection plan under which
communities are urged to volunteer a site for a facility in return for financial
and other incentives.  The volunteer process is being continued in 1994.through 1996.
The Service's activities in this regard are funded by assessments on
Connecticut's LLRW generators.  The System was assessed
approximately $1.8 million for the state's 1992-1993 fiscal year. Due to the change to a volunteer process, there
was no assessment for the 1993-19941994-1995 fiscal year and the state projects no
assessment for the 1994-19951995-1996 and 1995-19961996-1997 fiscal years.49
     The System has plans to acquire or construct additional LLRW storage
capacity at the Millstone and CY sites to provide for temporary storage of
LLRW should that become necessary.  The System can manage its Connecticut
LLRW by volume reduction, storage or shipment at least through 1999.  Management cannot
predict whether and when a disposal site will be designated in Connecticut. The
Service currently projects that a disposal site will be designated by 2002.

     Since January 1, 1989, the State of New Hampshire has been barred from
shipping Seabrook LLRW to the operating disposal facilities in South Carolina,
Nevada and Washington for failure to meet the milestones required by the Waste
Policy Act.  Seabrook 1 has never shipped LLRW but has capacity to store at
least five years' worth of the LLRW generated on-site, with the capability to
expand this on-site capacity if necessary.  The Seabrook station accrued
approximately $1.3$2.0 million in off-site disposal costs in 1993.1994.  New Hampshire is
pursuing options for out-of-state disposal of LLRW generated at Seabrook.

     Massachusetts and Vermont have arranged for continued access to the
Barnwell facility until mid-1994 for the nuclear waste generators in their
states.  YAEC is currently disposing of its LLRW at the Barnwell facility.
     MY has been storing its LLRW on-site since January 1993.  VY and MY each
has on-site storage capacity for at least five years' production of LLRW from
its respective plants.  Maine and Vermont are in the process of finalizingimplementing an
agreement with the state of Texas to provide access to a LLRW facility that willis to be
developed in that state.



     DECOMMISSIONING

     TheBased upon the System's most recent comprehensive site-specific updates of
the decommissioning costs for each of the three Millstone units were completed in
1992 and for
Seabrook, was completed in 1991.  Thethe recommended decommissioning method reflected in the cost estimates continues to be immediate and
complete dismantlement of those units at their retirement.  The table below sets
forth the estimated Millstone and Seabrook decommissioning costs for the System
companies.  The estimates are based on the latest site studies, escalated to
December 31, 19931994 dollars, and include costs allocable to NAEC's share of
Seabrook recently acquired from VEG&T.

                     CL&P     PSNH     WMECO     NAEC     NU System
                                     (Millions)
     Millstone 1   $312.5$332.8     $ -     $ 73.378.1 $  -        $385.8$  410.9
     Millstone 2    251.0267.3       -       58.962.7    -           $309.9330.0
     Millstone 3    223.0    12.0    51.6237.5      12.8     54.9    -           286.6305.2
     Seabrook 1*     15.5       -        -      137.3        52.8
                   ------     -----   ------   ------    --------

      Total        $853.1     $12.8   $195.7   $137.3    $1,198.9
                   ======     =====   ======   ======    ========


---------------
*    The Seabrook decommissioning estimate currently is under review by the New
Hampshire Nuclear Decommissioning Finance Committee (NDFC).

     As of December 31, 1994, the balances (at market) in certain external
decommissioning trust funds, as discussed more fully below, were as follows:

                    CL&P     PSNH      WMECO      NAEC System
                                     (Millions)

     Millstone 1   $ 81.5     $ -     $ 27.4     $ -       $108.9
     Millstone 2     52.1       -       18.5       -         70.6
     Millstone 3     37.2      1.8      10.2       -         49.2
     Seabrook 1       14.91.2       -        -        131.7      146.610.3       11.5
                   ------     ----    ------     -----     ------

      Total        $801.4   $12.0  $183.8   $131.7   $1,128.9$172.0     $1.8    $ 56.1     $10.3     $240.2
                   ======     ====     =====     =====     ======

     Pursuant to Connecticut law, CL&P has periodically filed plans with the
DPUC for financing the decommissioning of the three Millstone units.  In 1986,
the DPUC approved the establishment of separate external trusts for the
currently tax-deductible portions of decommissioning expense accruals for
Millstone 1 and 2 and for all expense accruals for Millstone 3.  In its 1993
CL&P multi-year rate case decision, the DPUC allowed CL&P's full decommissioning
estimate for the three Millstone units to be collected from customers.  This
estimate includes an approximately 16 percent contingency factor for each unit.
The estimated aggregate System cost of decommissioning the Millstone units is
$1.1approximately $1.05 billion in December 19931994 dollars.

     WMECO has established independent trusts to hold all decommissioning
expense collections from customers.  In its 1990 WMECO multi-year rate case
decision, the DPU allowed WMECO's decommissioning estimate for the three50
Millstone units ($840 million in December 1990 dollars) to be collected from
customers.  Due to the settlement in the 1992 WMECO rate case, the aggregate
decommissioning estimate for the three Millstone units remains unchanged.

     The decommissioning cost estimates for the Millstone units are reviewed and
updated regularly to reflect inflation and changes in decommissioning
requirements and technology.  Changes in requirements or technology, or adoption
of a decommissioning method other than immediate dismantlement, could change
these estimates. CL&P, PSNH and WMECO attempt to recover sufficient amounts
through their allowed rates to cover their expected decommissioning costs.  Only
the portion of currently estimated total decommissioning costs that has been
accepted by regulatory agencies is reflected in rates of the System companies.
Although allowances for decommissioning have increased significantly in recent
years, ratepayerscollections from customers in future years will need to increase their payments to
offset the effects of any insufficient rate recoveries in previous years.

     New Hampshire enacted a law in 1981 requiring the creation of a
state-managed fund to finance decommissioning of any units in that state.  In
1992, the New Hampshire Nuclear Decommissioning Financing Committee (NDFC)NDFC established approximately $323 million (in 1991 dollars) as the
decommissioning cost estimate for immediate and complete dismantlement of
Seabrook 1 upon its retirement.  North Atlantic prepared a revised
decommissioning estimate in 1994.  The revised estimate is currently under
review by the NDFC.  Public hearings were held in the fourth quarter of 1994.
Approval of the estimate is expected in late April, 1995.  On March 10, 1993, FERC approved this
estimate.  The estimatedthe basis of North
Atlantic's 1994 revised estimate, the total System decommissioning cost for
Seabrook 1 is $366$152.8 million in December 19931994 dollars.

     The NHPUC is authorized to permit the utilities subject to its jurisdiction
that own an interest in Seabrook 1 to recover from their customers on a
per-kilowatt-hourper-kilowatt hour basis amounts paid into the decommissioning fund over a period
of years.  NAEC's costs for decommissioning are billed by it to PSNH and
recovered by PSNH under the Rate Agreement.  Under the Rate Agreement, PSNH is
entitled to a base rate increase to recover increased decommissioning costs.
See "Rates - New Hampshire Retail Rates" for further information on the Rate
Agreement.

     North Atlantic submitted its annual update of the 1991 Decommissioning
Study and Funding Schedule to the NDFC on March 31, 1993.  It included an
updated estimate for the prompt removal and dismantling of Seabrook station
in 2026 at the end of licensed life and a review of the assumptions on
inflation and rate-of-return on fund investments used to develop the joint
owner contribution schedule.  North Atlantic concluded that the 1991
estimate, escalated in accordance with these assumptions to 1993 dollars, is
still valid.  Although a schedule has not been set by the NDFC, public
hearings on the decommissioning estimate and funding schedule will probably
be held in the third quarter of 1994. 

     The new Investment Guidelines for the Seabrook Nuclear Decommissioning
Financing Fund, which were approved by the New Hampshire State Treasurer and
would have gone into effect on November 1, 1993, have been put on hold by a
recent decision of FERC.  The October 20, 1993 FERC order effectively
reinstated the so-called "black lung" investment restrictions on
decommissioning funds subject to its jurisdiction, although Congress, in the
Energy Policy Act, had repealed the IRS regulation which mandated them. 
Under these restrictions, investments are limited to public debt securities
that are fully backed by the U.S. government, tax exempt obligations of state
or local governments and time deposits with a bank or insured credit union. 
The new guidelines would allow equity holdings by the joint owners of
Seabrook, beginning with a limit of 10 percent in 1994 and gradually
increasing to a limit of 40 percent in 1997.  The strategies also call for a
gradual reduction in the equity position as the plant approaches the end of
51
its licensed life.  Implementation of new investment guidelines for the
Millstone units and CY have also been delayed because of the FERC decision. 
The System is party to petitions filed with FERC in November 1993, seeking
reconsideration of the FERC decision.  

     As of December 31, 1993, the balances (at cost) in the external
decommissioning trust funds were as follows:

                   Millstone 1   Millstone 2    Millstone 3   Seabrook 1
                                    (Millions of Dollars)
 
     CL&P...........   $70.4        $45.5        $30.9           $ .9  
     PSNH...........     *           *             1.5            *     
     WMECO..........    24.0         16.5          8.6            *     
     NAEC...........     *           *              *             7.9  
                       _____        _____         _____          ____
       Total........   $94.4        $62.0         $41.0          $8.8 

     *PSNH has no ownership interest in the Millstone 1 and 2 units.  WMECO
has no ownership interest in Seabrook 1.  NAEC's only ownership interest
is in Seabrook 1.

     YAEC, MYAPC, VYNPC and CYAPC are all collecting revenues for
decommissioning from their power purchasers.  The table below sets forth the
estimated decommissioning costs of the Yankee units for the System companies.
The estimates are based on the latest site studies, escalated to December 31,
19931994 dollars.  For information on the equity ownership of the System companies
in each of the Yankee units, see "Electric Operations - Nuclear Generation -
General."

                        CL&P     PSNH       WMECO      NU System
                                   (Millions)

        VY           $ 31.3    $13.2      $ 8.2       $ 52.7
        Yankee Rowe*  100.0     28.6       28.6        157.2
        CY            $117.3     $17.0       $32.3       $166.6124.9     18.1       34.4        177.4
        MY             38.8      16.2         9.7         64.740.6     16.9       10.1         67.6
                     ------    -----      -----        -----

              Total  $298.8    $76.8      $81.3       $454.9
                     ======    =====      =====       ======


---------------
*    The costs shown include all decommissioning costs as well as other closing
costs associated with the early retirement of Yankee Rowe.





     As of December 31, 1994, the balances (at market) in the external
decommissioning trust funds for the Yankee Units were as follows:

                       CL&P      PSNH       WMECO      System
                                   (Millions)
        VY          *         *            *           *$ 10.8     $ 4.5      $ 2.8       $ 18.1
        Yankee Rowe   68.7      19.6        19.6        107.9
                     ______     _____       _____       ______26.4       7.6        7.6         41.6
        CY            51.6       7.5       14.2         73.3
        MY            13.0       5.4        3.3         21.7
                    ------     -----      -----        -----

              Total $255.3     $65.6       $69.6       $390.5

     *VYNPC is currently reestimating$101.8     $25.0      $27.9       $154.7
                    ======     =====      =====       ======

     In October 1994, YAEC submitted a decommissioning cost estimate as part of
its decommissioning plan with the costNRC.  Following the receipt of NRC approval,
this estimate will be filed with FERC.  The estimate increased the system's
ownership share of decommissioning VY.  Based
on recent estimates for comparable units, the projected cost is expected to
fall into the $300 - $350YAEC's nuclear facility by approximately $36
million range.  The System's share of these
costs is expected to be between $48 million and $56 million.  The results of
the VYNPC study are expected to be available in the spring of 1994. 

     In June 1992, YAEC filed a rate filing to obtain FERC authorization for
an increase in rates to cover the costs of closing and decommissioning the
Yankee Rowe plant and for the recovery of the remaining investment in the
unit over the remaining period of its NRC operating license.January 1, 1994 dollars.  At December 31, 1993,1994, the estimated
remaining costs amounted to $408.2 million, of which the System's share of these estimated costs was
approximately $132.8$157.1 million.  A settlement agreement amongManagement expects that CL&P, PSNH and WMECO will
continue to be allowed to recover such FERC approved costs from their customers.

     YAEC the FERC staff and intervenorshas begun component removal activities related to the FERC proceeding addressing all issuesdecommissioning
of its nuclear facility.  Based on the revised decommissioning estimate and the
remaining decommissioning costs in 1994 dollars, approximately nine percent of
such removal activities has been filed with and accepted
by FERC.   YAEC has submitted its decommissioning plan tocompleted.  Management believes that, although
Yankee Rowe was shut down eight years before the NRC for
approval.

     Due to the unexpected continued availabilityend of the low level waste
disposal facilityunit's operating
license, CL&P, PSNH and WMECO will recover their investments in Barnwell, South Carolina, YAEC, requested NRC permission
to use decommissioning funds prior to final NRC approval of the complete
52
plan.  On April 16, 1993, the NRC approved YAEC's request to use funds for
removal of the steam generators, pressurizer and reactor internals.  By
December 31, 1993, all major components were successfully disposed of at
Barnwell and only a small number of internals shipments remain to be made.

     YAEC will continue its dismantling of the plant in 1994.  The NRC's
review of the decommissioning plan is expected to be completed by December 

31, 1994 at which time YAEC will, depending upon the availability of a low
level waste site, move to completely dismantle the facility.along with
any other associated costs.

     CYAPC accrues decommissioning costs on the basis of immediate dismantlement
at retirement.  The most current estimated decommissioning cost, based on a 1992
study, is approximately $339.9$362.0 million in year-end 19931994 dollars.  As a result of a 1987 study approved by FERC, CYAPC has been
accruing expenses based on an estimated decommissioning level of $130
million.  On October 30, 1992, CYAPC filed with FERC a proposed change in
rates to recover the increase in estimated decommissioning costs.  OnIn May 11, 1993,
FERC approved a settlement agreement in a CYAPC rate proceeding allowing a
revised decommissioning estimate of $294.2 million (in July 1992 dollars) to be
recovered in rates effectivebeginning on June 1, 1993.  See "Electric Operations - Nuclear Generation -
Operations - Yankee Units."  

     In 1984, CYAPC established an independent irrevocable decommissioning
trust fund, which was modifiedThis amount will increase by a
stated amount each year for tax purposes in 1987 to create two trusts.

Each month, CYAPC's sponsors are billed for their proportionate share of
decommissioning expense as allowed by FERC and payments are made directly to 
the trust.  The combined balance of the trusts at December 31, 1993 was
$137.8 million.  The trust balances must be used exclusively to discharge
decommissioning costs as incurred.inflation.

     MYAPC estimates the cost of decommissioning MY at $323.7$338.3 million in
December 31, 19931994 dollars based on a study completed in July 1993.  VYNPC
estimates the cost of decommissioning VY at $329.6 million in December 31, 1994
dollars based on a study completed in March 1994.

     For further information regarding the decommissioning of the System nuclear
units, see "Nuclear Decommissioning" in the notes to NU's, CL&P's, PSNH's,
WMECO's and NAEC's financial statements.

                            NON-UTILITY BUSINESSES

GENERAL
     In addition to its core electric utility businesses in Connecticut, New
Hampshire and Massachusetts, in recent years the System has begun a
diversification of its business activities into two energy-related fields:
private power development and energy management services.



PRIVATE POWER DEVELOPMENT

     In 1988, NU organized a new subsidiary corporation, Charter Oak, through which
the System participates as a developer and investor in domestic and
international private power projects.  With the passage of the Energy Policy
Act, Charter Oak can invest in cogenerationEWG and smallFUCO power production (SPP)
facilitiesprojects anywhere in the
world.  This legislation also expands Charter
Oak's permissible involvement in exempt wholesale generators (EWGs) to
include development, construction and ownership.  Management currently does not permit Charter Oak to invest in facilities
which are located within the System service territory or to sell its electric
output to any of the System electric utility companies.

     For a discussion of certain highlights of the
Energy Policy Act relating to EWGs, see "Regulatory and Environmental Matters
- - Public Utility Regulation."
53
     Under the Public Utility Regulatory Policies Act of 1978 (PURPA), as a
subsidiary of an electric utility holding company, Charter Oak is effectively
limited to no more than 50 percent ownership in a QF within the United
States.  To work within this constraint, Charter Oak has made strategic alliances with several experienced
developers to pursue development opportunities.  Through these relationships, Charter Oak is pursuing
development opportunities nationwide and internationally.

     Although Charter Oak has no full-time employees, eight NUSCO employees
are dedicated to Charter Oak activities on a full-time basis.  Other NUSCO
employees provide services as required.
Charter Oak owns, through a wholly-owned special purpose subsidiary, a ten
percent equity interest in a 220 MW natural gas-fired combined cycle
cogeneration QF in Texas which provides steam to Campbell Soup Company's
Paris, Texas manufacturing facility and electricity to Texas Utilities
Electric Company.Texas. Charter Oak also owns 56 MW of the 1,875 MW Teesside
natural gas-fired cogeneration facility in the United Kingdom.

     Charter Oak is pursuing other project development opportunities in both the
domestic and international markets with a combined capacity over 1,000 MW.
Charter Oak is currently participating in the development stage of projects in
Texas, the West Coast, the Midwest, Latin America and the Pacific Rim.  Specifically, Charter
Oak is engaged in constructing a 114 MW natural gas-fired project located in the
Republic of Argentina (Argentina) and plans to begin construction of a 20 MW
wind project in Costa Rica in the spring of 1995.  Charter Oak's share of these
projects is 38 MW and 13 MW, respectively.

     Although Charter Oak has no full-time employees, nine NUSCO employees are
dedicated to Charter Oak activities on a full-time basis.  Other NUSCO employees
provide services as required.  NU's total investment in Charter Oak was
approximately $23.0$31.0 million as of December 31, 1993.1994.  NU Charter Oak and its subsidiary, Charter Oak Energy
Development, have received approval from the SECcurrently is committed
to increase NU's authorized
investmentinvest an additional $15 million in Charter Oak to up to $100 million and to increase Charter Oak's
authorized investmentfund completion of the
natural gas-fired project in COE Development to up to $100 million for
preliminary development activities in QFs, IPPs, EWGs and foreign utility
companies.Argentina.

ENERGY MANAGEMENT SERVICES

     In 1990, NU organized a new subsidiary corporation, HEC, which acquiredto acquire
substantially all of the assets and personnel of an existing, non-affiliated
energy management services company.  In general, the energy management services
that HEC provides are performed for customers pursuant to contracts to reduce
the customers' overall energy consumption and reduce energy costs and/or conserve energy and other resources.  HEC
also provides demand side management consulting services to utilities.  HEC's
energy management and consulting services are directed primarily to the
commercial, industrial and institutional markets and utilities in New England
and New York, although the
SEC's order under the 1935 Act that authorized NU to operate HEC also permits
HEC to serve customers outside that area, so long as over half of its
revenues are attributable to customers in New England and New York.  NU's initial equity investment in HEC was approximately $4
million and NU has made additional capital contributions of approximately
$300,000 through March 1, 1994.  Under the SEC order authorizing HEC's participation
in the Money Pool, HEC may borrow up to $11 million from the Money Pool.  At
December 31, 1993, HEC had $2.9 million outstanding from its borrowings from
the Money Pool.  








541994.



                    REGULATORY AND ENVIRONMENTAL MATTERS


PUBLIC UTILITYENVIRONMENTAL REGULATION

     NU is registered with the SEC as an electric utility holding company
under the 1935 Act.  Under the 1935 Act, the SEC has jurisdiction over NU and
its subsidiaries with respect to, among other things, securities issues,
sales and acquisitions of securities and utility assets, intercompany loans,
services performed by and for associated companies, accounts and records,
involvement in non-utility operations and dividends.GENERAL

     The Energy Policy Act amended the 1935 Act to give registered holding
companies, like NU, broadened authority to invest in small power production
facilities qualifying under PURPA and to own a new class of IPPs known as
EWGs.  An EWG is an entity exclusively in the business of owning and/or
operating generating facilities that sell electricity at wholesale.  EWGs are
exempt from most regulation under the 1935 Act.  A registered holding company
may also invest in foreign utility companies with SEC approval.  EWGs,
however, are subject to state regulation with respect to siting and financial
regulation to prevent cross-subsidies and self-dealing among utilities and
affiliated EWGs.

     The Energy Policy Act also amended the Federal Power Act to authorize
FERC to order wholesale transmission wheeling services, including the
enlargement of transmission capacity necessary to provide such services,
unless such transmission would unreasonably impair the reliability of the 
electric systems affected or the utility ordered to provide transmission is
unable to obtain necessary governmental approvals or property rights.  Rates
for transmission ordered under the Energy Policy Act are to be designed to
protect the wheeling utilities' existing customers.  FERC's authority to
order wheeling does not extend to retail wheeling, and FERC may not issue a
wheeling order that is inconsistent with state franchise laws.

     CL&P is subject to regulation by the DPUC, which has jurisdiction over,
among other things, retail rates, accounting procedures, certain dispositions
of property and plant, mergers and consolidations, securities issues,
standards of service, management efficiency and construction and operation of
generation, transmission and distribution facilities.  Because of their
ownership interests in the Millstone units, PSNH and WMECO are also subject
to the jurisdiction of the DPUC with respect to their activities in
Connecticut and their securities issues.

     PSNH and NAEC are subject to regulation by the NHPUC, which has
jurisdiction over retail rates, accounting procedures, certain dispositions
of property and plant, quality of service, securities issues, acquisitions of
securities of other utilities, mortgages of property, declaration of
dividends, contracts with affiliates, management efficiency, construction and
operation of generation, transmission and distribution facilities, integrated
resource planning and other matters. Although the Seabrook Power Contract
between PSNH and NAEC is a wholesale contract subject to the jurisdiction of
FERC, pursuant to the terms of the Rate Agreement, the NHPUC has the right to
review the prudence of costs incurred by NAEC to determine whether they
should be passed on to ratepayers through FPPAC, and the NHPUC and the State
of New Hampshire have additional rights and limited jurisdiction over certain
other Seabrook Power Contract issues.

     NUSystem and its subsidiaries are subject to the general supervision of the
NHPUCfederal, state and local
regulations with respect to all dealings with PSNH and NAEC.  Based upon PSNH's
ownership of generating and transmission facilities in Maine and transmission
55
and hydroelectric facilities in Vermont, PSNH is also subject to limited
regulatory jurisdiction in those states.

     WMECO is subject to regulation by the DPU, which has jurisdiction over
retail rates, accounting procedures,water quality, of service, contracts for the
purchase of electricity, mergers, securities issuesair quality, toxic substances,
hazardous waste and other environmental matters.  The
DPU has adopted regulations that provide for DPU preapproval of utility plant
construction, procurement of non-utility generation (QFs and IPPs), and C&LM
programs.  HWP is subject to regulation bySimilarly, the DPU with respect to certain
contracts and quality of service.  NU and its subsidiaries are subject to the
general supervision of the DPU with respect to all dealings with WMECO and
HWP. 

     CL&P is subject to the jurisdiction of the NHPUC for limited purposes in
connection with its ownership interest in Seabrook.


     CL&P, PSNH, WMECO, NAEC and HWP are public utilities under Part II of
the Federal Power Act and are subject to regulation by the FERC with respect
to, among other things, interconnection and coordination of facilities,
wholesale rates and accounting procedures.

     The System incurs substantial capital expenditures and operating
expenses to identify and comply with environmental, energy, licensing and
other regulatory requirements, including those described in the following
subsections, and it expects to incur additional costs to satisfy further
requirements in these and other areas of regulation.  Because of the
continually changing nature of regulations affecting the System, the total
amount of these costs is not determinable.  

     The System has active auditing programs addressing a variety of legal
and regulatory areas, including an environmental auditing program.  To the
extent it is determined that a System operation or facility is not in full
compliance with applicable environmental or other laws or regulations, the
System attempts to resolve non-compliance through the auditing response
process or other management processes.  Compliance with existing and proposed
regulations also affects the time needed to complete new facilities or to
modify present facilities, and it affects System companies' rates, sales,
revenues and net income, all in ways that may be substantial but are not
readily calculable.

NRC NUCLEAR PLANT LICENSING

        The operators of the Millstone 1, 2 and 3 units, the CY, MY and VY 
and Seabrook 1 all have full term full power operating licenses from the NRC. 
The following table sets forth the current license expiration dates for each
unit:

                                   Operating License
               Unit                Expiration Date (*)

           Millstone 1             October 6, 2010
           Millstone 2             July 31, 2015
           Millstone 3             November 25, 2025
           Seabrook 1              October 17, 2026
           CY                      June 29, 2007
           MY                      October 21, 2008
           VY                      March 21, 2012
           _________________________
           (*) For all units except Seabrook 1 and MY, the current operating
56
license expires 40 years from the date the operating licensee was issued. 
The Seabrook license expires 40 years from the date on which the NRC issued a
license for the unit to load nuclear fuel, which was about 3 1/2 years before
the full power operating license was issued.  MY's operating license expires 
40 years from the date the construction license was issued, which was about
four years before the operating license was issued.  The System will
determine at the appropriate time whether to seek to recapture these periods
and add them to the operating license terms for those units.

     YAEC had been working with the NRC on a preliminary analysis to extend
the license expiration date for Yankee Rowe from 2000 to 2020, but that
effort was suspended when the unit was shut down for evaluation.  YAEC
received a "possession only" license from the NRC in August 1992.  See
"Electric Operations - Nuclear Generation - Operations - Yankee Units" for
further information on the decision to shut down the Yankee Rowe unit
permanently.   

    Currently the NRC issues 40-year operating licenses to nuclear units.  In
December 1991, the NRC issued a final rule that establishes the requirements
that must be met by an applicant for renewal of a nuclear power plant
operating license, the information that must be submitted to the NRC for
review, so that the agency can determine whether those requirements have in
fact been met, and the application procedures that must be used to obtain an
extension of a nuclear plant operating license beyond 40 years.  A renewal
license may be granted for not more than 20 years beyond the current licensed
life.  The licensing requirements for a nuclear plant during the renewal term
will consist of the plant's current licensing requirements and new
commitments to monitor, manage, and correct age-related degradation of plant
systems, structures, and components that is unique to the license renewal
term but will not encompass the higher licensing standards imposed on new
plants.  An opportunity for a formal public hearing is provided to permit
interested persons to raise contentions on the adequacy of the renewal
applicant's proposals to address age-related degradation and compliance with
applicable requirements relating to an environmental impact statement.  The
NRC rule was challenged on antitrust grounds and upheld in the District of
Columbia Court of Appeals.


ENVIRONMENTAL REGULATION

     GENERAL

     The National Environmental Policy Act (NEPA) requires that detailed
statements of the environmental effects of major federal actions be prepared
by federal agencies.  Major federal actions can include licenses or permits
issued to the System by FERC, NRC and other federal agencies for construction
or operation of generation and transmission facilities.  NEPA requires that
federal licensing agencies make an independent evaluation of the alternatives
and environmental impacts of the proposed actions.

    Under Connecticut law,System's major
generation or transmission facilities may not be constructed or significantly
modified without a certificate of
environmental compatibility and public need from the Connecticut Siting
Council (CSC).  After public hearings, CSC may issue the certificate, which
addresses the public need for the facility and probable environmental impact
of the facility and may impose specific conditions for protection of the
environment. 

     In New Hampshire, construction of major new generation or transmission
facilities, or sizeable additions to existing facilities, requires a
57
certificate of site and facility from the New Hampshire Site Evaluation
Committee (NHSEC) and NHPUC under the state's energy facility siting law.  In
addition to review by allthe applicable state agencies having jurisdiction over any aspect
of the construction or operation of the proposed facility, the law requires
full review by NHSECagency of the environmental
impact of the proposed siteconstruction or route after allowing for public comment and conducting public hearings. 
Issuance of a certificate requires, among other findings, a finding that the
proposed site and facility will not have an unreasonable adverse effect on
environmental values.

     Massachusetts law requires all state agencies to determine the
environmental impact of any projects proposed by private companies requiring
state permits, or involving state funding or participation.  Massachusetts
state agencies are required to make a finding that all feasible measures have
been taken to avoid or minimize the environmental impact of the project.  In
certain instances, Massachusetts law also requires the preparation and
dissemination, among various state agencies, of an environmental impact
report for the proposed project.  Major generation or transmission facilities
may not be constructed or significantly modified without approval by the
Massachusetts Energy Facilities Siting Board; new transmission facilities
also require approval by the DPU.  

     The System anticipates that additional environmental legislation will be
seriously considered by Congress and state legislatures in the coming years. 
The issues of global warming, air pollution, hazardous waste handling and
disposal and water pollution control are receiving a significant amount of
public and political attention and are likely areas for federal or state
legislative activity in the near future.  Until and unless any such
legislation is enacted and implementing regulations are issued, the effects
on the System cannot be determined.modification.  Compliance with
environmental laws and regulations, particularly air and water pollution control
requirements, may limit operations or require substantial investments in new
equipment at existing facilities.  Such laws and regulations may also require substantial
investments that are not included in the estimated construction budget set
forth herein.  See "Resource Plans" for a discussion of the
System's construction plans.

     SURFACE WATER QUALITY REQUIREMENTS

     The federal Clean Water Act (CWA) provides that every "point source"
discharger of pollutants into navigable waters must obtain a National Pollutant
Discharge Elimination System (NPDES) permit from EPAthe U.S. Environmental
Protection Agency (EPA) or state environmental agency specifying the allowable
quantity and characteristics of its effluent.  To obtain an NPDES
permit, a discharger must meet technology-based and biologically-based
effluent standards and must also demonstrate that its effluent will not cause
a violation of established standards for the quality of the receiving waters.
Connecticut, Massachusetts and New Hampshire regulations contain similar
permit requirements and these states can impose more stringent requirements.

     All of theThe System's steam-electric
generating plants have all required NPDES permits in effect.  Any of the permits may be reopened to incorporate more stringent
regulations adopted by EPA or state environmental agencies.  Compliance with
NPDES and state water discharge permit requirementspermits has necessitated substantial
expenditures and may require further expenditures because of additional
requirements that could be imposed in the future.

     The CWA requires EPA and state permitting authorities to approve the
cooling water intake structure design and thermal discharge of steam-electric
generating plants.  All System steam-electric plants have received these
58
approvals.  In the renewed discharge permit for the three Millstone nuclear
units, issued in 1992, CDEPthe Connecticut Department of Environmental Protection
(CDEP) included a condition requiring a feasibility study of various structural
or operational modifications of the cooling water intake system to reduce the
entrainment of winter flounder larvae.  This study was submitted to CDEP in January 1993 and includes analyses of the
costs and benefits of each alternative considered.  The costs ranged from
$1.8 million to $519 million. The study concluded that the substantial
incremental costs of each of the alternatives studied are not justified by
the small benefits to the winter flounder population.  In a letter datedOn  January 14, 1994, CDEP approved the
Millstone feasibility report requiring onlysubmitted to it in 1993 and required that Millstone
station continue efforts to schedule refueling outages to coincide with the
period of high winter flounder larvae abundance and that the station continue to
monitor the Niantic River winter flounder population in accordance with existing
NPDES permit conditions.

     Merrimack station's NHDES dischargeStation's NPDES permit requires site work to isolate adjacent
wetlands from the station's waste water system.  Plans have been approved by the
New Hampshire Department of Environmental Services (NHDES), and PSNH is now
preparing a permit application to begin construction.

     The newMerrimack permit may requirealso requires PSNH to perform further biological
studies because significant numbers of migratory fish are being restored to
lower reaches of the Merrimack River.  Should theThese studies are in progress and will be
completed in 1995.  If they indicate that Merrimack Station's once-through
cooling system interferes with the establishment of a balanced aquatic
community, PSNH could be required to construct a partially enclosed cooling
water system for Merrimack station.  The amount of capital expenditures relating
to the foregoing cannot be determined at this time.  However, if such
expenditures were to be required, they would likely be substantial and a reduction of
Merrimack station's net generation capability could result.

     The ultimate cost impact of the CWA and state water quality regulations on
the System cannot be estimated because of uncertainties such as the impact of
changes to the effluent guidelines or water quality standards.  Additional
modifications, in some cases extensive and involving substantial cost, may
ultimately be required for some or all of the System's generating facilities.

     In response to several major oil spills in recent years, Congress passed
the Oil Pollution Act of 1990 (OPA 90).  OPA 90 sets out the requirements for
facility response plans and periodic inspections of spill response equipment at
certain facilities.  The requirements apply to facilities that can cause substantial harm or significant and substantial harm
to the environment by discharging oil or hazardous substances into the navigable
waters of the United States and adjoining shorelines.  Pursuant to OPA 90, EPA
has authority to regulate non-transportation-relatednontransportation-related fixed onshore facilities and
the Coast Guard has the authority to regulate transportation-related onshore
facilities.

     Response plans were filed for all System facilities believed to be subject
to this requirement.  EPA and the Coast Guard have reviewed these
plans and accepted the information provided in them as certification of
contracted resources for response to a worst case discharge.  The Coast Guard expects to completehas completed its final review process by February 17, 1995, and
issued its approval of these plans.  The EPA by
August 18, 1995.  Both agencies havehas issued its approval of all
facility plans except PSNH's Schiller Station, where the EPA has authorized
continued operation pending its final plan approval.

     OPA 90 includes limits on the liability that may be imposed on persons
deemed responsible for release of oil.  The limits do not apply to oil spills
caused by negligence or violation of laws or regulations.  OPA 90 also does not
preempt state laws regarding liability for oil spills.  In general, the laws of
the states in which the System owns facilities and through which the 59
System
transports oil could be interpreted to impose strict liability for the cost of
remediating releases of oil and for damages caused by releases.  The System and
its principal oil transporter currently carry a total of $890 million in
insurance coverage for oil spills.

     AIR QUALITY REQUIREMENTS

     Under the federal Clean Air Act, EPA has promulgated national ambient
air quality standards for certain air pollutants, including sulfur dioxide,
particulate matter, nitrogen oxides and ozone.  EPA has approved a
Connecticut implementation plan prepared by CDEP, a New Hampshire plan
prepared by NHDES and a Massachusetts plan prepared by MDEP for the
achievement and maintenance of these standards. The Connecticut, New
Hampshire and Massachusetts plans impose limits on the amounts of various
airborne pollutants that can be emitted from utility boilers.  

     Under the Clean Air Act, emissions from new or substantially modified
sources are limited by new source performance standards and very strict
technology-based emission limits.

     The Clean Air Act Amendments of 1990 (CAAA) made extensive revisions and
additions to the federal Clean Air Act and imposed many stringent new
requirements on air emissions sources.  The CAAA contains provisions further
regulating emissions of sulfur dioxide (SO2) and nitrogen oxides (NOX) for the
purpose of controlling acid rain, toxic air pollutants and other pollutants,
requiring installation of continuous emissions monitors (CEMs) and expanding
permitting provisions.

     Existing and additional federal and state air quality regulations could
hinder or possibly preclude the construction of new, or modification of
existing, fossil units in the System's service area, could raise the capital and
operating cost of existing units, and may affect the operations of the System's
work centers and other facilities.  The ultimate cost impact of these
requirements on the System cannot be estimated because of uncertainties about
how EPA and the states will implement various requirements of the CAAA.

     NOX.Nitrogen Oxide.  The CAAA identifies NOX emissions as a precursor of
ambient ozone for the northeastern region of the United States, much of which is in
violation of thecurrently
exceeds ambient air quality standard for ozone.  Pursuant to the CAAA,
Connecticut, New Hampshire and Massachusetts must implement plans to address
ozone nonattainment.  Probable actions include additional NOX
controls that could impose costs on the System's generating units.All three states have issued final regulations to
implement Phase I (RACT) reduction requirements.  The System has developed
compliance strategies and estimates of costs.  The capital cost to comply with
1995's anticipated Phase I requirements is
expected to approximatewill cost the System a total of approximately $41 million:
 $10 million for CL&P, $11$27 million for PSNH, $1 million for WMECO and $3 million
for HWP, while complianceHWP.  Compliance will be achieved using currently available technology and
combustion efficiency improvements.  Compliance costs for Phase II, effective in
1999, could be substantially higher depending on the levelare expected to result in an additional cost of NOX reductions required.  Costs$10 to $15 million.  These
Phase II costs take into consideration capital expenditures during Phase I and
expanded capital costs for meeting the 1999 NOX emission
reduction requirements cannot be estimated at this time.

     Connecticut and New Hampshire have not as yet issued final regulations
to implement NOX reduction requirements, although both have previously
indicated that they will attempt to achieve NOX reduction requirements at the
lowest possible costs.  The System companies are in the process of reviewing
compliance strategies and costs and of providing input to state environmental
regulators. Massachusetts issued final NOX Reasonably Available Control
Technology (RACT) rules in September, 1993.available technology.

     In December 1993, PSNH reached a revised agreement regarding NOX emissions
with various environmental groups and the New Hampshire Business 60
and Industrial
Association.  The agreement has beenwas submitted to the New Hampshire Air Resources
Division (NHARD) in the form of proposed regulations.
The agreement provides for aggressive unit specific NOX emission rate limits for
PSNH's generating facilities, effective May 31, 1995.  The agreement no longer
requires a PSNH commitment to retire or repower Merrimack Unit 2 by May 15,
1999, however more1999. More stringent emission rate limits equivalent to the range of 0.1 to 0.4
pounds of NOX per million Btu, however, are required for the unit by that date.
 PSNH recently received an amendment to its Permit to OperateOn May 20, 1994, NHARD promulgated the New Hampshire NOX reduction rule.  The
System will comply with the requirements of this rule by installing controls on
the units.  The additional requirements for Merrimack Unit 1 from NHARD2 for 1999 will be
attained through increased catalytic reduction of NOX at an additional estimated
cost of $5 to allow the testing of wood chips as a fuel. 
Testing has begun and if it is successful it may assist PSNH in compliance
with the CAAA. 

     SO2.7 million.

     Sulfur Dioxide.  The CAAA mandates reductions in sulfur dioxide (SO2)SO2 emissions to control
acid rain.  These reductions are to occur in two phases.  First, certain high
SO2 emitting plants are required to reduce their emissions beginning January 1,
1995.  The only System units subject to the Phase I reduction requirements are
PSNH's Merrimack Units 1 and 2.  Management plans to meet the
requirements of both Phase I and Phase II by burning low sulfur fuels and
substituting (i.e. adding) Newington and Mt. Tom stations asAll Phase I units if allowed by EPA regulations.

     On January 1, 2000, the start of Phase II, a nationwide cap of 8.9
million tons per year of utility SO2 emissions will be imposed and existing
units will be grantedallocated SO2
allowances to emit SO2.for the period 1995-1999.  These allowances are freely tradable.  One
allowance entitles a source to emit one ton of SO2 in a year.  No unit may emit
more SO2 in a particular year than the amount for which it has allowances.

     On January 1, 2000, the start of Phase II, a nationwide cap of 8.9 million
tons per year of utility SO2 emissions will be imposed and existing units will
be granted allowances to emit SO2.  The System expects to bethat its allocated
allowances by EPA thatwill substantially exceed its expected SO2 emissions for 2000 and
subsequent years.  In 1993,Current estimates indicate the System agreed to donate, subject to regulatory approval,
10,000 of its surpluswill have approximately
25,000 tradeable SO2 allowances available annually at a market value of
approximately $150 per allowance.  On July 20, 1994 the DPUC issued an order
that, with some restrictions, allows CL&P to the American Lung Association thereby
effectively preventing 10,000 tons of SO2 from being emitted into the
atmosphere.  The System expects to be able to sell some ofretain for its surplus
allowances.  The price of allowances depends on the market.  The amount of
surplus allowances and the allocationshareholders 15
percent of the revenues receivednet proceeds from such
sales between ratepayers and shareholders have not been determined.

     On February 15, 1993, as required by the CAAA, PSNH filed Phase I Acid
Rain Permit Applications for Merrimack Station.  In addition, as allowed by
the CAAA, PSNH designated its Newington station unit, and HWP designated its
Mt. Tom unit, as conditional Phase I substitution units.  EPA is currently
reviewing whether it will accept Newington and Mt. Tom as substitution units
and the number of allowances each will be awarded.  All Phase I units,
including substitution units accepted by EPA, will be allocated SO2
allowances for the period 1995-1999.   

     On December 31, 1992, pursuant to Connecticut Public Act 92-106, CL&P
filed a report with the Energy and Public Utilities Committee of the
Connecticut General Assembly and the DPUC describing its plan for allocation
of revenues from sale of SO2 allowances.

     CL&P proposed that its shareholders
receive 20 percent of the proceeds from sales of allowances to compensate for
the risks they have taken to reduce CL&P's SO2 emissions and to provide
appropriate incentive to CL&P to sell allowances at the maximum price.  In
1993 the DPUC approved a proposal by The United Illuminating Company (UI) to
grant an option to another utility for the purchase of SO2 allowances, and
ruled that shareholders would receive 15 percent of the proceeds from the
eventual sale.   The DPUC opened a docket and held hearings to review the
reports filed by CL&P and UI.  This review is addressing development of a
61
policy on allocation between shareholders and ratepayers of SO2 allowance
proceeds as well as CL&P's allowance donation. 

     CDEP's air quality regulations permit CL&P to burn 1.0 percent sulfur
oil at oil-fired generating stations in Connecticut, except that 0.5 percent
sulfur oil must be burned at Middletown station.  Current CDEP policy
requires CL&P to use 0.5 percent or lower sulfur oil when replacing older
(1.0 percent sulfur oil fueled) plant auxiliary boilers needed for unit
start-up and plant space heating.  The regulations also permit the burning of
coal with a sulfur content of up to 0.7 percent at CL&P's plants, or up
to 1.0 percent if a special permit is obtained.

     New Hampshire air quality regulations permit PSNH to emit 55,150 tons of
SO2 annually.  The New Hampshireand Massachusetts have each instituted acid rain control law required a 25 percent
reduction inlaws
that limit SO2 emissions from the 1979-1982 baseline emissions at PSNH's
units, which has been achieved. Compliance with New Hampshire's acid rain
control law has brought PSNH very close to compliance with the SO2 emission
limits of Phase I of the CAAA.  PSNH may need to install additional pollution
control equipment or use fuel with lower sulfur content in order to meet the
requirements of the CAAA.

     The EPA has issued an order requiring modeling of the impact on ambient
air quality of SO2 emissions from Merrimack Station.  Work on this study has
begun and the final results of the modeling are expected to be available in
mid-1995.  If the modeling study indicates that compliance with the primary
ambient air quality standards for SO2 is not being achieved, additional
control strategies, possibly including the addition of emission control
devices or a higher stack, will be required.  Management cannot at this time
predict the results of the modeling or estimate the cost of any additional
control strategies that may be required.  

     The Massachusetts air quality regulations permit HWP to burn 1.5 percent
sulfur coal with an ash content up to 9 percent at Mt. Tom Station.  Coal
with a higher ash content can be burned with MDEP approval.  Mt. Tom Station
is required to reduce sulfur emissions to the equivalent of 1.0 percent
sulfur oil if certain air quality monitors show levels of SO2 approaching
ambient air quality limits.  WMECO's West Springfield station currently burns
1.0 percent sulfur oil or natural gas.

     The Massachusetts acid rain control law requires MDEP to adopt
regulations to limit future sulfur dioxide emissions.  These regulations
limit the allowable SO2 emissions from utility power plants and other major
fuel burning sources to 1.2 pounds per million BTUs averaged over all of the
System's Massachusetts plants, effective January 1, 1995.  The System's
generating plants in Massachusetts on average emit approximately 1.9 pounds
of SO2 per million BTUs.  The System expects to meet the new sulfur dioxide
limitationSO2 limitations by
using natural gas and lower sulfur oil and coal in its plants.  The System could incur
additional costs for the lower sulfur fuels it may burn to meet the requirements
of this legislation.

     Under the existing fuel adjustment clauses in Connecticut, New Hampshire
and Massachusetts, the System would be able to recover the additional fuel costs
of compliance with the CAAA and state laws from its customers.  Management does
not believe that the acid rain provisions of the CAAA will have a significant
impact on the System's overall costs or rates due to the very strict limits on
SO2 emissions already imposed by Connecticut, New Hampshire and Massachusetts and onMassachusetts.
In addition, management believes that Title IV (acid rain) requirements for NOX
limitations imposed by Connecticut and
New Hampshire. 


62will not have a significant impact on System costs due to the more
stringent state NOX limitations discussed above.

     EPA, Connecticut, New Hampshire and Massachusetts regulations also include
other air quality standards, emission standards and monitoring, and testing and
reporting requirements that apply to the System's generating stations.  They
require that new or modified fossil fuel-fired electric generating units operate
within stringent emission limits.  The System could incur additional costs to
meet these requirements, which costs cannot be estimated at this time.

     Air Toxics.  Title III of the CAAA imposes new stringent discharge
limitations on hazardous air pollutants.  EPA is required to study toxic
emissions and mercury emissions from power plants.  Pending completion of these
studies, power plants are exempt from the hazardous air pollutant requirements.
Should EPA or Congress determine that power plant emissions must be controlled
to the same extent as emissions from other sources under Title III, the System
could be required to make substantial capital expenditures to upgrade or replace
pollution control equipment, but the amount of these expenditures cannot be
readily estimated.

     Connecticut and New Hampshire have enacted, and Massachusetts is
considering, toxic air pollution regulations limiting emissions of numerous
substances that may extend beyond those regulated under federal law.  


     TOXIC SUBSTANCES AND HAZARDOUS WASTE REGULATIONS

     PCBs.  Under the federal Toxic Substances Control Act of 1976 (TSCA), EPA
has issued regulations that control the use and disposal of polychlorinated
biphenyls (PCBs).  PCBs had been widely used as insulating fluids in many
electric utility transformers and capacitors before TSCA prohibited any further
manufacture of such PCB equipment.  System companies have taken numerous steps
to comply with these regulations and have incurred increased costs for disposal
of used fluids and equipment that are subject to the regulations.

     One disposal measure involves the System's burning of
some waste oil with a low level of PCB contamination (up to 500 parts per
million (ppm)) as supplemental fuel at CL&P's Middletown station Unit 3.  EPA
and CDEP have approved this disposal method. 

     In general, the System sends fluids with concentrations of PCBs equal to or
higher than 500 ppm but lower than 8,500 ppm to an unaffiliated company to
dispose of using a chemical treatment process.  Electrical capacitors that
contain PCB fluid are sent offsite to dispose of through burning in high
temperature incinerators approved by EPA.  Currently, there are only four
such approved incinerators operating in the United States, which has resulted
in a sharp rise in the price of disposal through these facilities.  The System disposes of solid wastes
containing PCBs in secure chemical waste landfills.  In 1993, the System incurred costs of approximately $450,000 for
disposal of materials at these facilities.

     Asbestos.   Federal, Connecticut, New Hampshire and Massachusetts asbestos
regulations have required the System to expend significant sums on removal of
asbestos, including measures to protect the health of workers and the general
public and to properly dispose of asbestos wastes.  Areas ofAsbestos costs for the
System currently undergoing removal of asbestos include nuclear, fossil/hydro
production, transmission and distribution and facilities operations.  The
System expects to expend approximately $3.4are typically several million in 1994 on the removal of
asbestos in nuclear units, fossil and hydro generating stations and
buildings.  Even greaterdollars annually.  These costs are likely to be incurred annuallyalready
included in the
future if federalcapital and state asbestos regulations become more stringentoperation and the System's need to remove asbestos grows.maintenance budgets.

     RCRA.  Under the federal Resource Conservation and Recovery Act of 1976, as
amended (RCRA), the generation, transportation, treatment, storage and63 disposal
of hazardous wastes are subject to EPA regulations.  Connecticut, New Hampshire
and Massachusetts have adopted state regulations that parallel RCRA regulations
but in some cases are more stringent.  A change in
interpretation of RCRA by EPA now requires that nuclear facilities obtain EPA
permits to handle radioactive wastes that are also hazardous under RCRA
(so-called mixed wastes).  The notifications and applications required by
these regulations have been made by all units to which these regulations
apply.  The procedures by which System companies
handle, store, treat and dispose of hazardous wastes are regularly revised,
where necessary, to comply with these regulations.

     CL&P has discontinued operation of surface impoundments in its four
Connecticut wastewater treatment facilities used to treat hazardous waste. 
This is because CL&P was unable to obtain variances from EPA to exempt the
facilities from the double lining requirement under the 1984 RCRA amendments.

CL&P has constructed replacement above-ground concrete tanks at an estimated
cost of approximately $22 million.  It is expectedexpecting that in early 1994, EPA and DEP will approve clean closure for CL&P's
Montville Station's
impoundment.  Accordingly,and Middletown Stations' former surface impoundments.  For the Norwalk
Harbor and Devon sites, CL&P will no longer be required to maintain
liability insurance or financial assurancehas applied for closurepost-closure permits and post-closure for
this former impoundment site.  EPA's finalis
awaiting approval of the closure of the
remaining three surface impoundments is pending.from EPA and DEP.  The System estimates that it will incur
approximately $2 million in total costs of 30-year maintenance monitoring, and
closure of the container storage areas for these sites in the future, but the
ultimate amount will depend on EPA's final disposition.

     Underground Storage Tanks.  Federal and state regulations regulate
underground tanks storing petroleum products or hazardous substances.  The
System has about 130 underground storage tanks that are used primarily for
gasoline, diesel, house-heating and fuel oil.  To reduce
its environmental and financial liabilities, the System has begun implementing a policy calling
for the permanent removal ofbeen permanently
removing all non-essential underground vehicle fueling tanks.  Costs for this
program are not substantial.

     Hazardous Waste Liability.  As many other industrial companies have done in
the past, System companies have disposed of residues from operations by
depositing or burying such materials on-site or disposing of them at off-site
landfills or facilities.  Typical materials disposed of include coal
gasification waste, fuel oils, gasoline and oilsother hazardous materials that might
contain PCBs.  In recent years it has been determined that deposited or buried
wastes, under certain circumstances, could cause groundwater contamination or
other environmental harm.risks.  The System has recorded a liability for what it
believes is, based upon currently available information, its estimated
environmental remediation costs for waste disposal sites for which the System
companies expect to bear legal liability, and continues to evaluate the
environmental impact of its former disposal practices.  Under federal and state
law, government agencies and private parties can attempt to impose liability on
System companies for such past disposal.  At December 31, 1994, the liability
recorded by the System for its estimated environmental remediation costs for
known sites needing remediation including those sites described below, exclusive
of recoveries from insurance or third parties, was approximately $11 million.
The costs for these known sites could rise to as much as $16 million if
alternative remedies become necessary.

     Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, commonly known as Superfund, EPA has the
authority to clean up hazardous waste sites and to impose the cleanup costs on
parties deemed responsible for the hazardous waste activities on the sites.
Responsible parties include the current owner of a site, past owners of a site
at the time of waste disposal, waste transporters and waste generators.  It is
EPA's position that all responsible parties are jointly and severally liable, so
that any single responsible party can be required to pay the entire costs of
cleaning up the site.  As a practical matter, however, the costs of cleanup are
usually allocated by agreement of the parties, or by the courts on an equitable
basis among the parties deemed responsible, and several recent federal appellate court
decisions have rejected EPA's position on strict joint and several liability.
Superfund64 also contains provisions that require System companies to report
releases of specified quantities of hazardous materials and require notification
of known hazardous waste disposal sites.  Management believes that the System companies are in compliance
with these reporting and notification requirements.

     The System currently is or has recently been involved in eightone Superfund sites. 
Three of these sites are in Connecticut, one issite in Kentucky one is in West
Virginia and
three are in New Hampshire.  The level of study of each site and the information
about the waste contributed to the site by the System and other parties differs
from site to site.  Where reliable information is available that permits the
System to make a reasonable estimate of the expected total costs of remedial
action and/or the System's likely share of remediation costs for a particular
site, those cost estimates are provided below.  All cost estimates were made, in
accordance with Financial Accounting Standards Board Statement No. 5,standards where remediation
costs were probable and reasonably estimable.  Any estimated costs disclosed for
cleaning up the sites discussed below were determined without consideration of
possible recoveries from third parties, including insurance recoveries.  Where
the System has not accrued a liability, the costs either were not material or
there was insufficient information to accurately assess the System's exposure.

     At two Connecticut sites,The System is no longer involved with the Beacon Heights, and Laurel Park landfills,
theConnecticut
Superfund site, at which a coalition of major parties formed coalitions to clean the sites and settled their
suits with EPA and CDEP.  The coalitions thenhad attempted to join as defendants
a large number of potential contributors, including
"Northeast Utilities (Connecticut Light and Power)." Litigation on both sites was consolidated in
a single case in the federal district court.  In January 1993, Judge Dorsey
denied the motion of the Laurel Park Coalition to join NU (CL&P).  In
December 1993, Judge Dorsey dismissed the claims of Beacon Heights Coalition
against many of the defendants and directed the coalition to indicate which
remaining defendants it intended to pursue claims against.as defendants.  In January
1994, the Beacon Heights Coalition filed a response listingwith the federal district
court indicating that it would not continue to pursue NU (CL&P) as a defendant
they would not continue to pursue.  As a result of Judge Dorsey's
rulings and the coalition's actions,in this litigation.  Accordingly, it is not likely that CL&P will incur any
cleanup costs for these sites. 
        
     In June, 1993, EPA notified the System that it was a Potentially
Responsible Party (PRP) at the Solvents Recovery Service of New England site
in Southington, Connecticut.  PSNH is a de minimis PRP at this site and does
not expect its cost to be substantial.

     At the Maxey Flats nuclear waste disposal site in Fleming County,
Kentucky,site.

     EPA has issued a notice of potential liability to NNECO and CYAPC.CYAPC as
potentially responsible parties (PRPs) at the Maxey Flats nuclear waste disposal
site in Fleming County, Kentucky.  The System had sent a substantial volume of
LLRW from Millstone 1, Millstone 2 and CY to this site.  CL&P and WMECO had previously recorded a liability for
future remediation costs for this site based on System estimates.  To date, the
costs have not been material with respect to their earnings or financial
positions. 

     In September 1991, EPA issued its record of decision for the Maxey Flats
nuclear waste disposal site.  The EPA-approved remedy requires pumping and
treatment of leachate, installing of an initial cap, allowing materials in
the trenches to settle and ultimately constructing a permanent cap.  EPA
estimated that the cost of the remedy is approximately $33.5 million.  Based
on that estimate and the volume contributed, the System's share would be
approximately $0.5 million.  However, the System believes that the cost of
the remedy could be substantially higher.  The System estimates that its
total cost for cleanup could be approximately $1-$2 million.  EPA provided an
opportunity for PRPs, including certain System companies, to enter into a
65
consent decree with EPA under which each PRP would reimburse EPA for its past
costs and would undertake remedial action at the site or pay the costs of EPA
undertaking remedial action.  

     On October 20, 1992,  PRPs that are members
of the Maxey Flats PRP Steering Committee, including System companies, and
several federal government agencies, including DOE and the Department of Defense
made a
settlement offer to EPA involving a commitment to perform a substantial
portion of the remedial work required by EPA in its record of decision.  On
that same date,as well as the Commonwealth of Kentucky madehave reached a tentative settlement offer.  EPA
rejected the settlement offers in December 1992, but gave the parties an
additional 60 days to make a "good faith" offer.  On March 16, 1993, the PRP
Steering Committee and the federal government agencies made a revised offer
to EPA.  Since then all parties have been actively involved in settlement
negotiations. 

     PSNH has settled with
EPA embodied in a consent decree.  NUSCO, on behalf of NNECO and other PRPs at sitesCYAPC, signed
the consent decree in West Virginia and
Kingston, New Hampshire.  PSNH paid approximately $33,700March 1995.  The System has recorded a liability for
future remediation costs for this site based on its best estimate of its share
of ultimate remediation costs under the tentative agreement.  To date, the costs
have not been material with respect to cash out of these
sites.System earnings or financial position.

     PSNH has committed approximately $280,000 as its share of the costs to
clean up Superfund sites at municipal landfills in Dover and North Hampton, New
Hampshire.  Some additional costs may be incurred at these sites and at the
Somersworth site but they are not expected to be significant.

     Other New HampshireAs discussed below, in addition to the remediation efforts for the above-
mentioned Superfund sites, include municipal landfillsthe System has been named as a PRP and is monitoring
developments in Somersworth and
Peterborough, and the Dover Point site owned by PSNH in Dover, New Hampshire.

PSNH's liability at the landfills is not expected to be significant and its
liability at the Dover Point site cannot be estimated at this time.    

     PSNH contacted NHDES in December 1993 concerning possible coal tar
contamination in the headwater of Lake Winnipesaukee near an area where PSNH
formerly owned and operated a coal gasification plant which was sold in 1945.
PSNH agreed to conduct an historical review and provide a report to NHDES in
February 1994.  PSNH, alongconnection with two other identified PRPs, most likely will
be conducting a site investigation in the spring of 1994.several state environmental actions.

     In 1987, CDEPConnecticut Department of Environmental Protection (CDEP)
published a list of 567 hazardous waste disposal sites in Connecticut.  The
System owns two sites on this list.list, which are also listed on the EPA's list of
hazardous waste sites.  The System has spent approximately $0.5 million$600,000 to date
completing investigations at these sites.  Both sites were formerly used by CL&P
predecessor companies for the manufacture of coal gas (also known as town gas
sites) from the late 1800s to the 1950s.  This process resulted in the
production of coal tar residues, which, when not sold for roofing or road
construction, were frequently deposited on or near the production facilities.
Site investigations are being carried out to gain an understanding of the
environmental and health risks of these sites.  Should futureThe need for site remediation become necessary, theis
being evaluated.  The level of cleanup will be established in cooperation with
CDEP.  ConnecticutCDEP, which is currently developing cleanup standards and guidelines for soil
and groundwater.

     One of the sites is a 25.8 acre site located in the south end of Stamford,
Connecticut.  Site investigations have located coal tar deposits covering
approximately 5.5 acres and having a volume of approximately 45,000 cubic yards.
 A final risk assessment report for the site was completed in January 1994.
Several remedial options are currently being evaluated to clean up the site; however, CL&P is focusing onsite.
These options include institutional controls, excavation and engineering
controls, such as capping and paving,limited removal of
contamination, which would reduce the potential environmental and health risks
and secure the site.  The estimated costs of remediation and institutional
controls 66
range from $2 million$5 to $3$13 million.



     The second site is a 3.5 acre former coal gasification facility that
currently serves as an active substation in Rockville, Connecticut.  Site
investigations have located creosote and other polyaromatic hydrocarbon
contaminants which will require remediation.  Several options are being
evaluated to process surface soils and degrade subsurface contamination to
remediate the site.  Levels of cleanup will be coordinated with the CDEP.

     As part of the 1989 divestiture of CL&P's gas business, site investigations
were performed for properties that were transferred to Yankee Gas Services
Company (Yankee Gas).  As a result of those investigations, ten
properties were identified for which negative declarations under the Property
Transfer Act could not be filed.  A negative declaration is a statement that
there has been no discharge of hazardous wastes at the site, or that if there
was such a discharge, it has been cleaned up or determined  to pose no threat
to health, safety or the environment and is being managed lawfully.  Of the
ten sites, CL&P agreed to accept liability for required cleanup for
the three sites it retained.  These three sites include Stamford and Rockville
(discussed above) and Torrington, Connecticut.  At one location,the  Torrington site,
investigations have been completed and the cost of any remediation, if
necessary, is not expected to be material.  CL&P and Yankee Gas also share thea
site in Winsted, Connecticut and any liability for any required cleanup.  Yankee Gas accepted liability for
any required cleanup of the other sites.there.  CL&P
and Yankee Gas will share the costs of cleanup of sites formerly used in CL&P's
gas business but not currently owned by either of them.

      PSNH contacted NHDES in December 1993 concerning possible coal tar
contamination in Laconia, New Hampshire in Lake Opechee and the Winnipesaukee
River near an area where PSNH formerly owned and operated a coal gasification
plant which was sold in 1945.  PSNH completed a site investigation in December
1994.  Results indicate that off-site coal tar/creosote contamination is present
in the adjacent water bodies.  The cost of remediation at this site is estimated
at $1.8 million.  A second coal gasification facility formerly owned and
operated by a predecessor company to PSNH is located in Keene, New Hampshire.
The NHDES has been notified of the presence of coal tar contamination and
further site investigations are planned in 1995.  Other New Hampshire sites
include a municipal landfill in Peterborough and the inactive Dover Point site
owned by PSNH in Dover, New Hampshire.  PSNH's liability at the landfill is not
expected to be significant and its liability at the Dover Point site cannot be
estimated at this time.

     In Massachusetts, System companies have been designated by MDEPthe
Massachusetts Department of Environmental Protection (MDEP) as PRPs for tentwelve
sites under MDEP's hazardous waste and spill remediation program.  TheExcept for
the Holyoke site, the System does not expect that its share of the remaining
remediation costs for anymost of these sites will be material.  At some of these sites, the System
is responsible for only a small portion or none of the hazardous wastes.  For
some of these and for other sites, the total remediation costs are not
expected to be material.  At one of the sites, the System has spent
approximately $2 million for cleanup and it expects to incur
approximately $250,000 for the remaining remediation costs.  HWP has been
identified by MDEP as a PRPone of three PRPs in a coal tar site in Holyoke,
Massachusetts.  HWP owned and operated the Holyoke Gas Works from 1859 to 1902. 
It was sold to the city of Holyoke and operated by its Gas and Electric
Department (HG&E) from 1902 to 1951.  Currently, one third of the two acre
property is owned by HG&E, with the remaining portion owned by a construction
company.
 The site is located on the west side of Holyoke, adjacent to the Connecticut
River and immediately downstream of HWP's Hadley Falls Station.  MDEP has
classifieddesignated both the land and river deposit areas as Tier I priority waste disposal
sites.  Due to the presence of tar patches in the vicinity of the spawning
habitat of the shortnose sturgeon (SNS) - an endangered species - the National
Oceanographic and Atmospheric Administration (NOAA) and National Marine
Fisheries Service have taken an active role in overseeing site activities.  Although HWP denies that it is a PRP, it has cooperated with the agencies in
investigating this problem.  Both
MDEP and NOAA have indicated they may require the removal of tar deposits from
the vicinity of the SNS spawning habitat.  To date,  HWP has spent approximately
$200,000$400,000 for river studies and construction costs for an oil containment boom to
prevent leaching hydrocarbons from entering the Hadley Falls tailrace and the
Connecticut River.  The estimated costs for remediation of this site range from
$2 to $3 million.

     In the past, the System has received other claims from government agencies
and third parties for the cost of remediating sites not currently owned by the
System but affected by past System disposal activities and expects tomay receive more such
claims in the future.  The System expects that the costs of resolving claims for
remediating sites about which it has been notified will not be material, but
cannot estimate the costs with respect to sites about which it has not been
notified.  If the System, regulatory agencies or courts determine that remedial
actions must be taken in relation to past disposal practices on property owned
or used for disposal by the System in the past, the System could incur
substantial costs.

67
ELECTRIC AND MAGNETIC FIELDS

     In recent years, published reports have discussed the possibility of
adverse health effects from electric and magnetic fields (EMF) associated with
electric transmission and distribution facilities and appliances and wiring in
buildings and homes.  On the basisMost researchers, as well as scientific review panels
considering all significant EMF epidemiological and laboratory research to date,
agree that current information remains inconclusive, inconsistent and
insufficient for risk assessment of scientific reviews of these
reports conducted by various state, federal and international panels,EMF exposures.  Based on this information
management does not believe that a causal relationship has been established or
that significant capital expenditures are appropriate to minimize
unsubstantiated risks.  NU is closely monitoring research and government policy
developments.

     The System supports further research into the subject and is participating
in the funding of the National EMF Research and Public Information Dissemination
Program and other industry-sponsored studies.  If further investigation were to
demonstrate that the present electricity delivery system is contributing to
increased risk of cancer or other health problems, the industry could be faced
with the difficult problem of delivering reliable electric service in a
cost-effective manner while managing EMF exposures.  In addition, if the courts
were to conclude that individuals have been harmed and that utilities are liable
for damages, the potential monetary exposure for all utilities, including the
System companies, could be enormous.  Without definitive scientific evidence of
a causal relationship between EMF and health effects, and without reliable
information about the kinds of changes in utilities' transmission and
distribution systems that might be needed to address the problem, if one is
found, no estimates of the cost impacts of remedial actions and liability awards
are available.

     Epidemiological studies, rather than laboratory studies, have been
primarily responsible for increased scientific interest in and public concern
over EMF exposures in the past decade.  New epidemiological study results
from international researchers were released and publicized in late-1992 and
in 1993, but these only added to a picture of inconsistency from previous
studies.  Researchers from Sweden and Denmark concluded that their
statistical results support the hypothesis that EMF may be a causative factor
in certain types of cancer (although they disagreed on which types), while
researchers from Finland and Greece found no evidence to support such a
hypothesis.  These researchers, as well as scientific review panels
considering all significant EMF epidemiological and laboratory research to
date, all agree that current information remains inconclusive, inconsistent
and insufficient for risk assessment of EMF exposures.  NU is closely
monitoring research and government policy developments.

     In 1993, there were several notable events on the federal government
level regarding EMF.  The EPA has indefinitely postponed completion of a
report on EMF, citing as its reasons high costs and the unlikelihood of
shedding new light on the issue.  Instead, it now plans to issue a 30-page
"summary of science" in early 1994.  In a related development, the Department
of Energy has initiated a scientific review of EMF research by the National
Academy of Sciences.  Also on the federal level, the National EMF Research
and Public Information Dissemination Program (created by the Energy Policy
Act) moved forward in 1993 by establishing a federal interagency committee
and an advisory committee, and by soliciting the required non-federal
matching funds (through The Edison Electric Institute, NU will be making a
voluntary contribution of approximately $62,000 for each year of the
five-year program).  

     The Connecticut Interagency EMF Task Force (Task Force) provided reportsa report
to the state legislature in March 1993 and in January 1994.1995.  The Task Force recognizes and supports the need for more research, and has suggestedadvocates a policy of
"voluntary exposure control," which involves providing people with information
to enable them to make individual decisions about EMF exposure.  68
Neither the
Task Force, nor any Connecticut state agency, has recommended changes to the
existing electrical supply system.  Finally, theThe Connecticut Siting Council previously
adopted a set of EMF "best management practices" in February
1993,practices," which mustare now be considered in
the justification, siting and design of new transmission lines and substations.
The Siting Council also opened a generic docket in 1994 to conduct a life-cycle
cost analysis of overhead and underground transmission lines, which was mandated
by PA-176.  This Act was adopted by the General Assembly in part due to public
EMF concerns.

     EMF has become increasingly important as a factor in facility siting
decisions in many states.  Several bills involving EMF were introduced in
Massachusetts in January 1993, and1994, with no action taken.  These bills were last reportedsimilar to be pending before various legislative committees.  It is not
known whether there will be further actionones
introduced in previous years, on the bills, which would require
certain disclosures to real estate purchasers and utility employees, a
scientific literature review, establishment of a fund to reduce certain field
exposures, identification of schools and day care centers within 500 feet of
transmission lines and development of EMF regulations.  Nono action was taken
on EMF bills previously pending in 1992.taken.

     CL&P has been the focus of media reports charging that EMF associated with
a CL&P substation and related distribution lines in Guilford, Connecticut, isare
linked with various cancers and other illnesses in several nearby residents.
See Item 3, Legal Proceedings, for information about two suits brought by
plaintiffs who now live or formerly lived near that substation.

FERC HYDRO PROJECT LICENSING

     Federal Power Act licenses may be issued for hydroelectric projects for
terms of up to 50 years as determined by FERC.  AnyUpon the expiration of a
license, any hydroelectric project so licensed is subject to recapturereissuance by FERC
to the United States for licensingexisting licensee or to others
after expiration of the license upon payment to the licensee of the lesser
of fair value or the net investment in the project plus severance damages less
certain amounts earned by the licensee in excess of a reasonable rate of return.

     LicensesThe System companies hold FERC licenses for thirteen hydroelectric projects
located in Connecticut, Massachusetts and New Hampshire.  Four of the System
licenses expired on December 31, 1993 (WMECO's Gardners Falls Project and PSNH's
Ayers Island, Smith and Gorham Projects).  On August 1, 1994, FERC issued new
30-year licenses to PSNH for the continued operation of the Smith and Gorham
Projects.  Although rehearing requests on these new licenses are customarily conditioned onpending with
FERC, it is anticipated that it will be economic for PSNH to continue operation
of these projects.  FERC has issued annual licenses allowing the licensee's developmentGardners Falls
and Ayers Island Projects to continue operations pending completion of the
relicensing process.  It is not known whether FERC will require any substantial
changes in the operation or design of these two projects if and when it issues
new licenses.

     The license for HWP's Holyoke Project expires in late 1999.  The
relicensing process for this project began in 1994.

     At the time of relicensing and for certain matters during the term of an
existing license, FERC can direct changes in hydro project operation,
maintenance and design to accommodate environmental, recreational, and other non-power uses at each licensed project.  Conditions
may be imposed with respect to low flow augmentation of streams and fish
passage facilities.

     
     On September 28, 1993,or
navigational needs.  At present, the United StatesU.S. Fish and Wildlife Service (FWS)
was petitionedis
considering a petition to listplace the anadromous Atlantic salmon (Salmo salar) as anSalmon on the endangered species
inlist.  If such designation is granted, System hydroelectric projects along the
United States.  After a 90-day review,Connecticut River, the petition
was found to be completeMerrimack River and was accepted.  The National Marine Fisheries
Service and FWS were given joint jurisdiction over this petition.  Within the
next 12 months, these agencies will decide if the petition is warranted.  If
salmon are listed as an endangered species, the Systemtheir tributaries may be required to
take
a number of actions including increasing spillage over some dams during the
salmon migration period resulting in loss of generation capacity at the affected
hydroelectric facilities; modifying spillwaysmake operational and/or design changes to accommodate safe fish passage;
curtailing pumping at Northfield Mountain during the salmon migration period;
improving upstream and downstream passage facilities at all hydroelectric damsmitigate any adverse effects on the
Connecticut and Merrimack Rivers; and modifying intake structures and
curtailing operations during salmon migration periods at certain of the System's
thermal structures.  Although these are all possible implications of a listing,
theAtlantic Salmon.  The System cannot estimate the impact on  System facilitiescost of such mitigation actions
at this time.

     The System is continuing to conduct studies on the Connecticut River in
fulfillment of the Memorandum of Agreement (MOA) concerning downstream
passage of anadromous fishes (Atlantic salmon, American shad and blueback
herring).  The MOA was signed by the System and the Connecticut River
Atlantic Salmon Commission and its member agencies in 1990.  The System
conducted studies in 1991 and 1992 of the entrainment of salmon smolts and
69
juvenile shad and herring in water pumped to the upper reservoir of the
Northfield Mountain Pumped Storage Project.  Studies of entrainment of shad
and herring indicated that Northfield's impact on these species is low, and
further studies have not been conducted. 

     Studies of salmon smolts, however, indicated the potential for
unacceptable losses of smolts due to entrainment, but the results also
indicated that firm conclusions could not be drawn.  Accordingly, the System
conductedFERC recently issued a more definitive studynotice indicating that about 10 percent of the 1993
smolt run was entrained at Northfield.  The System will continueit has authority to pursue
practical techniquesorder
project licensees to reduce salmon smolt entrainment at Northfield and has
agreeddecommission projects that are no longer economic to
alter its 1994 maintenance schedule to reduce the amount of time
when all four pump/turbine units will be pumping simultaneously during the
smolt migration period.  Should the system be unable to reduce smolt
entrainment through operational changes or practical exclusion techniques,
substantial additional costs are possible.  The total cost cannot be
determined at this time.

     The System operating companies hold licenses granted under Part I of the
Federal Power Act for the operation and maintenance of thirteen existing
hydroelectric projects, four of which are in Massachusetts (Northfield,
Turners Falls, Gardners Falls and Holyoke [river and canal units]), three of
which are in Connecticut (Scotland, Housatonic [encompassing Bulls Bridge,
Rocky River, Shepaug and Stevenson] and Falls Village) and six of which are
in New Hampshire (Merrimack [encompassing Garvins Falls, Hooksett and
Amoskeag], Smith, Ayers Island, Eastman Falls, Canaan and Gorham). 

     In 1992, FERC issued orders exempting from licensing WMECO's four
Chicopee River projects:  Dwight, Indian Orchard, Putts Bridge and Red
Bridge.  To date,operate.  FERC has not claimed jurisdiction over CL&P's Bantam,
Robertsville, Taftville and Tunnel Projects or PSNH's Jackman project.

     Fourrequired any such project decommissioning to date; the
potential costs of the System's FERC licenses expired at the end of 1993 (Gardners
Falls, Ayers Island, Gorham and Smith).  Relicensing efforts have been under
way for these projects for several years.  As no third parties have filed
competing license applications with FERC for these projects, itdecommissioning a project, however, could be substantial.  It
is highly likely that this FERC decision will grant renewal licenses for these projects to the
System. 

    However, certain operating, environmental and/or recreational conditions
may be placed on these licenses.  Because FERC was unable to complete its
relicensing process prior to the December 31, 1993 expiration of these
licenses, under the provision of section 15 of the Federal Power Act, FERC
has issued one-year extensions to each of these licensees.  FERC will
continue to issue annual licenses until it completes the relicensing process.appealed at an appropriate time.

                                  EMPLOYEES

     As of December 31, 1993,1994, the System companies had approximately 9,6979,395 full
and part time employees on their payrolls, of which approximately 2,6972,601 were
employed by CL&P, approximately 1,4521,390 by PSNH, approximately 656619 by WMECO,
approximately 119112 by HWP, approximately 1,2521,312 by NNECO, approximately 2,5842,456 by
NUSCO and approximately 937905 by North Atlantic.  NU, NAEC and NAECCharter Oak have no
employees.  Approximately 2,2422,325 employees of CL&P, PSNH, WMECO, North Atlantic
and HWP are covered by union agreements, which expire between  October 1994 and
May 1996.  CertainThe two union agreements that expired on October 1, 1994 cover 370
employees of North Atlantic negotiatedWMECO and HWP and are currently under negotiation.  Management
cannot predict the timing or terms of these new contracts.



                        SUBSEQUENT EVENTS

COMPETITION AND MARKETING - RETAIL MARKETING


     On March 23, 1995, the Energy and Technology Committee of the Connecticut
General Assembly passed a union contractbill that would create a task force to study
restructuring of the electric industry in 1993.Connecticut.  If enacted, the bill
would require a preliminary report to the committee by February 1, 1996, and a
final report by January 1, 1997.  The bill now goes to the state Senate and
House of Representatives where CL&P will be proposing changes.

RATES

     CONNECTICUT RETAIL RATES

     On August 3, 1993,March 22, 1995, the System announced that it intendedintroduced its plan, entitled "Path to reducea
Competitive Future," for the future of the electric industry and related
regulation in Connecticut in a filing submitted to the DPUC in its total workforceinvestigation
into the potential restructuring of the electric utility industry initiated
earlier this year.  The plan is a comprehensive four-phase approach to enhancing
CL&P's customer satisfaction and market efficiency in Connecticut.  It calls for
several significant changes in electricity pricing, in the ability to introduce
new products and services, in methods of rate-setting, and in the composition of
NEPOOL.  The two-year first phase began in early 1995.  The second and third
phases, which involve the transition to a more efficient market, would each last
an estimated four to six years. The final stage--a fully competitive market for
electricity--could begin once all issues relating to traditional utility
regulation have been thoroughly addressed and relevant transition costs have
been recovered from customers.  Other similar approaches, tailored to the
specific needs of their service territories, are to be introduced this spring by
600 to 700 positions and offered a voluntary early
70
retirement program to about 800 eligible employees.  The program was
available generally to all nonbargaining unit employees of NU's other operating company subsidiaries,
NUSCO, CL&P, WMECO, HWP, PSNH and NAESCO,WMECO, in ongoing
restructuring proceedings in New Hampshire and Massachusetts, respectively.

     NEW HAMPSHIRE RETAIL RATES

     On March 17, 1995 a status conference was held with the NHPUC relating to
PSNH's negotiations with the wood-fired NUGs.  The parties reported that an
agreement in principle had been reached with all but one of the owners of the
wood-fired NUGs.   It is expected that settlement agreements and purchase power
contracts with the settling owners will be drafted, executed and filed with the
NHPUC as soon as possible.  The NHPUC will consider approval of the settlements
in proceedings to begin in the late Spring of 1995.  Negotiations are continuing
with the nonsettling owner, who would be at least age 55 with
ten yearsowns two plants.

FINANCING PROGRAM - FINANCING LIMITATIONS

     The amount, in millions, of serviceshort-term debt outstanding as of November 1, 1993.  Most nuclear-related job
classifications at NUSCOMarch 20,
1995 was $91.5 for NU, $88.3 for CL&P, $0 for PSNH, $14.3 for WMECO, $0 for HWP,
$0 for NAEC, $0 for NNECO, $17.2 for RRR, $4.5  for Quinnehtuk and NAESCO were not eligible.$2.2 for HEC,
or a total of $218.


ELECTRIC OPERATIONS - NUCLEAR GENERATION

     NUCLEAR PLANT PERFORMANCE

     The program enhanced
pension benefits by adding an additional three years to age and serviceaverage capacity factor for the purposeoperating nuclear units in the United
States for calendar 1994 was 72.5 percent.

     MILLSTONE UNITS
     Management's ongoing evaluation of calculating pension benefitsthe current Millstone 2 extended
refueling and maintenance outage, which has been under way since October 1,
1994, has concluded that based on currently available information, the unit is
now expected to resume operations in May 1995, following an NRC assessment of
the unit's readiness to restart.

     CONNECTICUT YANKEE

     The CY planned refueling and maintenance outage which began on January 28,
1995 has been extended for approximately two weeks due to overall work progress
and emergent work.  The plant is expected to return to service in early retirement reduction
factors, as well as providing a supplemental payment to employees who retired
prior to becoming eligible for social security benefits.  Each program
participantApril
1995.

     MAINE YANKEE

     MY, like other pressurized water reactors, has retired or will retire on a datebeen experiencing
degradation of its steam generator tubes, principally in the form of
circumferential cracking which, until early 1995, was believed to be established by the
employer between November  1, 1993 and November 1, 1994.  A similar program
was offered to approximately 300 bargaining unit employees working for
System companies and 12 employees of NEPOOL/NEPEX.  The workforce reduction
affected approximately 811 employees, of which 498 individuals accepted the
early retirement program and another 313 individuals who were involuntarily
terminated.  Involuntarily terminated employees were eligible to receive a
lump sum severance payment of uplimited to
a maximumrelatively small number of 52 weeks salary, depending
on yearssteam generator tubes.  In the past the detection
of credited service.  In addition, as partdefects has resulted in the plugging of those tubes to prevent their
subsequent use.  During the refueling and maintenance shutdown that commenced in
early February 1995, MYAPC detected an increased rate of degradation of MY's
steam generator tubes, in excess of the System's
reorganizationnumber expected, and is currently
evaluating several courses of its Connecticut-based nuclear organization, 32 employees
were involuntarily terminated through January 12, 1994.  For moreaction to address the matter.  This circumstance
is likely to adversely affect the operation of MY and may result in substantial
cost to MYAPC.  MYAPC cannot now predict what course of action it will choose or
to what extent the operation of MY will be affected.  See "Nuclear Generation-
General" for information onabout the reorganization see "Nuclear Generation - Operations - Nuclear
Performance Improvement Initiatives."  The total costownership interests of the workforce
reduction programCL&P, PSNH and the nuclear reorganization was approximately $38
million, including pension, severance and other benefits.

        


































71WMECO
in MYAPC.



Item 2.  Properties

      The physical properties of the System are owned or leased by subsidiaries
of NU.  CL&P's principal plants and other properties are located either on land
which is owned in fee or on land, as to which CL&P owns perpetual occupancy
rights adequate to exclude all parties except possibly state and federal
governments, which has been reclaimed and filled pursuant to permits issued by
the United States Army Corps of Engineers.  The principal properties of PSNH are
held by it in fee. In addition, PSNH leases space in an office building under a
30-year lease expiring in 2002.  WMECO's principal plants and a major portion of
its other properties are owned in fee, although one hydroelectric plant is
leased.  NAEC owns a 35.9820135.98 percent interest in Seabrook 1 and approximately 719
acres of exclusion area land located around the unit.  In addition, CL&P, PSNH,
and WMECO have certain substation equipment, data processing equipment, nuclear
fuel, nuclear control room simulators, vehicles, and office space that are
leased.  With few exceptions, the System'sSystem companies' lines are located on or
under streets or highways, or on properties either owned or leased, or in which
the company has appropriate rights, easements, or permits from the owners.

      CL&P's properties are subject to the liens of CL&P's first
mortgage indenture and, with respect to properties formerly owned
by The Hartford Electric Light Company (HELCO), to the lien of HELCO'sits first mortgage indenture.
 PSNH's properties are subject to the lien of its first mortgage indenture.  In
addition, PSNH's outstanding term loan and revolving credit agreement borrowings
are secured by a second lien, junior to the lien of the first mortgage
indenture, on PSNH property located in New Hampshire.  WMECO's properties are
subject to the lien of its first mortgage indenture. NAEC's First Mortgage BondBonds
are secured by a lien on the Seabrook 1 interest described above, and all rights
of NAEC under the Seabrook Power Contract.  In addition, CL&P's and WMECO's
interests in Millstone 1 are subject to second liens for the benefit of lenders
under agreements related to pollution control revenue bonds.  Various ones of these
properties are also subject to minor encumbrances which do not substantially
impair the usefulness of the properties to the owning company.

      The System companies' and NAEC's properties are well maintained and are in
good operating condition.

72


                                 ELECTRIC PROPERTIES

The following represents the miles of electric lines operated and other physical data as of December 31, 1993,Transmission and Distribution System At December 31, 1994, the System companies owned 103 transmission and 429 distribution substations that had an aggregate transformer capacity of 25,001,996 kilovoltamperes (kVa) and 9,145,129 kVa, respectively; 3,054 circuit miles of overhead transmission lines ranging from 69 kilovolt (kV) to 345 kV, and 194 cable miles of underground transmission lines ranging from 69 kV to 138 kV; 32,507 pole miles of overhead and 1,893 conduit bank miles of underground distribution lines; and 384,367 line transformers in service with an aggregate capacity of 15,625,000 kVa. Electric Generating Plants As of December 31, 1994, the electric generating plants of the System companies and NAEC, and the System companies' entitlements in the generating plants of the three operating Yankee regional nuclear generating companies were as follows (See "Item 1. Business - Electric Operations, Nuclear Generation" for information on ownership and operating results for the System companies: Total CL&P PSNH WMECO HWP System ---- ---- ----- --- ------ TRANSMISSION SYSTEM: Substations ----------- Number 37 49 15 1 102 Aggregate Capacity (kVA) 16,329,857 4,991,221 3,507,152 197,000 25,025,230 Overhead Lines -------------- (Circuit Miles) 345 kV 392 252 105 - 749 230 kV - 9 - - 9 115 kV 1,131 713 328 15 2,187 69 kV 101 - 35 - 136 Underground Lines ----------------- (Cable Miles) 138 kV 41 - - - 41 115 kV 117 - 28 - 145 69 kV 8 - - - 8 DISTRIBUTION SYSTEM: Substations Number 243 134 51 6 434 Aggregate Capacity 6,873,752 776,310 1,407,705 142,350 9,200,117 (kVA) Overhead Lines -------------- Pole Miles 18,130 10,574 3,592 19 32,315 Underground Lines ----------------- Conduit Bank Miles 710 880 262 3 1,855 OTHER PHYSICAL DATA: Line Transformers ----------------- Number in Service 217,642 121,634 37,705 151 377,132 Aggregate Capacity (kVA) 9,857,000 4,057,000 1,716,000 81,000 15,711,000
As of December 31, 1993, the electric generating plants of the System operating companies and the System companies' entitlements from the generating plants of the three operating Yankee regional nuclear generating companies were as follows: 73 Name Plate Claimed Year Rating Capability Name, Owner, Town, Location Type Installed (Kilowatts) (Kilowatts) - --------------------------- ---- --------- ----------- ----------- (Winter Ratings) System Generating Plants: - ------------------------ Millstone Plant (Waterford-Long Island Sound) CL&P's Portion - 81% Ownership of Unit 1 Nuclear 1970 535,815 524,637 81% Ownership of Unit 2 Nuclear 1975 737,019 708,345 52.9330% Ownership of Unit 3 Nuclear 1986 663,303 608,041 --------- --------- 1,936,137 1,841,023 PSNH's Portion - 2.8475% Ownership of Unit 3 Nuclear 1986 35,682 32,709 WMECO's Portion - 19% Ownership of Unit 1 Nuclear 1970 125,685 123,063 19% Ownership of Unit 2 Nuclear 1975 172,881 166,155 12.2385% Ownership of Unit 3 Nuclear 1986 153,361 140,584 --------- --------- 451,927 429,802 Total Millstone Plant 100% Ownership of Unit 1 Nuclear 1970 661,500 647,700 100% Ownership of Unit 2 Nuclear 1975 909,900 874,500 68.0190% Ownership of Unit 3 Nuclear 1986 852,346 781,334 --------- --------- 2,423,746 2,303,534 Seabrook Plant (Seabrook, New Hampshire) CL&P's 4.05985% Ownership Portion Nuclear 1990 50,423 46,688 NAEC's 35.56942% Ownership Portion (a) Nuclear 1990 441,772 409,048 --------- --------- Total Seabrook Plant 492,195 455,736 Northfield Plant (Northfield and Erving - Connecticut River) CL&P's 81% Ownership Portion Pumped Storage 1972-1973 685,260 874,800 WMECO's 19% Ownership Portion Pumped Storage 1972-1973 160,740 205,200 --------- --------- Total Northfield Plant 846,000 1,080,000 Middletown Plant (CL&P) Steam 1958-1973 767,896 765,000 (Middletown - Connecticut River) Gas Turbine 1966 18,594 22,000 --------- --------- Total Middletown Plant 786,490 787,000 Montville Plant (CL&P) Steam 1954-1971 489,900 492,000 (Montville - Thames River) 2 Diesels 1967 5,500 5,500 --------- --------- Total Montville Plant 495,400 497,500 74 Name Plate Claimed Year Rating Capability Name, Owner, Town, Location Type Installed (Kilowatts) (Kilowatts) - --------------------------- ---- --------- ----------- ----------- (Winter Ratings) Norwalk Harbor Plant (CL&P) Steam 1960-1963 326,400 336,000 (Norwalk - Long Island Sound) Gas Turbine 1966 16,320 17,000 --------- --------- Total Norwalk Plant 342,720 353,000 Devon Plant (CL&P) Steam 1956-1958 207,000 218,000 (Milford - Housatonic River) Gas Turbine 1986 18,594 19,200 --------- --------- Total Devon Plant 225,594 237,200 South Meadow Plant (CL&P) 4 Gas Turbines 1970 167,400 195,600 (Hartford - Connecticut River) Shepaug Plant (CL&P) Hydro 1955 37,200 43,400 (Southbury - Housatonic River) Rocky River Plant (CL&P) Pumped 1928-1929 31,000 30,350 (New Milford - Housatonic River) Storage Stevenson Plant (CL&P) Hydro 1919-1936 30,500 28,900 (Monroe - Housatonic River) Amoskeag Plant (PSNH) Hydro 1922-1924 16,000 17,500 (Manchester - Merrimack River) Garvins Falls Plant (PSNH) Hydro 1925-1981 12,400 10,560 (Bow - Merrimack River) Lost Nation Plant (PSNH) Combustion (Northumberland) Turbine 1969 18,000 18,300 Merrimack Plant (PSNH) Steam 1960-1968 433,600 433,500 (Bow - Merrimack River) 2 Combustion Turbines 1968-1969 37,200 44,600 --------- --------- Total Merrimack Plant 470,800 478,100 Schiller Plant (PSNH) Steam 1952-1957 150,000 145,100 (Portsmouth - Piscataqua River) Combustion Turbine 1970 21,250 22,000 --------- --------- Total Schiller Plant 171,250 167,100 75 NamePlate Claimed Year Rating Capability Name, Owner, Town, Location Type Installed (Kilowatts) (Kilowatts) - --------------------------- ---- --------- ----------- ----------- (Winter Ratings) Wyman #4 Plant (Yarmouth, ME) PSNH's 3.1433% Ownership Portion Steam 1978 19,900 19,465 Smith Plant (PSNH) Hydro 1948 15,000 15,170 (Berlin - Androscoggin River) White Lake Plant (PSNH) Combustion (Tamworth) Turbine 1968 18,600 22,150 Newington Plant (PSNH) Steam 1974 414,000 406,000 (Newington - Piscataqua River) Turners Falls Plant (WMECO) Hydro 1905-1917 56,573 59,250 (Montague - Connecticut River) West Springfield Plant (WMECO) Steam 1957 113,636 107,000 (West Springfield - Connecticut River) Gas Turbine 1968 18,594 22,000 --------- --------- Total West Springfield Plant 132,230 129,000 Cobble Mountain Plant (WMECO)(b) Hydro 1930 33,000 33,960 (Granville - Westfield Little River) Mt. Tom Plant (HWP) Steam 1960 136,000 147,000 (Holyoke - Connecticut River) Hadley Falls Plant (HWP) Hydro 1952-1983 30,800 31,500 (Holyoke - Connecticut River) 23 Small Hydro Plants 74,156 80,570 7 Internal Combustion Plants (gas turbine, combustion turbine, and jet) 175,314 196,600 --------- --------- Total System Generating Plants 7,672,268 7,844,445 --------- --------- 76 NamePlate Claimed Year Rating Capability Name, Owner, Town, Location Type Installed (Kilowatts) (Kilowatts) - --------------------------- ---- --------- ----------- ----------- (Winter Ratings) Regional Nuclear Generating Plants (c) Connecticut Yankee Atomic Power Company Nuclear 1968 (Haddam, Connecticut) CL&P's 34.5% Ownership Portion 207,104 201,204 PSNH's 5.0% Ownership Portion 30,015 29,160 WMECO's 9.5% Ownership Portion 57,028 55,404 --------- --------- 294,147 285,768 --------- --------- Maine Yankee Atomic Power Company Nuclear 1972 (Wiscasset, Maine) CL&P's 12.0% Ownership Portion 87,289 94,832 PSNH's 5.0% Ownership Portion 36,371 39,514 WMECO's 3.0% Ownership Portion 21,822 23,708 --------- --------- 145,482 158,054 --------- --------- Vermont Yankee Nuclear Power Corporation Nuclear 1972 (Vernon, Vermont) CL&P's 9.5% Ownership Portion 48,120 44,356 PSNH's 4.0% Ownership Portion 20,231 18,648 WMECO's 2.5% Ownership Portion 12,677 11,685 --------- --------- 81,028 74,689 --------- --------- Total Regional Nuclear Generating Plants 520,657 518,511 --------- --------- TOTAL GENERATING PLANTS 8,192,925 8,362,956 ========= ========= Summary CL&P 5,291,543 5,456,703 PSNH 1,301,149 1,298,536 NAEC 441,772 409,048 WMECO 978,705 1,008,109 HWP 179,756 190,560 --------- --------- TOTAL GENERATING PLANTS 8,192,925 8,362,956 ========= ========= _________________________ (a) In February 1994, NAEC purchased VEG&T's 0.41259% ownership share of Seabrook, representing a current capability of 4,745 kW. If NAEC had owned this additional share of Seabrook at December 31, 1993, NAEC's and the NU system's ownership shareof Seabrook would have been 35.98201% and 40.04186%, respectively, representing current generating capability of 413,793 kW and 460,481 kW, respectively. In addition, the current generating capability for the NU system and total capability including Yankee regional nuclear generating companies would have been 7,849,190 kW and 8,367,701 kW, respectively. For more information concerning VEG&T, see "Item 1. Business, Electric Operations - Nuclear Generation, Seabrook." (b) The Cobble Mountain plant is leased from the City of Springfield, Massachusetts. (c) Represents CL&P's, PSNH's, and WMECO's entitlements in the generating plants of the three operating Yankee regional nuclear generating companies. 77 Franchises NU's operating subsidiaries hold numerous franchises in the territories served by them. See also "Competition and Marketing - Retail Wheeling" and "Legal Proceedings." CL&P. Subject to the power of alteration, amendment or repeal by the General Assembly of Connecticut and subject to certain approvals, permits and consents of public authority and others prescribed by statute, CL&P has, subject to certain exceptions not deemed material, valid franchises free from burdensome restrictions to sell electricity in the respective areas in which it is now supplying such service. In addition to the right to sell electricity as set forth above, the franchises of CL&P include, among others, rights and powers to manufacture, generate, purchase, transmit and distribute electricity, to sell electricity at wholesale to other utility companies and municipalities and to erect and maintain certain facilities on public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. The franchises of CL&P include the power of eminent domain. PSNH. Subject to the power of alteration, amendment or repeal by the General Court of the State of New Hampshire and subject to certain approvals, permits and consents of public authority and others prescribed by statute, PSNH has, subject to certain exceptions not deemed material, valid franchises free from burdensome restrictions to sell electricity in the respective areas in which it is now supplying such service. In addition to the right to sell electricity as set forth above, the franchises of PSNH include, among others, rights and powers to manufacture, generate, purchase, transmit and distribute electricity, to sell electricity at wholesale to other utility companies and municipalities and to erect and maintain certain facilities on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. The franchises of PSNH include the power of eminent domain. NNECO. Subject to the power of alteration, amendment or repeal by the General Assembly of Connecticut and subject to certain approvals, permits and consents of public authority and others prescribed by statute, NNECO has a valid franchise free from burdensome restrictions to sell electricity to utility companies doing an electric business in Connecticut and other states. In addition to the right to sell electricity as set forth above, the franchise of NNECO includes, among others, rights and powers to manufacture, generate and transmit electricity, and to erect and maintain facilities on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. WMECO. WMECO is authorized by its charter to conduct itselectric business in the territories served by it, and has locations in the public highways for transmission and distribution lines. Such locations are granted pursuant to the laws of Massachusetts by the Department of Public Works of Massachusetts or local municipal authorities and are of unlimited duration, but the 78 rights thereby granted are not vested. Such locations are for specific lines only, and for extensions of lines in public highways further similar locations must be obtained from the Department of Public Works of Massachusetts or the local municipal authorities. In addition, WMECO has been granted easements for its lines in the Massachusetts Turnpike by the Massachusetts Turnpike Authority. HWP and Holyoke Power and Electric Company (HP&E). HWP, and its wholly owned subsidiary HP&E, are authorized by their charters to conduct their businesses in the territories served by them. HWP's electric business is subject to the restriction that sales be made by written contract in amounts of not less than 100 horsepower, except for municipal customers in the counties of Hampden or Hampshire, Massachusetts and except for customers who occupy property in which HWP has a financial interest, by ownership or purchase money mortgage. HWP also has certain dam and canal and related rights, all subject to such consents and approvals of public authorities and others as may be required by law. The two companies have locations in the public highways for their trans-mission and distribution lines. Such locations are granted pursuant to the laws of Massachusetts by the Department of Public Works of Massachusetts or local municipal authorities and are of unlimited duration, but the rights thereby granted are not vested. Such locations are for specific lines only and, for extensions of lines in public highways, further similar locations must be obtained from the Department of Public Works of Massachusetts or the local municipal authorities. The two companies have no other utility franchises. NAEC. NAEC is authorized to own and operate its interest in Seabrook 1. 79 ITEM 3 - LEGAL PROCEEDINGS 1. Litigation Relating to Electric and Magnetic Fields On December 9, 1991, NU and CL&P were sued in Connecticut Superior Court by Melissa Bullock, a nineteen year old woman, and her mother Suzanne Bullock, both residents of 28 Meadow Street in Guilford, Connecticut. The plaintiffs allege that they have lived in close proximity to CL&P's Meadow Street substation and distribution lines since 1979. The suit claims that Melissa Bullock suffers from a form of brain cancer, and that the cancer and related physical and psychological injuries were "brought on as a result of exposure in her home to electromagnetic radiation generated by the defendants." Suzanne Bullock claims various physical and psychological injuries, and a diminution in the value of her property. The various counts against NU and CL&P include allegations of negligence, products liability, nuisance, unfair trade practices and strict liability. The suit seeks monetary damages, both compensatory and punitive, in as-yet unspecified amounts, as well as an injunction to cease emission of "dangerous levels" of electric and magnetic fields (EMF) into the plaintiffs' home. The plaintiffs are represented in part by counsel with a nationwide emphasis on similar litigation, and management considers this lawsuit to be a test case. The case is presently in the pre-trial discovery process, with trial anticipated in 1995. On January 14, 1992, a second lawsuit involving two other plaintiffs was served on NU and CL&P, also alleging cancer from EMF emanating from CL&P's Meadow Street substation and distribution lines (the Walston case). The plaintiffs in the Walston case also live or lived on Meadow Street. They are represented by the same counsel as the Bullocks, and the claims are nearly identical to the Bullocks' suit. In a decision issued on October 21, 1993, the court granted the Company's motion to strike certain counts of the plaintiff's complaint alleging causes of action based on ultrahazardous activity and unfair trade practices. This case is also in the pretrial discovery process; a trial date is not yet known. Management believes that the allegations that EMF caused or contributed to the plaintiffs' illnesses are not supported by current scientific studies. NU and CL&P intend to defend the lawsuits vigorously. For information on EMF studies and state and federal initiatives, see "Item 1 Business - Regulatory and Environmental Matters - Electric and Magnetic Fields." 2. Massachusetts Municipal Wholesale Electric Company On January 8, 1992, a suit was filed in Massachusetts Superior Court by Massachusetts Municipal Wholesale Electric Company and a number of its member municipalities, all of which are members of NEPOOL, against other members of NEPOOL alleging, in summary, that the plaintiffs have been damaged by NEPOOL's establishment of a minimum size for generating units to be considered for designation as "Pool-Planned" units. That designation entitles the owners of an interest in a unit to have their shares of the output of the unit transmitted to them under a transmission rate that is generally more favorable than the rates that would be available to them in the absence of such a designation. The complaint names NU's operating subsidiaries, CL&P, PSNH, WMECO, HWP and HP&E, as defendants. After settlement negotiations broke down in April 1993, the defendants 80 moved to dismiss the suit on jurisdictional and other grounds. On December 1, 1993, the Superior Court held that it had jurisdiction to decide the plaintiffs' claims, but ordered the plaintiffs to join additional NEPOOL Participants as parties in this action. The defendants are presently awaiting the court's decision on their motion to dismiss the suit for failure to state a claim. In an effort to respond to the concerns that prompted the complaint, the defendants proposed the 30th Amendment to the NEPOOL Agreement. On June 21, 1993, the plaintiffs moved to enjoin the defendants from filing the 30th Amendment with state or federal regulatory authorities. The Superior Court entered the preliminary injunction on July 2, 1993. The defendants petitioned a Single Justice of the Appeals court for relief from the Order of the Superior Court, and on September 22, 1993, the Single Justice vacated the preliminary injunction. The plaintiffs have appealed the Order of the Single Justice, and their appeal is presently pending before the full bench of the Appeals Court. After the preliminary injunction was vacated, 29 participants that were also defendants in the Massachusetts litigation filed the 30th Amendment with FERC. The Commission has requested additional information concerning the 30th Amendment, and the Amendment has not yet become effective. 3. "Municipal Rate" Litigation CL&P has initiated a challenge in federal court to the DPUC's approval of an electricity purchase contract for a 13.85 MW resource recovery facility under Connecticut's so-called "municipal rate law." Under this law, CL&P would be required to purchase electricity from the resource recovery facility at a rate equal to the retail rate that CL&P charges municipalities for electricity, which is significantly higher than CL&P's avoided costs. The DPUC ordered CL&P to pay the municipal rate for electricity generated from trash of towns that are CL&P customers. CL&P filed a Federal District Court action challenging the validity of the municipal rate statute in January 1990. In May 1993, the judge informed the parties that he would require the parties to ask FERC to resolve the issues in this case. On July 12, 1993, CL&P filed a Request for Declaratory Ruling with FERC asking FERC to determine that the municipal rate law was invalid. The FERC has not taken any action on CL&P's petition. 4. CL&P's Connecticut DPUC Rate Proceeding In June, 1993 the DPUC approved a multi-year rate plan for CL&P with increases of 2.01, 2.04 and 2.06 percent, totaling $141.3 million in additional revenues over three years, beginning July 1, 1993. Two appeals (one by the City of Hartford and the Connecticut Office of Consumer Counsel on the multi-year plan and one by CL&P on four issues) filed in the case have been consolidated in Hartford Superior Court. Oral arguments were held on October 15, 1993 and February 14, 1994 on CL&P's motion to dismiss the Hartford/OCC appeal on jurisdictional grounds. Establishment of a briefing schedule is awaiting a decision on CL&P's motion to dismiss. For additional information on CL&P's 1992-1993 retail rate case, see Item 1, "Business - Rates - Connecticut Retail Rates". 5. Housatonic Railroad Housatonic Railroad (Housatonic) owns and operates an independent freight and tourist service rail line extending from New Milford to Canaan, Connecticut. Housatonic is suing CL&P and NUSCO for damages allegedly 81 arising from the partial collapse of a canal at CL&P's Falls Village hydroelectric facility in 1989. Housatonic claims that the resultant flood rendered its rail line inoperable. The complaint alleges that CL&P and NUSCO promised to restore the railroad to operating condition within a few weeks to a few months and, in any event, before completing the restoration of the canal. Housatonic maintains that, despite these alleged representations and the cooperation of Housatonic in the restoration project, CL&P and NUSCO completely reconstructed the canal before restoring the railroad to operating condition. Rail service was allegedly interrupted for a year. Housatonic claims that this interruption deprived the railroad of "growth and development" it would have otherwise experienced. Housatonic is seeking relief on the common law grounds of negligence, strict liability for ultrahazardous activity, nuisance, trespass, and unjust enrichment. Housatonic alleges damages of $2-$4 million for its unjust enrichment claim. The case is currently in discovery. NUSCO and CL&P intend to defend this case vigorously. 6. Connecticut Indian Land Claims Numerous lawsuits asserting land claims in Connecticut have been either filed in state and federal court or threatened by a group called the Golden Hill Paugussett Tribe of Indians (the "Paugussetts"). These actions could impact the title of certain NU system companies named in the suits to certain real estate in eight Connecticut towns. Title to the properties of thousands of other owners, including homeowners, has been similarly threatened. To date, CL&P has been specifically named as a defendant in only one case, a class action suit affecting approximately 1,500 property owners in Southbury. On October 28, 1993, this action was dismissed; however, the dismissal has been appealed. The outcome of the present or potential litigation either by the Paugussetts or by other groups claiming to be "Indian tribes" cannot be predicted at this time. However, a number of possible defenses exist to Indian land claims in Connecticut, and the Paugussetts' success on the merits appears unlikely. 7. Litigation Relating to the Reorganization of PSNH An appeal has been filed against PSNH, et al., by three of PSNH's former common shareholders, Messrs. Richards, Kaufman and Rochman (RKR), from a judgment rendered by the U.S. Bankruptcy Court for the District of New Hampshire. The judgment enjoined RKR and their fellow participants from commencing a threatened class action against NU and its subsidiaries and others. RKR's action alleged violations of the Securities Exchange Act of 1934 and sought damages in the amount of $300 million in connection with the reorganization of PSNH. After entry of the judgment, another shareholder, Mr. Mascioni, Trustee, represented by Richards from the RKR group, commenced a class action in U.S. District Court for the Southern District of New York against the System and certain of its employees and advisors, alleging the same claims and seeking the same damages earlier threatened by RKR. An Order of Contempt was obtained from the Bankruptcy Court directing Mascioni and Richards to withdraw the action, which they have done. Mascioni and Richards have filed an appeal from the Order of Contempt. If RKR or Mascioni are successful in reversing the Judgment or the Order of Contempt, they have stated that they will commence an action against the System and certain of its employees and advisors. The System intends vigorously to defend the appeals and if either 82 appeal is successful, it intends vigorously to defend any action by RKR or Mascioni. 8. Litigation Challenging New Hampshire Property Tax On January 27, 1992, the United States Supreme Court agreed to exercise its "original jurisdiction" to hear a suit filed by Attorneys General from Connecticut, Massachusetts and Rhode Island that asked the Court to overturn a new property tax on Seabrook. A Special Master, appointed by the U.S. Supreme Court, rendered his opinion that the New Hampshire law, which created the Seabrook Tax and granted a credit for the amount paid in Seabrook Tax against any Business Profits Tax owed, is unconstitutional. In April, 1993 the matter was settled by the parties before the United States Supreme Court acted on the report of the Special Master. The settlement provided for a full refund to all the parties taxed over a two- year period. The credit for the tax against the New Hampshire Business Profits Tax was repealed. 9. Termination of the PSNH Chapter 11 Case PSNH filed a petition for reorganization under Chapter 11 of the Bankruptcy Code on January 28, 1988. PSNH's reorganization was substantially completed by NU's acquisition of PSNH on June 5, 1992. Since the acquisition, five remaining final fee applications have been pending before the U.S. Bankruptcy Court for the District of New Hampshire, seeking final fees, expenses and enhancements from PSNH in connection with the PSNH Chapter 11 bankruptcy case. The law firm of Stutman Treister & Glatt was seeking an enhancement of $3,155,293 over the $4,344,707 in fees and $363,928 in expenses billed for legal representation of PSNH, and First Boston Corp. was seeking $4,500,000 for merger and acquisition services rendered to PSNH. Paul L. Gioia sought an enhancement of $200,000 over and above the $268,875 in fees allowed based on his hourly rates under the court order authorizing his employment as examiner. The United Illuminating Company was seeking a "benefit to the estate" allowance to cover its costs and expenses of making its competing bid for PSNH. Rothchild, Inc., financial advisor to the Official Committee of Equity Security Holders, was seeking an enhancement of $1,000,000 over and above the $2,090,000 paid to it in fees under the order authorizing its retention. On August 30, 1993, the United States Bankruptcy Court for the District of New Hampshire issued an "Omnibus Order on Final Fee Awards and Related Matters". The Order allowed Stutman Treister and Glatt the fees and expenses they had billed for representation of PSNH over the term of the case in the amount of $4,344,707 in fees and $363,928 in expenses and denied any additional fees, including the requested fee enhancement. First Boston Corp. was denied any additional fees beyond those already collected by it as a financial advisor during the course of the bankruptcy proceedings. Paul L. Gioia was awarded an additional $200,000 for his services as examiner during the proceedings. The United Illuminating Company was denied any fees as an unsuccessful bidder for PSNH. Rothchild, Inc. was awarded the $1,000,000 enhancement requested on the grounds that exceptional results were obtained for the equity holders under the circumstances of the PSNH bankruptcy. On October 1, 1993 the Bankruptcy Court granted PSNH's Application for Final Decree, closing the bankruptcy proceeding. 83 10. Utility Property - Tax Appeal Matters On October 15, 1993, the Merrimack County Superior Court issued a decision dismissing PSNH's appeals of the property taxes assessed against it by the Town of Bow, New Hampshire for the years 1988, 1989, 1990 and 1991. The decision rejects the "unit method" of valuation (essentially book cost), which is the method predominantly used for PSNH's property throughout New Hampshire, and approves the "reproduction cost method" of valuation. This change in methodology would result in property tax valuations approximately three times greater than net book cost, with a commensurate rise in property taxes in Bow. PSNH has two generating facilities in the Town of Bow: Merrimack Station, consisting of two coal-fired units with a total capacity of 459 megawatts, and the Garvins Falls hydroelectric station with an installed capacity of 12.1 megawatts. PSNH filed an appeal with the New Hampshire Supreme Court on October 5, 1993. The appeal was accepted by the New Hampshire Supreme Court on January 26, 1994, with the Company's briefs due March 7, 1994. In another property tax matter, Connecticut statues require that every town revalue all property on its "grand list" at least once every ten years. In late 1991, the Town of Haddam, Connecticut, where Connecticut Yankee is located, performed its grand list revaluation. In preparation for this revaluation, NUSCO property tax personnel had a series of meetings with the town's Assessor in an attempt to reach an agreement concerning Connecticut Yankee's value for property tax purposes. In October 1991, the town's valuation contractor, United Appraisal, toured the Connecticut Yankee facility. United Appraisal placed a fair market value of $433 million on Connecticut Yankee. In January 1992, the town's selectmen appropriated funds to perform a second appraisal of Connecticut Yankee by an engineering consulting firm.. The town engaged the engineering firm of Dean and Associates to perform this second valuation. Following a tour of Connecticut Yankee and receipt of written material from NU, the Dean report was completed on February 27, 1992. Dean placed a fair market value of $840 million on CY. The town Assessor accepted Dean's fair market value. The Company appealed the Assessor's decision to the Haddam Board of Tax Review. It is Connecticut Yankee's position that the fair value of Connecticut Yankee is best approximated by the facility's net book value of $243 million. On May 21, 1992, following a March 18, 1992, hearing, the Board of Tax Review rejected Connecticut Yankee's appeal and upheld the Assessor's decision. Based upon an estimate of the town's mill rate, as valued, Connecticut Yankee's annual property tax payment is approximately $7.8 million. If valued at net book value, the tax would be approximately $2.3 million. The Company appealed the Board of Tax Review's decision to the Connecticut Superior Court on July 15, 1992. The case is currently in discovery and no trial schedule has been established. 11. Other Legal Proceedings The following sections of Item 1 "Business" discuss additional legal proceedings: "Rates" for information about rate and fuel adjustment clause proceedings and the reorganization of PSNH's largest customer, NHEC; "Resource Plans -- Future Needs" for information on proceedings involving integrated resource planning; "Electric Operations -- Generation and 84 Transmission" for information about proceedings relating to power transmission issues; "Electric Operations -- Nuclear Generation" for information related to various Seabrook joint owners, high-level and low- level radioactive waste disposal, decommissioning matters and NRC regulation; and "Regulatory and Environmental Matters" for information about proceedings involving surface water and air quality, toxic substances and hazardous waste, electric and magnetic fields, licensing of hydroelectric projects, and other matters. ITEM 4. Submission of Matters to a Vote of Security Holders (Fourth Quarter 1993) A special meeting of Common, Preferred and Class A Preferred Shareholders of CL&P was held on December 15, 1993, to vote on (1) a proposal to amend the Certificate of Incorporation as it relates to issuance or assumption of unsecured indebtedness that would permanently eliminate the 10% limitation on unsecured borrowings for securities with maturities of less than 10 years and (2) a proposal to consent to the issuance or assumption of unsecured indebtedness that would authorize the Company to continue for a period ending March 31, 2004 to issue or assume unsecured indebtedness in an amount up to 20% of aggregate capitalization. The votes cast at the meeting were as follows: FOR AGAINST ABSTAIN Proposal (1) Common Stock 12,222,930 0 0 Senior Stock 8,468,442 4,174,126 139,210 Proposal (2) Senior Stock 10,503,710 1,581,318 696,750 A special meeting of Common, Preferred and Class A Preferred Shareholders of WMECO was held on December 15, 1993, to vote on (1) a proposal to amend the By-laws and Articles of Organization as they relate to (1) a proposal to amend the Certificate of Incorporation as it relates to issuance or assumption of unsecured indebtedness that would permanently eliminate the 10% limitation on unsecured borrowings for securities with maturities of less than 10 years, (2) a proposal to consent to the issuance or assumption of unsecured indebtedness that would authorize the Company to continue for a period ending February 10, 2004 to issue or assume unsecured indebtedness in an amount up to 20% of aggregate capitalization and (3) a proposal regarding the location of shareholder meetings . The votes cast at the meeting were as follows: FOR AGAINST ABSTAIN Proposal (1) Common Stock 1,072,471 0 0 Senior Stock 2,485,059 1,096,056 12,865 Proposal (2) Senior Stock 2,680,268 795,767 117,945 Proposal (3) Common Stock 1,072,471 0 0 Senior Stock 2,878,229 625,453 112,074 85 Each Proposal 1 failed to attain the necessary two-thirds approving vote of all outstanding shares of each class of stock voting, and thus failed to carry. Each Proposal 2 attained the necessary approving vote of a majority of all outstanding shares of Senior Stock, and thus carried. In the case of WMECO's Proposal 3, it attained the necessary two-thirds approving vote of all outstanding shares of each class of stock voting, and thus carried. 86 PART II Item 5. Market for the Registrants' Common Stock and Related Shareholder Matters NU. NU declared and paid quarterly dividends of $0.44 in 1993 and $0.44 in 1992. On January 24, 1994, the Board of Trustees declared a dividend of $0.44 per share, payable on March 31, 1994 to holders of record on March 1, 1994. The declaration of future dividends may vary depending on capital requirements and income as well as financial and other conditions existing at the time. Information with respect to dividend restrictions for NU and its subsidiaries is contained in Item 1. Business under the caption "Financing Program--Financing Limitations" and in Note (b) to the "Consolidated Statements of Common Shareholders' Equity" on page 34 of NU's 1993 Annual Report to Shareholders and additional information with respect to common shares is contained under the caption "Shareholder Information" on page 54 of NU's 1993 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P, PSNH, WMECO, and NAEC. The information required by this item is not applicable because the common stock of CL&P, PSNH, WMECO, and NAEC is held solely by NU. Item 6. Selected Financial Data NU. Reference is made to information under the heading "Selected Consolidated Financial Data" contained on pages 50 and 51 of NU's 1993 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P. Reference is made to information under the heading "Selected Financial Data" contained on page 40 of CL&P's 1993 Annual Report, which information is incorporated herein by reference. PSNH. Reference is made to information under the heading "Selected Financial Data" contained on pages 37 and 38 of PSNH's 1993 Annual Report, which information is incorporated herein by reference. WMECO. Reference is made to information under the heading "Selected Financial Data" contained on page 34 of WMECO's 1993 Annual Report, which information is incorporated herein by reference. NAEC. Reference is made to information under the heading "Selected Financial Data" contained on page 23 of NAEC's 1993 Annual Report, which information is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations NU. Reference is made to information under the heading "Management's Discussion and Analysis" contained on pages 18 through 25 in NU's 1993 Annual Report to Shareholders, which information is incorporated herein by reference. 87 CL&P. Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained on pages 32 through 39 in CL&P's 1993 Annual Report, which information is incorporated herein by reference. PSNH. Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained on pages 30 through 35 in PSNH's 1993 Annual Report, which information is incorporated herein by reference. WMECO. Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained on pages 28 through 33 in WMECO's 1993 Annual Report, which information is incorporated herein by reference. NAEC. Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained on pages 18 through 22 in NAEC's 1993 Annual Report, which information is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data NU. Reference is made to information under the headings "Company Report," "Report of Independent Public Accountants," "Consolidated Statements of Income," "Consolidated Statements of Cash Flows," "Consolidated Statements of Income Taxes," "Consolidated Balance Sheets," "Consolidated Statements of Capitalization," "Consolidated Statements of Common Shareholders' Equity," "Notes to Consolidated Financial Statements," and "Consolidated Statements of Quarterly Financial Data" contained on pages 26 through 49 in NU's 1993 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P. Reference is made to information under the headings "Balance Sheets," "Statements of Income," "Statements of Cash Flows," "Statements of Common Stockholder's Equity," "Notes to Financial Statements," "Report of Independent Public Accountants," and "Statements of Quarterly Financial Data" contained on pages 1 through 31 and page 40 in CL&P's 1993 Annual Report, which information is incorporated herein by reference. PSNH. Reference is made to information under the headings "Balance Sheets," "Statements of Income," "Statements of Cash Flows," Statements of Common Equity," "Notes to Financial Statements," "Report of Independent Public Accountants," "Independent Auditors' Report," and "Statements of Quarterly Financial Data" contained on pages 1 through 29 and page 39 in PSNH's 1993 Annual Report, which information is incorporated herein by reference. WMECO. Reference is made to information under the headings "Balance Sheets," "Statements of Income," "Statements of Cash Flows," "Statements of Common Stockholder's Equity," "Notes to Financial Statements," "Report of Independent Public Accountants," and "Statements of Quarterly Financial Data" contained on pages 1 through 27 and page 34 in WMECO's 1993 Annual Report, which information is incorporated herein by reference. 88 NAEC. Reference is made to information under the headings "Balance Sheet," "Statement of Income," "Statement of Cash Flows," "Statement of Common Stockholder's Equity," "Notes to Financial Statements," "Report of Independent Public Accountants," and "Statement of Quarterly Financial Data" contained on pages 1 through 17 and page 23 in NAEC's 1993 Annual Report which information is incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure No event that would be described in response to this item has occurred with respect to NU, CL&P, PSNH, WMECO, or NAEC. 89 PART III Item 10. Directors and Executive Officers of the Registrants NU. In addition to the information provided below concerning the executive officers of NU, incorporated herein by reference are pages 1 through 12 of the definitive proxy statement for solicitation of proxies by NU's Board of Trustees, dated April 1, 1994 and filed with the Commission pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 (the Act). First First Positions Elected Elected Name Held an Officer a Trustee William B. Ellis CHB, T 06/15/76 04/26/77 Bernard M. Fox P, CEO, T 05/01/83 05/20/86 CL&P. First First Positions Elected Elected Name Held an Officer a Director Robert G. Abair D - 01/01/89 Robert E. Busch EVP, CFO, D 06/01/87 06/01/87 John P. Cagnetta SVP, D 06/17/81 05/09/83 William B. Ellis CH, D 06/15/76 06/15/76 Bernard M. Fox VC, D 05/15/81 05/01/83 William T. Frain, Jr. D - 02/01/94 Cheryl W. Grise SVP, D 06/01/91 01/01/94 John B. Keane D - 08/01/92 Francis L. Kinney SVP 04/24/74 - Frank R. Locke (1) D 10/01/83 05/01/83 Hugh C. MacKenzie P, D 07/01/88 06/06/90 John W. Noyes VP, CONT 07/01/87 - John F. Opeka D - 06/10/85 PSNH. First First Positions Elected Elected Name Held an Officer a Director Robert E. Busch EVP, CFO, D 06/05/92 06/05/92 John C. Collins D - 10/19/92 William B. Ellis CH, D 06/05/92 06/05/92 William T. Frain, Jr. P, COO, D 03/18/71 02/01/94 Bernard M. Fox VC, CEO, D 06/05/92 06/05/92 Gerald Letendre D - 10/19/92 Frank R. Locke (1) P, COO, D 06/05/92 06/05/92 Hugh C. MacKenzie D - 02/01/94 Jane E. Newman D - 10/19/92 Dale F. Nitzschke D - 10/19/92 John W. Noyes VP, CONT 06/05/92 - Robert P. Wax D - 02/01/93 90 WMECO. First First Positions Elected Elected Name Held an Officer a Director Robert G. Abair D - 01/01/89 Robert E. Busch EVP, CFO, D 06/01/87 06/01/87 John P. Cagnetta SVP, D 06/17/81 05/09/83 William B. Ellis CH, D 06/15/76 06/15/76 Bernard M. Fox VC, D 05/15/81 05/01/83 William T. Frain D - 02/01/94 Cheryl W. Grise SVP, D 06/01/91 01/01/94 John B. Keane D - 08/01/92 Francis L. Kinney SVP 04/24/74 - Frank R. Locke (1) D - 05/01/83 Hugh C. MacKenzie P, D 07/01/88 06/06/90 John W. Noyes VP, CONT 04/01/92 - John F. Opeka D - 06/10/85 NAEC. First First Positions Elected Elected Name Held an Officer a Director Robert E. Busch P, CFO, D 10/21/91 10/16/91 John P. Cagnetta SVP, D 10/21/91 10/16/91 William B. Ellis CH, D 10/21/91 10/16/91 Ted C. Feigenbaum SVP, D 10/21/91 10/16/91 Bernard M. Fox VC, CEO, D 10/21/91 10/16/91 William T. Frain, Jr. D - 02/01/94 Cheryl W. Grise SVP, D 10/21/91 01/01/94 Francis L. Kinney SVP 10/21/91 - John B. Keane D - 08/01/92 Frank R. Locke (1) SVP, CAO, D 10/21/91 10/16/91 Hugh C. MacKenzie D - 01/01/94 John W. Noyes VP, CONT 10/21/91 - John F. Opeka EVP, D 10/21/91 10/16/91 KEY: CAO - Chief Administrative Officer EVP - Executive Vice President CEO - Chief Executive Officer P - President CFO - Chief Financial Officer SVP - Senior Vice President CH - Chairman T - Trustee CHB - Chairman of the Board VC - Vice Chairman COO - Chief Operating Officer VP - Vice President CONT - Controller D - Director (1) Resigned effective February 1, 1994. 91 Name Age Business Experience During Past 5 Years Robert G. Abair (1) 55 Elected Vice President and Chief Administrative Officer of WMECO in 1988. Robert E. Busch (2) 47 Elected President and Chief Financial Officer of NAEC in 1994; elected Executive Vice President and Chief Financial Officer of NU, CL&P, PSNH, and WMECO in 1992; previously Executive Vice President and Chief Financial Officer of NAEC since 1992; Senior Vice President and Chief Financial Officer of NU, CL&P and WMECO since 1990. John P. Cagnetta (3) 61 Elected Senior Vice President of CL&P and WMECO in 1987 and of NAEC in 1991. John C. Collins (4) 49 Chief Executive Officer, The Hitchcock Clinic, Dartmouth - Hitchcock Medical Center since 1977. William B. Ellis 53 Elected Chairman of the Board of NU in 1993; elected Chairman of CL&P, NAEC, PSNH and WMECO in 1993; previously Chairman of the Board and Chief Executive Officer of NU and Chairman and Chief Executive Officer of CL&P and WMECO since 1987, NAEC since 1991 and PSNH since 1992. Ted C. Feigenbaum 43 Elected Senior Vice President of NAEC in 1991; previously Senior Vice President and Chief Nuclear Officer of PSNH June, 1992 to August, 1992; previously President and Chief Executive Officer - New Hampshire Yankee Division of PSNHOctober, 1990 to June, 1992 and Chief Nuclear Production Officer of PSNH January, 1990 to June, 1992; Senior Vice President and Chief Operating Officer - New Hampshire Yankee Division of PSNH (1989-1990) and Vice President (1987-1989) - New Hampshire Yankee Division of PSNH. Bernard M. Fox (5) 51 Elected Vice Chairman of CL&P and WMECO, and Vice Chairman and Chief Executive Officer of NAEC, in 1994; previously Chief Executive Officer of NU, CL&P, PSNH, WMECO and NAEC in 1993; previously President and Chief Operating Officer of NU, CL&P and WMECO in 1990 and NAEC since 1991; Vice Chairman of PSNH since 1992; previously President and Chief Operating and Financial Officer of NU, CL&P and WMECO since 1987. William T. Frain, Jr.(6) 52 Elected President and Chief Operating Officer of PSNH in 1994; previously Senior Vice President of PSNH since 1992; previously Treasurer of PSNH since 1991 and Vice President of PSNH since 1982. 92 Cheryl W. Grise 41 Elected Senior Vice President-Human Resources and Administrative Services of CL&P, WMECO and NAEC in 1994; previously Vice President- Human Resources of NAEC since 1992 and of CL&P and WMECO since 1991. John B. Keane (7) 47 Elected Vice President and Treasurer of NU, CL&P, PSNH, WMECO and NAEC in 1993; previously Vice President, Secretary and General Counsel-Corporate of NU, CL&P, PSNH, WMECO and NAEC since February 1, 1993; previously Vice President, Assistant Secretary and General Counsel-Corporate of PSNH and NAEC, Vice President, Secretary and General Counsel-Corporate of NU and CL&P, and Vice President, Secretary, Assistant Clerk and General Counsel-Corporate of WMECO since 1992; previously Associate General Counsel of NUSCO since 1985. Francis L. Kinney (8) 61 Elected Senior Vice President- Governmental Affairs of CL&P, WMECO and NAEC in 1994; previously Vice President-Public Affairs of NAEC since 1992 and of CL&P and WMECO since 1978. Gerald Letendre 52 President, Diamond Casting & Machine Co., Inc. since 1972. Frank R. Locke 66 Resigned effective February 1, 1994; previously President and Chief Operating Officer of PSNH since in 1992 and Senior Vice President and Chief Administrative Officer-New Hampshire of NAEC since 1991; and of NUSCO since 1990; previously Senior Vice President of NUSCO since 1988. Hugh C. MacKenzie (9) 51 Elected President of CL&P and WMECO in 1994; previously Senior Vice President-Customer Service Operations of CL&P and WMECO since 1990; previously Vice President of CL&P and WMECO since 1988. Jane E. Newman (10) 48 President, Coastal Broadcasting Corporation since 1992; previously Assistant to the President of the United States for Management and Administration from 1989 to 1991 and President of the Business and Industry Association of New Hampshire from 1985 to 1988. Dale F. Nitzschke 56 President, University of New Hampshire, Durham, New Hampshire since 1990; previously President, Marshall University, Huntington, West Virginia from 1984 to 1990. John W. Noyes 46 Elected Vice President and Controller of NU, CL&P, PSNH, WMECO and NAEC in 1992; previously Vice President of CL&P and WMECO since 1987. 93 John F. Opeka (11) 53 Elected Executive Vice President - Nuclear of NAEC in 1991 and of NUSCO in 1986, previously Executive Vice President - Nuclear of CL&P and WMECO from 1986 to 1993. Robert P. Wax 45 Elected Vice President, Secretary and General Counsel of NU and CL&P, Vice President, Secretary, Assistant Clerk and General Counsel of WMECO and Vice President, Assistant Secretary and General Counsel of PSNH and NAEC in 1993; previously Vice President and General Counsel-Regulatory of NU, CL&P, PSNH, WMECO and NAEC since 1992; previously Associate General Counsel of NUSCO since 1985. _____________________ (1) Trustee of Easthampton Savings Bank. (2) Director Connecticut Yankee Atomic Power Company. (3) Director of Connecticut Yankee Atomic Power Company. (4) Director of Fleet Bank - New Hampshire. (5) Chairman of the Board of The Institute of Living, and a Director of Shawmut Bank Connecticut, N.A., Shawmut Bank, N.A. and Shawmut National Corp., Mount Holyoke College, Connecticut Yankee Atomic Power Company and The Dexter Corporation. (6) Director of Connecticut Yankee Atomic Power Company, Maine Yankee Atomic Power Company and Yankee Atomic Power Company. (7) Director of Maine Yankee Atomic Power Company, Vermont Yankee Nuclear Power Corporation and Yankee Atomic Power Company. (8) Director of Mid-Conn Bank. (9) Director of Connecticut Yankee Atomic Power Company. (10) Director of Fleet Bank - New Hampshire, Perini Corporation and New England Telephone. (11) Director of Connecticut Yankee Atomic Power Company, Maine Yankee Atomic Power Company, Vermont Yankee Nuclear Power Corporation and Yankee Atomic Electric Company. There are no family relationships between any director or executive officer and any other director or executive officer of NU, CL&P, PSNH, WMECO or NAEC. Item 11. Executive Compensation NU. Incorporated herein by reference are pages 7 through 12 of the definitive proxy statement for solicitation of proxies by NU's Board of Trustees, dated April 1, 1994 and filed with the Commission pursuant to Rule 14a-6 under the Act. 94 SUMMARY COMPENSATION TABLE CL&P, PSNH, WMECO, and NAEC. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS The following table presents the cash and non-cash compensation received by the five highest-paid executive officers of CL&P, PSNH, WMECO and NAEC, in accordance with rules of the Securities and Exchange Commission (SEC):
Claimed Plant name Year Capability* Owner (location) Type Installed (kilowatts) ----- ---------- ---- --------- ----------- CL&P Millstone(Waterford,CT) Unit 1 Nuclear 1970 524,637 Unit 2 Nuclear 1975 708,345 Unit 3 Nuclear 1986 606,453 Seabrook (Seabrook,NH) Nuclear 1990 46,688 CT Yankee (Haddam,CT) Nuclear 1968 201,204 ME Yankee (Wiscasset,ME) Nuclear 1972 94,832 VT Yankee (Vernon,VT) Nuclear 1972 44,570 --------- Total Nuclear-Steam Plants (7 units) 2,226,729 Total Fossil-Steam Plants (9 units) 1954-73 1,803,000 Total Hydro-Conventional (25 units) 1903-55 98,930 Total Hydro-Pumped Storage (7 units) 1928-73 905,150 Total Internal Combustion (16 units) 1966-86 413,200 --------- Total CL&P Generating Plant (64 units) 5,447,009 ========= PSNH Millstone(Waterford,CT) Unit 3 Nuclear 1986 32,624 CT Yankee (Haddam,CT) Nuclear 1968 29,160 ME Yankee (Wiscasset,ME) Nuclear 1972 39,514 VT Yankee (Vernon,VT) Nuclear 1972 18,737 --------- Total Nuclear-Steam Plants (4 units) 120,035 Total Fossil-Steam Plants (7 units) 1952-78 1,004,065 Total Hydro-Conventional (20 units) 1917-83 67,510 Total Internal Combustion (5 units) 1968-70 107,050 --------- Total PSNH Generating Plant (36 units) 1,298,660 ========= Claimed Plant name Year Capability* Owner (location) Type Installed (kilowatts) ----- ---------- ---- --------- ----------- WMECO Millstone(Waterford,CT) Unit 1 Nuclear 1970 123,063 Unit 2 Nuclear 1975 166,155 Unit 3 Nuclear 1986 140,216 CT Yankee (Haddam,CT) Nuclear 1968 55,404 ME Yankee (Wiscasset,ME) Nuclear 1972 23,708 VT Yankee (Vernon,VT) Nuclear 1972 11,741 --------- Total Nuclear-Steam Plants (6 units) 520,287 Total Fossil-Steam Plants (1 unit) 1957 107,000 Total Hydro-Conventional (27 units) 1904-34 110,910** Total Hydro-Pumped Storage(4 units) 1972-73 205,200 Total Internal Combustion (3 units) 1968-69 63,500 --------- Total WMECO Generating Plant (41 units) 1,006,897 ========= NAEC Seabrook (Seabrook,NH) Nuclear 1990 413,793 ========= HWP Mt. Tom (Holyoke,MA) Fossil-Steam 1960 147,000 Total Hydro-Conventional (15 units) 1905-83 43,560 --------- Total HWP Generating Plant (16 units) 190,560 ========= NU Millstone(Waterford,CT) SYSTEM Unit 1 Nuclear 1970 647,700 Unit 2 Nuclear 1975 874,500 Unit 3 Nuclear 1986 779,293 Seabrook (Seabrook,NH) Nuclear 1990 460,481 CT Yankee (Haddam,CT) Nuclear 1968 285,768 ME Yankee (Wiscasset,ME) Nuclear 1972 158,054 VT Yankee (Vernon,VT) Nuclear 1972 75,048 --------- Total Nuclear-Steam Plants (7 units) 3,280,844 Total Fossil-Steam Plants (18 units) 1952-78 3,061,065 Total Hydro-Conventional (87 units) 1903-83 320,910** Total Hydro-Pumped Storage (7 units) 1928-73 1,110,350 Total Internal Combustion (24 units) 1966-86 583,750 --------- Total NU SYSTEM Generating Plant Including Regional Yankees (143 units) 8,356,919 ========= Excluding Regional Yankees (140 units) 7,838,049 ========= *Claimed capability represents winter ratings as of December 31, 1994. **Total Hydro-Conventional capability includes the Cobble Mtn. plant's 33,960 kW which is leased from the City of Springfield, MA. Franchises NU's operating subsidiaries hold numerous franchises in the territories served by them. CL&P. Subject to the power of alteration, amendment or repeal by the General Assembly of Connecticut and subject to certain approvals, permits and consents of public authority and others prescribed by statute, CL&P has, subject to certain exceptions not deemed material, valid franchises free from burdensome restrictions to sell electricity in the respective areas in which it is now supplying such service. In addition to the right to sell electricity as set forth above, the franchises of CL&P include, among others, rights and powers to manufacture, generate, purchase, transmit and distribute electricity, to sell electricity at wholesale to other utility companies and municipalities and to erect and maintain certain facilities on public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. The franchises of CL&P include the power of eminent domain. PSNH. Subject to the power of alteration, amendment or repeal by the General Court (legislature) of the State of New Hampshire and subject to certain approvals, permits and consents of public authority and others prescribed by statute, PSNH has, subject to certain exceptions not deemed material, valid franchises free from burdensome restrictions to sell electricity in the respective areas in which it is now supplying such service. In addition to the right to sell electricity as set forth above, the franchises of PSNH include, among others, rights and powers to manufacture, generate, purchase, transmit and distribute electricity, to sell electricity at wholesale to other utility companies and municipalities and to erect and maintain certain facilities on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. The franchises of PSNH include the power of eminent domain. NNECO. Subject to the power of alteration, amendment or repeal by the General Assembly of Connecticut and subject to certain approvals, permits and consents of public authority and others prescribed by statute, NNECO has a valid franchise free from burdensome restrictions to sell electricity to utility companies doing an electric business in Connecticut and other states. In addition to the right to sell electricity as set forth above, the franchise of NNECO includes, among others, rights and powers to manufacture, generate and transmit electricity, and to erect and maintain facilities on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. WMECO. WMECO is authorized by its charter to conduct its electric business in the territories served by it, and has locations in the public highways for transmission and distribution lines. Such locations are granted pursuant to the laws of Massachusetts by the Department of Public Works of Massachusetts or local municipal authorities and are of unlimited duration, but the rights thereby granted are not vested. Such locations are for specific lines only, and, for extensions of lines in public highways, further similar locations must be obtained from the Department of Public Works of Massachusetts or the local municipal authorities. In addition, WMECO has been granted easements for its lines in the Massachusetts Turnpike by the Massachusetts Turnpike Authority. HWP and Holyoke Power and Electric Company (HP&E). HWP, and its wholly owned subsidiary HP&E, are authorized by their charters to conduct their businesses in the territories served by them. HWP's electric business is subject to the restriction that sales be made by written contract in amounts of not less than 100 horsepower, except for municipal customers in the counties of Hampden or Hampshire, Massachusetts and except for customers who occupy property in which HWP has a financial interest, by ownership or purchase money mortgage. HWP also has certain dam and canal and related rights, all subject to such consents and approvals of public authorities and others as may be required by law. The two companies have locations in the public highways for their transmission and distribution lines. Such locations are granted pursuant to the laws of Massachusetts by the Department of Public Works of Massachusetts or local municipal authorities and are of unlimited duration, but the rights thereby granted are not vested. Such locations are for specific lines only and, for extensions of lines in public highways, further similar locations must be obtained from the Department of Public Works of Massachusetts or the local municipal authorities. The two companies have no other utility franchises. NAEC. NAEC is authorized by the NHPUC to own and operate its interest in Seabrook 1. Item 3 - Legal Proceedings 1. Litigation Relating to Electric and Magnetic Fields In December 1991, NU and CL&P were sued in Connecticut Superior Court by Melissa Bullock, a nineteen-year old woman, and her mother, Suzanne Bullock, both residents of 28 Meadow Street in Guilford, Connecticut. The plaintiffs allege that they have lived in close proximity to CL&P's Meadow Street substation and distribution lines since 1979. The suit claims that Melissa Bullock suffers from a form of brain cancer and related physical and psychological injuries, which were "brought on as a result of exposure in her home to electromagnetic radiation generated by the defendants." Suzanne Bullock claims various physical and psychological injuries, and a diminution in the value of her property. The various counts against NU and CL&P include allegations of negligence, product liability, nuisance, unfair trade practices and strict liability. The suit seeks monetary damages, both compensatory and punitive, in as-yet unspecified amounts, as well as an injunction to cease emission of "dangerous levels" of electric and magnetic fields (EMF) into the plaintiffs' home. The plaintiffs are represented in part by counsel with a nationwide emphasis on similar litigation, and management considers this lawsuit to be a test case. The case is presently in the pre-trial discovery process. Trial is not anticipated until 1996 at the earliest. In January 1992, a related lawsuit by two other plaintiffs also alleging cancer from EMF emanating from CL&P's Meadow Street substation and distribution lines was served on CL&P and NU. The plaintiffs are represented by the same counsel as the Bullocks, and the claims are nearly identical to the Bullocks' suit. This case is also in the pretrial discovery process; a trial date is not yet known. Management believes that the allegations that EMF caused or contributed to the plaintiffs' illnesses are not supported by current scientific studies. NU and CL&P intend to defend the lawsuits vigorously. For information on EMF studies and state and federal initiatives, see "Item 1. Business - Regulatory and Environmental Matters - Electric and Magnetic Fields." 2. Massachusetts Municipal Wholesale Electric Company / 30th Amendment to NEPOOL Agreement Settlement NU's operating subsidiaries, CL&P, PSNH, WMECO, HWP and HP&E (collectively, the Company) and a number of other utilities that are members of NEPOOL, as defendants, are involved in two pending actions relating to pool planning and future transmission service issues under the NEPOOL Agreement. An action in Suffolk Superior Court in Massachusetts was brought by a number of the Massachusetts electric municipal systems and the Massachusetts Municipal Wholesale Electric Company requesting damages and injunctive relief. FERC subsequently commenced an action when the Company and 26 other participants filed an amendment to the NEPOOL Agreement with FERC that concerns many of the issues raised in the Massachusetts litigation. On February 10, 1995, FERC issued an order accepting a withdrawal of the amendment to the NEPOOL Agreement. The withdrawal was part of a settlement agreement signed by substantially all of the parties and intervenors, which will also result in the withdrawal by the settling plaintiffs of their Superior Court complaint after the FERC action is terminated and no longer subject to appeal. The 30-day period in which to appeal from the FERC order expired without the filing of requests for rehearing, and the order has become final. 3. Southeastern Connecticut Regional Resources Recovery Authority (SCRRRA) - Application of the Municipal Rate This matter involves three separate disputes over the rates that apply to CL&P's purchases of the generation of the SCRRRA project in Preston, Connecticut. Municipal Rate Litigation: In 1990, CL&P initiated a challenge -------------------------- district court to the DPUC's approval of an electricity purchase contract for the SCRRRA project under Connecticut's so-called "municipal rate law." Under this law, CL&P would be required to purchase a portion of the electricity from the resource recovery facility at a rate equal to the retail rate that CL&P charges municipalities for electricity ("municipal rate"), which is significantly higher than CL&P's avoided costs. The district court subsequently ordered the parties to seek FERC's resolution of this matter. On January 11, 1995, FERC ruled that a state cannot require an electric utility to enter into a contract paying a qualifying facility more than the utility's avoided costs. The FERC decision is subject to rehearing and can be appealed to the United States Court of Appeals. In early February 1995, several petitions for rehearing were filed. Should CL&P ultimately prevail, the benefits to CL&P customers would be approximately $13 million. Non-Participant Towns: CL&P also contested SCRRRA's claim that CL&P must --------------------- pay the municipal rate for the portion of the project's electricity that is derived from the trash of towns that are not long-term participants in the project. On April 20, 1994, the DPUC granted SCRRRA's request that the municipal rate be made applicable to the non-participant's portion of electricity. On June 9, 1994, CL&P filed an appeal of the DPUC's ruling in the Hartford Superior Court. A total of approximately $3.5 million is in dispute for the years 1992 through 1994. The rate CL&P would be required to pay would also be substantially higher in later years if the DPUC's ruling is upheld. On February 6, 1995, the Superior Court granted the SCRRRA's motion to stay this proceeding until FERC issues a final decision on the municipal rate law. This case could be moot once the FERC decision is final. Excess Capacity: CL&P also contested SCRRRA's claim that CL&P must --------------- purchase at the applicable contract rates (each of which is higher than CL&P's current avoided costs) any excess of the project's generation above 13.85 MW per hour. On May 3, 1994, the Connecticut Appellate Court affirmed a Superior Court's ruling that the DPUC should decide this issue. CL&P has answered interrogatories issued by the DPUC and further DPUC proceedings on this dispute are expected. The amount in dispute for the period 1992 through August 1994 is approximately $470,000. However, assuming SCRRRA were permitted to charge the municipal rate for an assumed project generation of 14.5 MW per hour (i.e., 5% greater than 13.85 MW), the amount in dispute could be as much as $4.5 million (cumulative present value) for the remaining term of the contract with SCRRRA. This dispute will not be resolved by the FERC decision on the municipal rate statute because each of the contract rates is greater than CL&P's current avoided costs. On June 20, 1994, the Connecticut General Assembly overrode Governor Weicker's veto of a bill that purportedly resolves the non-participant towns and excess capacity disputes against CL&P. CL&P has a number of options in response to this legislation including challenging its constitutionality in either federal or state court. The law took effect on October 1, 1994, but has not yet been applied against CL&P in either of these proceedings. 4. CL&P's 1992-1993 Retail Rate Case In June 1993, the DPUC issued a decision approving a multi-year rate plan for CL&P. Two appeals have been filed from the 1993 Decision, one by CL&P and the other by the Connecticut Office of Consumer Counsel (OCC) and the City of Hartford (City). The two appeals were consolidated. On May 9, 1994, the City's appeal was dismissed by the Hartford Superior Court on jurisdictional grounds, and the City appealed that dismissal to the Connecticut Appellate Court. The Supreme Court of Connecticut transferred the jurisdictional issue to itself on August 2, 1994. Oral argument is expected to be scheduled in the spring of 1995, and a decision is expected by September 1995. 5. Connecticut Indian Land Claims Numerous lawsuits asserting land claims in Connecticut have been filed in either state and federal court or threatened by a group called the Golden Hill Paugussett Tribe of Indians (the Paugussetts). These actions could impact the title to certain NU system real estate in the eight affected Connecticut towns. Title to the properties of thousands of other owners, including homeowners, has been similarly threatened. However, the only case to specifically name CL&P as a defendant, a class action suit affecting approximately 1,500 property owners in Southbury, was dismissed by the trial court, and the dismissal was subsequently upheld on appeal by the Connecticut Supreme Court on the grounds that the plaintiff lacked standing to act on behalf of the Paugussetts. The outcome of the present or potential litigation either by the Paugussetts or by other groups claiming to be "Indian tribes" cannot be predicted at this time. However, a number of possible defenses exist to Indian land claims in Connecticut, and the Paugussetts' success on the merits appears unlikely. 6. FERC - PSNH Acquisition Case In 1992, FERC's approval of NU's acquisition of PSNH was appealed to the United States Court of Appeals for the First Circuit. The Court affirmed the decision approving the merger but ordered FERC to address whether, if FERC had applied a more stringent "public interest standard" to the Seabrook power contract, any modifications would have been necessary. Purporting to apply this standard, FERC reaffirmed certain modifications to the contract, interpreting the standard liberally to allow it to intervene in contracts on behalf of non-parties to the contract. NU requested rehearing, arguing that FERC had not applied the appropriate standard, which request was denied by FERC on July 8, 1994. On September 6, 1994, NU filed a Petition for Review with the First Circuit Court of Appeals concerning FERC's application of a "public interest standard" to the Seabrook Power Contract, which Petition is expected to be heard April 3, 1995. 7. Other Legal Proceedings The following sections of Item 1 "Business" discuss additional legal proceedings: "Rates" for information about CL&P's rate and fuel clause adjustment clause proceedings and the Seabrook Power Contract; "Electric Operations -- Generation and Transmission" for information about proceedings relating to power transmission issues; "Electric Operations -- Nuclear Generation" for information related to Seabrook joint owners, high-level and low-level radioactive waste disposal, decommissioning matters and NRC regulation; "Regulatory and Environmental Matters" for information about proceedings involving surface water and air quality, toxic substances and hazardous waste, electric and magnetic fields, licensing of hydroelectric projects, and other matters; and "FINANCIAL CONDITION -- Property Taxes" in the NU 1994 Annual Report for information about proceedings involving utility property tax appeal matters. Item 4. Submission of Matters to a Vote of Security Holders No Event that would be described in response to this item occurred with respect to NU, CL&P, WMECO, PSNH or NAEC. PART II Item 5. Market for the Registrants' Common Equity and Related Shareholder Matters NU. The common shares of NU are listed on the New York Stock Exchange. The ticker symbol is "NU," although it is frequently presented as "Noeast Util" in various financial publications. The high and low sales prices for the past two years, by quarters, are shown below. Year Quarter High Low ---- ------- ---- --- 1994 First $25 3/4 23 Second 24 7/8 21 1/4 Third 24 5/8 20 3/8 Fourth 23 3/8 21 1/4 1993 First $28 7/8 $25 1/2 Second 28 3/4 25 1/4 Third 28 1/8 26 1/4 Fourth 27 3/8 22 As of January 31, 1995, there were 137,978 common shareholders of record of NU. As of the same date, there were a total of 134,210,261 common shares issued, including approximately 9.1 million shares held in an ESOP trust. NU declared and paid quarterly dividends of $0.44 in 1994 and $0.44 in 1993. On January 24, 1995, the Board of Trustees declared a dividend of $0.44 per share, payable on March 31, 1995 to holders of record on March 1, 1995. The declaration of future dividends may vary depending on capital requirements and income as well as financial and other conditions existing at the time. Information with respect to dividend restrictions for NU and its subsidiaries is contained in Item 1. Business under the caption "Financing Program--Financing Limitations" and in Note (b) to the "Consolidated Statements of Common Shareholders' Equity" on page 32 of NU's 1994 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P, PSNH, WMECO, and NAEC. The information required by this item is not applicable because the common stock of CL&P, PSNH, WMECO, and NAEC is held solely by NU. Item 6. Selected Financial Data NU. Reference is made to information under the heading "Selected Consolidated Financial Data" contained on pages 48 and 49 of NU's 1994 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P. Reference is made to information under the heading "Selected Financial Data" contained on page 40 of CL&P's 1994 Annual Report, which information is incorporated herein by reference. PSNH. Reference is made to information under the heading "Selected Financial Data" contained on pages 37 and 38 of PSNH's 1994 Annual Report, which information is incorporated herein by reference. WMECO. Reference is made to information under the heading "Selected Financial Data" contained on page 33 of WMECO's 1994 Annual Report, which information is incorporated herein by reference. NAEC. Reference is made to information under the heading "Selected Financial Data" contained on page 21 of NAEC's 1994 Annual Report, which information is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations NU. Reference is made to information under the heading "Management's Discussion and Analysis" contained on pages 16 through 23 in NU's 1994 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P. Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained on pages 32 through 39 in CL&P's 1994 Annual Report, which information is incorporated herein by reference. PSNH. Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained on pages 29 through 35 in PSNH's 1994 Annual Report, which information is incorporated herein by reference. WMECO. Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained on pages 27 through 32 in WMECO's 1994 Annual Report, which information is incorporated herein by reference. NAEC. Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained on pages 18 through 20 in NAEC's 1994 Annual Report, which information is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data NU. Reference is made to information under the headings "Company Report," "Report of Independent Public Accountants," "Consolidated Statements of Income," "Consolidated Statements of Cash Flows," "Consolidated Statements of Income Taxes," "Consolidated Balance Sheets," "Consolidated Statements of Capitalization," "Consolidated Statements of Common Shareholders' Equity," "Notes to Consolidated Financial Statements," and "Consolidated Statements of Quarterly Financial Data" contained on pages 24 through 47 in NU's 1994 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P. Reference is made to information under the headings "Consolidated Balance Sheets," "Consolidated Statements of Income," "Consolidated Statements of Cash Flows," "Consolidated Statements of Common Stockholder's Equity," "Notes to Consolidated Financial Statements," "Report of Independent Public Accountants," and "Statements of Quarterly Financial Data" contained on pages 1 through 31 and page 40 in CL&P's 1994 Annual Report, which information is incorporated herein by reference. PSNH. Reference is made to information under the headings "Balance Sheets," "Statements of Income," "Statements of Cash Flows," Statements of Common Equity," "Notes to Financial Statements," "Report of Independent Public Accountants," "Independent Auditors' Report," and "Statements of Quarterly Financial Data" contained on pages 1 through 28 and page 39 in PSNH's 1994 Annual Report, which information is incorporated herein by reference. WMECO. Reference is made to information under the headings "Balance Sheets," "Statements of Income," "Statements of Cash Flows," "Statements of Common Stockholder's Equity," "Notes to Financial Statements," "Report of Independent Public Accountants," and "Statements of Quarterly Financial Data" contained on pages 1 through 26 and page 33 in WMECO's 1994 Annual Report, which information is incorporated herein by reference. NAEC. Reference is made to information under the headings "Balance Sheet," "Statement of Income," "Statement of Cash Flows," "Statement of Common Stockholder's Equity," "Notes to Financial Statements," "Report of Independent Public Accountants," and "Statement of Quarterly Financial Data" contained on pages 1 through 17 and page 21 in NAEC's 1994 Annual Report which information is incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure No event that would be described in response to this item has occurred with respect to NU, CL&P, PSNH, WMECO, or NAEC. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS NU. In addition to the information provided below concerning the executive officers of NU, incorporated herein by reference are pages 1 through 13 of the definitive proxy statement for solicitation of proxies by NU's Board of Trustees, dated April 3, 1995 and filed with the Commission pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 (the Act). First First Positions Elected Elected Name Held an Officer a Trustee --------------------- --------- ---------- --------- William B. Ellis CHB, T 06/15/76 04/26/77 Bernard M. Fox P, CEO, T 05/01/83 05/20/86 CL&P. First First Positions Elected Elected Name Held an Officer a Director --------------------- --------- ---------- ---------- Robert G. Abair D - 01/01/89 Robert E. Busch EVP, CFO, D 06/01/87 06/01/87 William B. Ellis CH, D 06/15/76 06/15/76 Bernard M. Fox VC, D 05/15/81 05/01/83 William T. Frain, Jr. D - 02/01/94 Cheryl W. Grise SVP, D 06/01/91 01/01/94 John B. Keane VP, T, D 08/01/92 08/01/92 Francis L. Kinney SVP 04/24/74 - Hugh C. MacKenzie P, D 07/01/88 06/06/90 John W. Noyes 07/01/87 - John F. Opeka D - 06/10/85 PSNH. First First Positions Elected Elected Name Held an Officer a Director ------------------- --------- ---------- ---------- Robert E. Busch EVP, CFO 06/05/92 John C. Collins D - 10/19/92 William B. Ellis CH, D 06/05/92 06/05/92 William T. Frain, Jr. P, COO, D 03/18/71 02/01/94 Bernard M. Fox VC, CEO, D 06/05/92 06/05/92 Cheryl W. Grise D 02/06/95 Gerald Letendre D - 10/19/92 Hugh C. MacKenzie D - 02/01/94 Jane E. Newman D - 10/19/92 John W. Noyes VP, CONT 06/05/92 - Robert P. Wax VP, SEC, GC, D 08/01/92 02/01/93 WMECO. First First Positions Elected Elected Name Held an Officer a Director ------------------- --------- ---------- ---------- Robert G. Abair VP, CAD, D 09/06/88 01/01/89 Robert E. Busch EVP, CFO, D 06/01/87 06/01/87 William B. Ellis CH, D 06/15/76 06/15/76 Bernard M. Fox VC, D 05/15/81 05/01/83 William T. Frain, Jr. D - 02/01/94 Cheryl W. Grise SVP, D 06/01/91 01/01/94 John B. Keane VP, TR, D 08/01/92 08/01/92 Francis L. Kinney SVP 04/24/74 - Hugh C. MacKenzie P, D 07/01/88 06/06/90 John W. Noyes VP, CONT 04/01/92 - John F. Opeka D - 06/10/85 NAEC. First First Positions Elected Elected Name Held an Officer a Director --------------------- --------- ---------- ---------- Robert E. Busch P, CFO, D 10/21/91 10/16/91 William B. Ellis CH, D 10/21/91 10/16/91 Ted C. Feigenbaum SVP, D 10/21/91 10/16/91 Bernard M. Fox VC, CEO, D 10/21/91 10/16/91 William T. Frain, Jr. D - 02/01/94 Cheryl W. Grise SVP, D 10/21/91 01/01/94 Francis L. Kinney SVP 10/21/91 - John B. Keane VP, TR, D 08/01/92 08/01/92 Hugh C. MacKenzie D - 01/01/94 John W. Noyes VP, CONT 10/21/91 - John F. Opeka EVP, D 10/21/91 10/16/91 KEY: CAO - Chief Administrative Office EVP - Executive Vice President CEO - Chief Executive Officer GC - General Counsel CFO - Chief Financial Officer P - President CH - Chairman SEC - Secretary CHB - Chairman of the Board SVP - Senior Vice President COO - Chief Operating Officer T - Trustee CONT - Controller TR - Treasurer D - Director VC - Vice Chairman VP - Vice President Name Age Business Experience During Past 5 Years ----------------- --- --------------------------------------- Robert G. Abair (1) 56 Elected Vice President and Chief Administrative Officer of WMECO in 1988. Robert E. Busch (2) 48 Elected President and Chief Financial Officer of NAEC in 1994; elected Executive Vice President and Chief Financial Officer of NU, CL&P, PSNH, and WMECO in 1992; previously Executive Vice President and Chief Financial Officer of NAEC since 1992; Senior Vice President and Chief Financial Officer of NU, CL&P and WMECO since 1990. John C. Collins (3) 50 Chief Executive Officer, The Hitchcock Clinic, Dartmouth - Hitchcock Medical Center since 1977. William B. Ellis (4) 54 Elected Chairman of the Board of NU in 1993; elected Chairman of CL&P, NAEC, PSNH and WMECO in 1993; previously Chairman of the Board and Chief Executive Officer of NU and Chairman and Chief Executive Officer of CL&P and WMECO since 1987, NAEC since 1991 and PSNH since 1992. Ted C. Feigenbaum (5) 44 Elected Senior Vice President of NAEC in 1991; previously Senior Vice President and Chief Nuclear Officer of PSNH June, 1992 to August, 1992; previously President and Chief Executive Officer - New Hampshire Yankee Division of PSNH October, 1990 to June, 1992 and Chief Nuclear Production Officer of PSNH January, 1990 to June, 1992; Senior Vice President and Chief Operating Officer - New Hampshire Yankee Division of PSNH (1989-1990). Bernard M. Fox (6) 52 Elected Vice Chairman of CL&P and WMECO, and Vice Chairman and Chief Executive Officer of NAEC, in 1994; previously Chief Executive Officer of NU, CL&P, PSNH, WMECO and NAEC in 1993; previously President and Chief Operating Officer of NU, CL&P and WMECO in 1990 and NAEC since 1991; Vice Chairman of PSNH since 1992; previously President and Chief Operating and Financial Officer of NU, CL&P and WMECO since 1987. William T. Frain, Jr.(7) 53 Elected President and Chief Operating Officer of PSNH in 1994; previously Senior Vice President of PSNH since 1992; previously Treasurer of PSNH since 1991 and Vice President of PSNH since 1982. Cheryl W. Grise 42 Elected Senior Vice President-Human Resources and Administrative Services of CL&P, WMECO and NAEC in 1994; previously Vice President-Human Resources of NAEC since 1992 and of CL&P and WMECO since 1991. John B. Keane (8) 48 Elected Vice President and Treasurer of NU, CL&P, PSNH, WMECO and NAEC in 1993; previously Vice President, Secretary and General Counsel- Corporate of NU, CL&P, PSNH, WMECO and NAEC since February 1, 1993; previously Vice President, Assistant Secretary and General Counsel-Corporate of PSNH and NAEC, Vice President, Secretary and General Counsel- Corporate of NU and CL&P, and Vice President, Secretary, Assistant Clerk and General Counsel- Corporate of WMECO since 1992; previously Associate General Counsel of NUSCO since 1985. Francis L. Kinney (9) 62 Elected Senior Vice President-Governmental Affairs of CL&P, WMECO and NAEC in 1994; previously Vice President-Public Affairs of NAEC since 1992 and of CL&P and WMECO since 1978. Gerald Letendre 53 President, Diamond Casting & Machine Co., Inc. since 1972. Hugh C. MacKenzie (10) 52 Elected President of CL&P and WMECO in 1994; previously Senior Vice President-Customer Service Operations of CL&P and WMECO since 1990. Jane E. Newman (11) 49 President, Coastal Broadcasting Corporation since 1992; previously Assistant to the President of the United States for Management and Administration from 1989 to 1991. John W. Noyes 47 Elected Vice President and Controller of NU, CL&P, PSNH, WMECO and NAEC in 1992; previously Vice President of CL&P and WMECO since 1987. John F. Opeka (12) 54 Elected Executive Vice President - Nuclear of NAEC in 1991 and of NUSCO in 1986, previously Executive Vice President - Nuclear of CL&P and WMECO from 1986 to 1993. Robert P. Wax 46 Elected Vice President, Secretary and General Counsel of PSNH and NAEC in 1994; elected Vice President, Secretary and General Counsel of NU and CL&P and Vice President, Secretary, Assistant Clerk and General Counsel of WMECO in 1993; previously Vice President, Assistant Secretary and General Counsel of PSNH and NAEC since 1993; previously Vice President and General Counsel-Regulatory of NU, CL&P, PSNH, WMECO and NAEC since 1992; previously Associate General Counsel of NUSCO since 1985. (1) Trustee of Easthampton Savings Bank. (2) Director Connecticut Yankee Atomic Power Company. (3) Director of Fleet Bank - New Hampshire. (4) Director of Nuclear Electric Insurance Limited, Connecticut Mutual Life Insurance Company, The Hartford Steam Boiler Inspection and Insurance Company and Radian Corporation (a subsidiary of Hartford Steam Boiler) and the Greater Hartford Chamber of Commerce; Chairman of the Board of the Capitol Region Growth Council, Inc.; Director Emeritus of Connecticut Yankee Atomic Power Company; Member of The National Museum of Natural History of The Smithsonian Institution and the Science Advisory Board of The Nature Conservancy. (5) Director of Maine Yankee Atomic Power Company. (6) Director of The Institute of Living, The Institute of Nuclear Power Operations, The Connecticut Business and Industry Association, Mount Holyoke College, Shawmut National Corp., CIGNA Corporation, Connecticut Yankee Atomic Power Company and The Dexter Corporation. (7) Director of Connecticut Yankee Atomic Power Company, the Business and Industry Association of New Hampshire, the Greater Manchester Chamber of Commerce; Trustee of Optima Health, Inc. (8) Director of Maine Yankee Atomic Power Company, Vermont Yankee Nuclear Power Corporation, Yankee Atomic Electric Company and Connecticut Yankee Atomic Power Company. (9) Director of Mid-Conn Bank. (10) Director of Connecticut Yankee Atomic Power Company. (11) Director of Perini Corporation, NYNEX Telecommunications and Consumers Water Company. (12) Director of Connecticut Yankee Atomic Power Company and Yankee Atomic Electric Company. There are no family relationships between any director or executive officer and any other director or executive officer of NU, CL&P, PSNH, WMECO or NAEC. ITEM 11. EXECUTIVE COMPENSATION NU. Incorporated herein by reference are pages 8 through 13 of the definitive proxy statement for solicitation of proxies by NU's Board of Trustees, dated April 3, 1995 and filed with the Commission pursuant to Rule 14a-6 under the Act. SUMMARY COMPENSATION TABLE The following table presents the cash and non-cash compensation received by the five highest-paid executive officers of Northeast Utilities, in accordance with rules of the SEC:
Annual Compensation Long Term Compensation ------------------------------ ---------------------------------------------------------------------- Awards Payouts ----------------------- ------------------------------------- -------- Name and Year Salary Bonus ($) Other Restricted Options/ Long All Other Principal Position ($) (Note 1) Annual Award(s)Stock Stock Term Compensa- Position Compen- ($)Award(s) Apprecia- Incentive tion ($) sation (Note 1)($) tion Program (Note 3)2) ($) (Note 2) Rights(#) Payouts ($) - ---------------- ------- ------- ---------- ------- ---------- --------- -------- --------- Bernard M. Fox 1994 544,459 (Note 3) None None None 115,771 4,500 (Note 4) 1993 478,775 (Note 4)180,780 None None None 61,155 7,033 President and(Note 5) 1992 424,517 54,340 None None None 19,493 6,860 Chief Executive 1991 402,333 103,872 None 38,173 None 15,398 3,380 Officer (Note 5) - -------------------------------------------------------------------------------------------------------- William B. Ellis 1994 457,769 (Note 3) None None None 185,003 4,500 (Note 4) 1993 521,250 (Note 4)160,693 None None None 87,363 None Chairman(Note 5) 1992 522,212 97,029 None None None 30,707 None -------------------------------------------------------------------------------------------------------- Robert E. Busch 1994 346,122 (Note 3) None None None 44,073 4,500 (Note 5) 1991 500,000 185,5191993 255,915 78,673 None 54,608 None 24,451 None -32,337 7,072 1992 236,654 27,934 None None None 10,040 6,866 -------------------------------------------------------------------------------------------------------- John F. Opeka 1994 283,069 (Note 3) None None None 54,556 4,500 (Note 5) 1993 277,304 (Note 4)58,259 None None None 40,014 6,875 Executive Vice 1992 268,958 19,644 None None None 14,017 6,813 President 1991 260,600 49,676 None 28,498 None 11,184 3,385 - -------------------------------------------------------------------------------------------------------- Robert E. Busch 1993 255,915Hugh C. MacKenzie 1994 245,832 (Note 4)3) None None None 32,337 7,072 Executive Vice 1992 236,654 27,93440,449 4,500 (Note 5) 1993 192,502 51,765 None None None 10,040 6,866 President 1991 212,333 46,597 None 23,026 None 7,444 3,185 - -------------------------------------------------------------------------------------------------------- John P. Cagnetta 1993 208,900 (Note 4)28,000 5,775 1992 178,818 22,045 None None None 29,679 6,134 Senior Vice 1992 200,462 21,635 None None None 10,730 6,014 President 1991 194,266 35,446 None 17,893 None 8,909 2,913 -7,196 5,322 --------------------------------------------------------------------------------------------------------
95 Notes: 1. Until 1991, awardsAwards under the 1992 short-term programsprogram of the Northeast tilities Executive Incentive Compensation Program (EICP) were made in restricted stock. In 1991, the Northeast Utilities Executive Incentive Plan (EIP) was adopted, which did not require restricted stock awards. Awards under the 1991 and 1992 short-term programs under the EIP were paid in 1992 and 1993 respectively, in the form of unrestricted stock and,stock. Awards under the 1993 short-term EIP program were paid in 1994 in the form of cash. In accordance with the requirements of the SEC, these awards are included as "bonus" in the years earned. 2. The five executive officers listed in the table above each received an award of restricted stock in May, 1991 (which vested in January, 1993), under the EICP. The number of shares in each such award is shown below. All restricted stock awards under the EICP vested prior to December 31, 1993. Name Shares B. M. Fox 1,807 W. B. Ellis 2,585 J. F. Opeka 1,349 R. E. Busch 1,090 J. P. Cagnetta 847 3. "All Other Compensation" consists of employer matching contributions under the Northeast Utilities Service Company Supplemental Retirement and Savings401(k) Plan, (401(k) Plan), generally available to all eligible employees. In 1993, the employer match for non-union employees was 100 percent of the first three percent of compensation contributed on a before-tax basis. 4.3. Awards under the short-term program of the EIP have typically been made by NU'sthe Committee on Organization, Compensation and Board Affairs in April each year. Based on preliminary estimates of corporate performance, and assuming that the individual performance levels of Messrs. Busch, Opeka Busch and CagnettaMacKenzie approximate those of other system officers, it is estimated that the five executive officers listed in the table above would receive the following awards: Mr. Fox - $180,780;$303,000; Mr. Ellis - $160,693;$127,000; Mr. Busch - $64,946;$165,000; Mr. Opeka - $64,946;$81,000; and Dr. CagnettaMr. MacKenzie - $43,828. 5.$108,000. 4. Mr. Fox served as President and Chief Operating Officer of CL&P, NAEC and WMECO and Vice Chairman and Chief Operating Officers of PSNH until July 1, 1993, when he became President and Chief Executive Officer of CL&P, NAEC and WMECO and Vice Chairman and Chief Executive Officer of PSNH.Officer. Mr. Ellis served as Chairman of the Board and Chief Executive Officer of these companies until July 1, 1993, when he became Chairman. Amounts listed in the "Long Term Incentive Program" columnChairman of the Summary Compensation TableBoard. 5. The titles for 1993 were receivedthese executive officers are listed by these individuals prior to their changecompany in responsibilities. $267,500"Item 10. Directors and Executive Officers of Mr. Ellis's 1993 salary was paid prior to July 1, 1993, while he was Chief Executive Officer, and $253,750 was paid after July 1, 1993. $217,500 of Mr. Fox's 1993 salary was paid prior to July 1, 1993, and $261,275 was paid after Mr. Fox became Chief Executive Officer on July 1, 1993. 96the Registrants." PENSION BENEFITS The following table shows the estimated annual retirement benefits payable to an executive officer of NU, CL&P, WMECO, PSNH and NAECNortheast 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 the "make-whole benefit" and 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 makes up for benefits lost through application of certain tax code limitations on the benefits that may be provided under the Retirement Plan, and is available to all officers. 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 NU Board of Trustees to participate in the target benefit and who remain in the employ of NUNortheast Utilities companies until at least age 60 (unless the NU Board of Trustees sets an earlier age). Each of the executive officers of NU, CL&P, WMECO, PSNH and NAECNortheast Utilities named in the summary compensation tableSummary Compensation Table above is currently eligible for a target benefit. If an executive officer were not eligible for a target benefit at the time of retirement, a lower level of retirement benefits would be paid. The benefits presented 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. Years of Credited Service Final Average ------------------------------------------------------ CompensationFINAL YEARS OF CREDITED SERVICE AVERAGE COMPENSATION 15 20 25 30 35 - ------------------ ------------------------------------------------------ $ 125,000 $ 45,000 $ 60,000 $ 75,000 $ 75,000 $ 75,000 $ 150,000 $ 54,000 $ 72,000 $ 90,000 $ 90,000 $ 90,000 $ 175,000 $ 63,000 $ 84,000 $105,000 $105,000 $105,000 $ 200,000 $ 72,000 $ 96,000$200,000 $72,000 $96,000 $120,000 $120,000 $120,000 $ 225,000 $ 81,000 $108,000 $135,000 $135,000 $135,000 $ 250,000 $ 90,000 $120,000 $150,000 $150,000 $150,000 $120,000 150,000 150,000 150,000 300,000 $108,000 $144,000 $180,000 $180,000 $180,000 $108,000 144,000 180,000 180,000 180,000 350,000 $126,000 $168,000 $210,000 $210,000 $210,000 $126,000 168,000 210,000 210,000 210,000 400,000 $144,000 $192,000 $240,000 $240,000 $240,000 $144,000 192,000 240,000 240,000 240,000 450,000 $162,000 $216,000 $270,000 $270,000 $270,000 $162,000 216,000 270,000 270,000 270,000 500,000 $180,000 $240,000 $300,000 $300,000 $300,000 $180,000 240,000 300,000 300,000 300,000 600,000 $216,000 $288,000 $360,000 $360,000 $360,000 $216,000 288,000 360,000 360,000 360,000 700,000 $252,000 $336,000 $420,000 $420,000 $420,000 $252,000 336,000 420,000 420,000 420,000 800,000 $288,000 $384,000 $480,000 $480,000 $480,000288,000 384,000 480,000 480,000 480,000 900,000 324,000 432,000 540,000 540,000 540,000 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 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. Compensation taken into account under the "target benefit" described above includes salary, bonus, restricted stock awards, and long-term incentive payouts shown in the Summary Compensation Table above, but does not include employer matching contributions under the Northeast Utilities Service Company Supplemental Retirement and Savings Plan (401(k))401(k) Plan. In the event that an officer's 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 NUNortheast Utilities and its subsidiaries under long term disability plans and policies. 97 As of December 31, 1993,1994, the five executive officers named in the Summary Compensation Table above had the following years of credited service for retirement compensation purposes: Mr. Fox - 29,30, Mr. Ellis - 17,18, Mr. Busch - 21, Mr. Opeka - 23,24, and Mr. BuschMacKenzie - 20 and Dr. Cagnetta - 21.29. Assuming that retirement were to occur at age 65 for these officers, retirement would occur with 43, 29, 38, 35 38 and 2541 years of credited service, respectively. NU hasIn 1992 Northeast Utilities entered into agreements with Messrs. Ellis and Fox to provide for an orderly managementChief Executive Officer succession. The agreement with Mr. Ellis calls for him to work with the NU Board of Trustees and Mr. Fox to effect the orderly transition of his responsibilities to Mr. Fox. In accordance with the agreement, Mr. Ellis stepped down as Chief Executive Officer of NU, CL&P, WMECO, PSNH and NAEC as of July 1, 1993. The agreement anticipates his retirement as of August 1, 1995. The agreement provides that, upon his retirement, Mr. Ellis will be entitled to receive from NUNortheast Utilities and its subsidiaries a target benefit under the Supplemental Plan. His target benefit will be based on the greater of his actual final average compensation or an amount determined as if his salary had increased each year since 1991 at a rate equal to the average rate of the increases of all other target benefit participants and as if he had received incentive awards each year based on this modified salary, but with the same performance as the Chief Executive Officer at the time. The agreement also provides specified death and disability benefits for the period before Mr. Ellis's 1995 retirement. The agreement with Mr. Fox states that if he is terminated as Chief Executive Officer without cause, he will be entitled to specified severance pay and benefits. Those benefits consist primarily of (i) two years' base pay, medical, dental and life insurance benefits, (ii) a supplemental retirement benefit equal to the difference between the target benefit he would be entitled to receive if he had reached the age of 55 on the termination date and the actual target benefit to which he is entitled as of the termination date, and (iii) a target benefit under the Supplemental Plan, notwithstanding that he might not have reached age 60 on the termination date and notwithstanding other forfeiture provisions of that plan. The agreement also provides specified death and disability benefits. The agreement terminates two years after NUNortheast Utilities gives Mr. Fox a notice of termination, but no earlier than the date he becomes 55. The agreements do not address the officers' normal compensation and benefits, which are to be determined by NU'sthe Committee on Organization, Compensation and Board Affairs and the NU Board of Trustees in accordance with their customary practices. ItemITEM 12. Security Ownership of Certain Beneficial Owners and ManagementSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT NU. Incorporated herein by reference are pages 56 through 1213 of the definitive proxy statement for solicitation of proxies by NU's Board of Trustees, dated April 1, 19943, 1995 and filed with the Commission pursuant to Rule 14a-6 under the Act. CL&P, PSNH, WMECO AND NAEC. NU owns 100% of the outstanding common stock of registrants CL&P, PSNH, WMECO and NAEC. As of February 28, 1994,1995, the Directors of CL&P, PSNH, WMECO and NAEC, beneficially owned the following number of shares of each class of equity securities of NU.NU listed below. No equity securities of CL&P, PSNH, WMECO or WMECONAEC are owned by the Directors and Executive Officers. 98Officers of their respective companies. CL&P, PSNH, WMECO, and NAEC DIRECTORS AND NAMED EXECUTIVE OFFICERS ------------------------------------------------------------------ Amount and Nature of Title Of Name of Beneficial Percent of Class Beneficial Owner Ownership (1) Class (2) -------- ---------------------- ----------- ---------- NU Common Robert G. Abair (3) (621) 4,271Abair(3) 5,323 shares NU Common Robert E. Busch (772) 6,054 shares NU Common John P. Cagnetta (4) (581) 3,979Busch(4) 7,301 shares NU Common John C. Collins (5) 0(6) 25 shares NU Common William B. Ellis (6) (1,259) 14,837(7) 10,360 shares NU Common Ted C. Feigenbaum(7) 151Feigenbaum(8) 299 shares NU Common Bernard M. Fox (8) (1,072) 17,428(9) 19,911 shares NU Common William T. Frain, Jr. 8851,108 shares NU Common Cheryl W. Grise (221) 1,3492,291 shares NU Common John B. Keane (9) (368) 1,146(4) 1,374 shares NU Common Francis L. Kinney (10) (303) 3,7812,415 shares NU Common Gerald Letendre (5) 0 shares NU Common Hugh C. MacKenzie (4)(11) (779) 4,277MacKenzie(11)(12) 5,902 shares NU Common Jane E. Newman (5) 0 shares NU Common Dale F. Nitzschke (5) 0 shares NU Common John W. Noyes (658) 2,7893,272 shares NU Common John F. Opeka (4)(12) (1,075) 16,463(11)(13) 18,271 shares NU Common Robert P. Wax (5) (651) 1,4361,963 shares Amount beneficially owned by Directors and Executive Officers as a group - CL&P (7,709) 77,25977,528 shares - PSNH (6,790) 69,29970,404 shares - WMECO (7,709) 77,25977,528 shares - NAEC (7,088) 73,13972,504 shares (1) Unless otherwise noted, each Director and Executive Officer of CL&P, PSNH, WMECO and NAEC has sole voting and investment power with respect to the listed shares. The numbers in parentheses reflect the number of shares owned by each Director and Executive Officer under the Northeast Utilities Service Company Supplemental Retirement and Savings Plan (401(k) Plan), as to which the Officer has no investment power. (2) As of February 28, 19941995 there were 134,208,461134,210,358 common shares of NU outstanding. The percentage of such shares beneficially owned by any Director or Executive Officer, or by all Directors and Executive Officers of CL&P, PSNH, WMECO and NAEC as a group, does not exceed one percent. (3) Mr. Abair is a Director of CL&P and WMECO only. (4) Mr.Messrs. Busch, Keane and Opeka are Directors of CL&P, WMECO and Dr. Cagnetta are not officers of PSNH, but each in his capacity as an officer (with the stated title) of NUSCO, an affiliate of PSNH, performs policy-making functions for PSNH.NAEC only. (5) Messrs. Collins, Letendre Nitzschke and Wax and Ms. Newman areDirectorsare Directors of PSNH only. (6) Mr. Collins shares voting and investment power with his wife for 25 shares. (7) Mr. Ellis shares voting and investment power with his wife for 1,1171,208 shares. (7)(8) Mr. Feigenbaum is a Director and an Executive Officer of NAEC only. 99 (8)(9) Mr. Fox shares voting and investment power with his wife for 3,031 of these shares. In addition, Mr. Fox's wife has sole voting and investment power for 140 shares, as to which Mr. Fox disclaims beneficial ownership. (9) Mr. Keane is a Director of CL&P, WMECO and NAEC only. (10) Mr. Kinney shares voting and investment power with his wife for 2,155525 shares. (11) Messrs. MacKenzie and Opeka are not officers of PSNH, but in their capacity as officers (with their stated titles) of NUSCO, an affiliate of PSNH, they perform policy-making functions for PSNH. (12) Mr. MacKenzie shares voting and investment power with his wife for 1,2591,361 shares. (12)(13) Mr. Opeka shares voting and investment power with his wife for 1,718 shares. ItemITEM 13. Certain Relationships and Related TransactionsCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS NU. Incorporated herein by reference is page 1415 of the definitive proxy statement for solicitation of proxies by NU's Board of Trustees, dated April 1, 19943, 1995 and filed with the Commission pursuant to Rule 14a-6 under the Act. CL&P, PSNH, WMECO andAND NAEC. No relationships or transactions that would be described in response to this item exist now or existed during 19931994 with respect to CL&P, PSNH, WMECO and NAEC.100 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1. Financial Statements: The Report of Independent Public Accountants and financial statements of NU, CL&P, PSNH, WMECO, and NAEC are hereby incorporated by reference and made a part of this report (see "Item 8. Financial Statements and Supplementary Data"). ReportsReport of Independent Public Accountants on Schedules S-1 ConsentsConsent of Independent Public Accountants S-3S-2 2. Schedules: Financial Statement Schedules for NU (Parent), NU and Subsidiaries, CL&P and Subsidiaries, PSNH WMECO, and NAECWMECO are listed in the Index to Financial Statement Schedules S-5S-3 3. Exhibits Index E-1 (b) Reports on Form 8-K: During the fourth quarter of 1993,1994, the companies filed Form 8-Ks dated December 2, 199331, 1994 disclosing the following: o On December 2, 1993, the Northeast Utilities system announced a reorganization of its corporate structure. o On December 3, 1993, NNECO was informed by the NRC that it was being assessed a civil penaltyThe primary reasons for lower composite nuclear capacity factors in response to repair activities at Millstone 2. In addition, the Form 8-K dated December 2, 1993 which was filed by PSNH also discussed the following: o On June 8, 1992, PSNH changed its independent public accountant. 1011994. NORTHEAST UTILITIES SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTHEAST UTILITIES ------------------- (Registrant) Date: March 18, 199423, 1995 By /s/William B. Ellis -------------- --------------------------- William B. Ellis Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature ---- ----- --------- March 18, 199423, 1995 Trustee and Chairman /s/William B. Ellis - -------------- of the Board ------------------------- William B. Ellis March 18, 199423, 1995 Trustee, President /s/Bernard M. Fox - -------------- and Chief Executive ------------------------- Officer Bernard M. Fox March 18, 199423, 1995 Executive Vice /s/Robert E. Busch - -------------- President and Chief ------------------------- Financial Officer Robert E. Busch March 18, 199423, 1995 Vice President and /s/John B. Keane - -------------- Treasurer ------------------------- John B. Keane March 18, 199423, 1995 Vice President and /s/John W. Noyes - -------------- Controller ------------------------- John W. Noyes102 NORTHEAST UTILITIES SIGNATURES (CONT'D) Date Title Signature ---- ----- --------- March 18, 199423, 1995 Trustee /s/Cotton Mather Cleveland - -------------- --------------------------- Cotton Mather Cleveland March 18, 199423, 1995 Trustee /s/George David - -------------- --------------------------- George David March 18, 199423, 1995 Trustee /s/Donald J. Donahue - -------------- --------------------------- Donald J. Donahue March 18, 199423, 1995 Trustee /s/Eugene D. Jones - -------------- --------------------------- Eugene D. Jones March 18, 199423, 1995 Trustee /s/Gaynor N. Kelley -------------- --------------------------- Gaynor N. Kelley March 23, 1995 Trustee /s/Elizabeth T. Kennan - -------------- --------------------------- Elizabeth T. Kennan March 23, 1995 Trustee -/s/Denham C. Lunt, Jr. -------------- --------------------------- Denham C. Lunt, Jr. March 18, 199423, 1995 Trustee /s/William J. Pape II - -------------- --------------------------- William J. Pape II March 18, 199423, 1995 Trustee /s/Robert E. Patricelli - -------------- --------------------------- Robert E. Patricelli NORTHEAST UTILITIES SIGNATURES (CONT'D) Date Title Signature ---- ----- --------- March 23, 1995 Trustee -/s/Norman C. Rasmussen -------------- --------------------------- Norman C. Rasmussen March 23, 1995 Trustee -/s/John F. Swope -------------- --------------------------- John F. Swope103 THE CONNECTICUT LIGHT AND POWER COMPANY SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE CONNECTICUT LIGHT AND POWER COMPANY --------------------------------------- (Registrant) Date: March 18, 199423, 1995 By /s/William B. Ellis -------------- --------------------- William B. Ellis Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature ---- ----- --------- March 18, 199423, 1995 Chairman and Director /s/William B. Ellis - -------------- -------------------------- William B. Ellis March 18, 199423, 1995 Vice Chairman and /s/Bernard M. Fox - -------------- Director -------------------------- Bernard M. Fox March 18, 199423, 1995 President and Director /s/Hugh C. MacKenzie - -------------- -------------------------- Hugh C. MacKenzie March 18, 199423, 1995 Executive Vice /s/Robert E. Busch - -------------- President, Chief -------------------------- Financial Officer Robert E. Busch and Director March 18, 199423, 1995 Vice President and /s/John W. Noyes - -------------- Controller -------------------------- John W. Noyes104 THE CONNECTICUT LIGHT AND POWER COMPANY SIGNATURES (CONT'D) Date Title Signature ---- ----- --------- - -------------------March 23, 1995 Director /s/Robert G. Abair -------------- -------------------------- Robert G. Abair March 18, 199423, 1995 Director /s/ John P. Cagnetta - ------------------- -------------------------- John P. Cagnetta March 18, 1994 Director /s/ William T. Frain, Jr. - --------------------------------- -------------------------- William T. Frain, Jr. March 18, 199423, 1995 Director /s/Cheryl W. Grise - ------------------- ------------------------------------- -------------------------- Cheryl W. Grise March 18, 199423, 1995 Director /s/John B. Keane - ------------------- ------------------------------------- -------------------------- John B. Keane March 18, 199423, 1995 Director /s/John F. Opeka - ------------------- ------------------------------------- -------------------------- John F. Opeka105 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE --------------------------------------- (Registrant) Date: March 18, 199423, 1995 By /s/William B. Ellis -------------- ------------------------- William B. Ellis Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature ---- ----- --------- March 18, 199423, 1995 Chairman and Director /s/William B. Ellis - -------------- -------------------------- William B. Ellis March 18, 199423, 1995 Vice Chairman, Chief /s/Bernard M. Fox - -------------- Executive Officer and -------------------------- Director Bernard M. Fox March 18, 199423, 1995 President, Chief /s/William T. Frain, Jr. - -------------- Operating Officer -------------------------- and Director William T. Frain, Jr. March 18, 199423, 1995 Executive Vice -------------- President and /s/Robert E. Busch - -------------- President, Chief Financial -------------------------- Financial Officer Robert E. Busch and Director March 18, 199423, 1995 Vice President and /s/John W. Noyes - -------------- Controller -------------------------- John W. Noyes106 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SIGNATURES (CONT'D) Date Title Signature ---- ----- --------- March 18, 199423, 1995 Director /s/John C. Collins - --------------------------------- -------------------------- John C. Collins March 18, 199423, 1995 Director /s/ Gerald Letendre - -------------------Cheryl W. Grise -------------- -------------------------- Cheryl W. Grise Director -------------- -------------------------- Gerald Letendre March 18, 199423, 1995 Director /s/Hugh C. MacKenzie - --------------------------------- -------------------------- Hugh C. MacKenzie March 18, 199423, 1995 Director /s/Jane E. Newman - --------------------------------- -------------------------- Jane E. Newman March 18, 199423, 1995 Director /s/ Dale S. Nitzschke - ------------------- -------------------------- Dale S. Nitzschke March 18, 1994 Director /s/ Robert P. Wax - --------------------------------- -------------------------- Robert P. Wax107 WESTERN MASSACHUSETTS ELECTRIC COMPANY SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WESTERN MASSACHUSETTS ELECTRIC COMPANY -------------------------------------- (Registrant) Date: March 18, 199423, 1995 By /s/William B. Ellis -------------- -------------------- William B. Ellis Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature ---- ----- --------- March 18, 199423, 1995 Chairman and Director /s/William B. Ellis - -------------- -------------------------- William B. Ellis March 18, 199423, 1995 Vice Chairman and /s/Bernard M. Fox - -------------- Director -------------------------- Bernard M. Fox March 18, 199423, 1995 President and Director /s/Hugh C. MacKenzie - -------------- -------------------------- Hugh C. MacKenzie March 18, 199423, 1995 Executive Vice /s/Robert E. Busch - -------------- President, Chief -------------------------- Financial Officer Robert E. Busch and Director March 18, 199423, 1995 Vice President and /s/John W. Noyes - -------------- Controller -------------------------- John W. Noyes108 WESTERN MASSACHUSETTS ELECTRIC COMPANY SIGNATURES (CONT'D) Date Title Signature ---- ----- --------- - -------------------March 23, 1995 Director /s/Robert G. Abair -------------- -------------------------- Robert G. Abair March 18, 199423, 1995 Director /s/ John P. Cagnetta - ------------------- -------------------------- John P. Cagnetta March 18, 1994 Director /s/ William T. Frain, Jr. - --------------------------------- -------------------------- William T. Frain, Jr. March 18, 199423, 1995 Director /s/Cheryl W. Grise - ------------------- ------------------------------------- -------------------------- Cheryl W. Grise March 18, 199423, 1995 Director /s/John B. Keane - ------------------- ------------------------------------- -------------------------- John B. Keane March 18, 199423, 1995 Director /s/John F. Opeka - ------------------- ------------------------------------- -------------------------- John F. Opeka109 NORTH ATLANTIC ENERGY CORPORATION SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTH ATLANTIC ENERGY CORPORATION --------------------------------- (Registrant) Date: March 18, 199423, 1995 By /s/William B. Ellis -------------- --------------------- William B. Ellis Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature ---- ----- --------- March 18, 199423, 1995 Chairman and Director /s/William B. Ellis - -------------- -------------------------- William B. Ellis March 18, 199423, 1995 Vice Chairman, Chief /s/Bernard M. Fox - -------------- Executive Officer and -------------------------- Director Bernard M. Fox March 18, 199423, 1995 President, Chief /s/Robert E. Busch - -------------- OperatingFinancial Officer -------------------------- and Director Robert E. Busch March 18, 199423, 1995 Vice President and /s/John W. Noyes - -------------- Controller -------------------------- John W. Noyes110 NORTH ATLANTIC ENERGY CORPORATION SIGNATURES (CONT'D) Date Title Signature ---- ----- --------- March 18, 1994 Director23, 1995 /s/ John P. Cagnetta - -------------- -------------------------- John P. Cagnetta -Ted C. Feigenbaum -------------- Director -------------------------- Ted C. Feigenbaum March 18, 199423, 1995 Director /s/William T. Frain.Frain, Jr. - -------------- -------------------------- William T. Frain, Jr. March 18, 199423, 1995 Director /s/Cheryl W. Grise - -------------- -------------------------- Cheryl W. Grise March 18, 199423, 1995 Director /s/John B. Keane - -------------- -------------------------- John B. Keane March 18, 199423, 1995 Director /s/Hugh C. MacKenzie - -------------- -------------------------- Hugh C. MacKenzie March 18, 199423, 1995 Director /s/John F. Opeka - -------------- -------------------------- John F. Opeka111 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES We have audited in accordance with generally accepted auditing standards, the financial statements included in Northeast Utilities' annual report to shareholders and The Connecticut Light and Power Company's, Western Massachusetts Electric Company's, North Atlantic Energy Corporation's, and Public Service Company of New Hampshire's annual reports, incorporated by reference in this Form 10-K, and have issued our reports thereon dated February 18, 1994.17, 1995. Our reports on the financial statements include an explanatory paragraph with respect to the change in methods of accounting for property taxes, postretirement benefits other than pensions, income taxes, and employee stock ownership plans, asif applicable to each company, as explaineddescribed in Note 1notes to the related company's financial statements. Our audits were made for the purpose of forming an opinion on each company's statements taken as a whole. The schedules listed in the accompanying index to financial statement schedules are the responsibility of each company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of each company's basic financial statements. TheThese schedules have been subjected to the auditing procedures applied in the audits of each company's basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to each company's basic financial statements taken as a whole. /s/ ARTHUR ANDERSEN & CO.LLP ARTHUR ANDERSEN & CO.LLP Hartford, Connecticut February 18, 1994 S-1 INDEPENDENT AUDITORS' REPORT ON SCHEDULES The Board of Directors Public Service Company of New Hampshire: Under date of February 7, 1992, we reported on the balance sheet and statement of capitalization of Public Service Company of New Hampshire as of December 31, 1991 (not presented in the 1993 annual report to stockholders) and the related statements of income, cash flows and common stock equity for the periods January 1, 1991 to May 15, 1991 and May 16, 1991 to December 31, 1991, as contained in the annual report to stockholders of Public Service Company for the year 1993. These financial statements and our report thereon are incorporated by reference herein. In connection with our audits of the aforementioned financial statements, we have also audited the related financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Company's management. Our responsiblity is to express an opinion on these financial statement schedules based on our audit. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /s/ KPMG Peat Marwick KPMG Peat Marwick Boston, Massachusetts February 7, 1992 S-217, 1995 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our reports in this Form 10-K, into previously filed Registration Statement No. 33-13444, No. 33-46291 , No. 33-59430, and No. 33-5085333-55279 of The Connecticut Light and Power Company, No. 33-34886,33-56537 of CL&P Capital, LP, No. 33-51185 and No. 33-25619 of Western Massachusetts Electric Company, and No. 33-34622, No. 33-44814, and No. 33-40156 of Northeast Utilities. /s/ ARTHUR ANDERSEN & CO.LLP ARTHUR ANDERSEN & CO.LLP Hartford, Connecticut March 18, 1994 S-3 INDEPENDENT AUDITORS' CONSENT The Board of Directors Public Service Company of New Hampshire: We consent to the use of our reports included or incorporated by reference herein. /s/ KPMG Peat Marwick KPMG Peat Marwick Boston, Massaschusetts March 18, 1994 S-410, 1995 INDEX TO FINANCIAL STATEMENT SCHEDULES Schedule Page - -------- ---- III.I. Financial Information of Registrant: Northeast Utilities (Parent) Balance Sheets 1994 and 1993 and 1992 S-7S-4 Northeast Utilities (Parent) Statements of Income 1994, 1993, and 1992 and 1991 S-8S-5 Northeast Utilities (Parent) Statements of Cash Flows 1994, 1993, and 1992 S-6 II. Valuation and 1991 S-9 V. Utility PlantQualifying Accounts and Reserves 1994, 1993, 1992, and 1991:1992: Northeast Utilities and Subsidiaries S-10S-7 -- S-12S-9 The Connecticut Light and Power Company S-13and Subsidiaries S-10 -- S-15S-12 Public Service Company of New Hampshire S-16S-13 -- S-20S-16 Western Massachusetts Electric Company S-21S-17 -- S-23 North Atlantic Energy Corporation S-24 -- S-25 V. Nuclear Fuel 1993, 1992, and 1991: Northeast Utilities and Subsidiaries S-26 -- S-28 The Connecticut Light and Power Company S-29 -- S-31 Public Service Company of New Hampshire S-32 -- S-36 Western Massachusetts Electric Company S-37 -- S-39 North Atlantic Energy Corporation S-40 -- S-41 VI. Accumulated Provision for Depreciation of Utility Plant 1993, 1992, and 1991: Northeast Utilities and Subsidiaries S-42 -- S-44 The Connecticut Light and Power Company S-45 Public Service Company of New Hampshire S-46 -- S-48 Western Massachusetts Electric Company S-49 North Atlantic Energy Corporation S-50 VIII. Valuation and Qualifying Accounts and Reserves 1993, 1992, and 1991: Northeast Utilities and Subsidiaries S-51 -- S-53 The Connecticut Light and Power Company S-54 -- S-56 Public Service Company of New Hampshire S-57 -- S-61 Western Massachusetts Electric Company S-62 -- S-64 S-5 Schedule Page - -------- ---- IX. Short-Term Borrowings 1993, 1992, and 1991: Northeast Utilities and Subsidiaries S-65 The Connecticut Light and Power Company S-66 Public Service Company of New Hampshire S-67 Western Massachusetts Electric Company S-68 North Atlantic Energy Corporation S-69 X. Supplementary Income Statement Information 1993, 1992, and 1991: Northeast Utilities and Subsidiaries S-70 The Connecticut Light and Power Company S-71 Public Service Company of New Hampshire S-72 Western Massachusetts Electric Company S-73 North Atlantic Energy Corporation S-74S-19 All other schedules of the companies' for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted. S-6 SCHEDULE IIII NORTHEAST UTILITIES (PARENT) ---------------------------- FINANCIAL INFORMATION OF REGISTRANT ----------------------------------- BALANCE SHEETS -------------- AT DECEMBER 31, 19931994 AND 1992 ------------------------------1993 (Thousands of Dollars)
1994 1993 1992 ---------- ---------- ASSETS - ------ Other Property and Investments: Investments in subsidiary companies, at equity............................................... $2,625,228 $2,505,950 $2,428,669 Investments in transmission companies, at equity...... 26,106 26,535 27,655 Other, at cost........................................ 636 1,710 1,742 ----------- ----------- 2,651,970 2,534,195 2,458,066 ----------- ----------- Current Assets: Cash and special deposits.............................Cash.................................................. 42 72 73 Notes receivable from affiliated companies............ 1,975 19,625 52,600 Taxes receivable...................................... - 485 - Receivables from affiliated companies................. 2,598 32,638 7,626 Prepayments........................................... 228 73 11 ----------- ----------- 4,843 52,893 60,310 ----------- ----------- Deferred Charges: Accumulated deferred income taxes..................... 7,749 5,859 2,660 Unamortized debt expense.............................. 31 45 50 Other................................................. 26 42 165 ----------- ----------- 7,806 5,946 2,875 ----------- ----------- Total Assets..................................... $2,664,619 $2,593,034 $2,521,251 =========== =========== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common Shareholders' Equity: Common shares, $5 par value--Authorized 225,000,000 shares; 134,210,226 shares issued and 124,962,981 shares outstanding in 1994 and 134,207,025 shares issued and 124,326,836 shares outstanding in 1993 and 133,862,919 shares issued and outstanding in 1992...1993..................... $ 671,035671,051 $ 669,315671,035 Capital surplus, paid in.............................. 904,371 901,740 897,317 Deferred benefit plan--employee stock ownership plan.. (213,324) (228,205) (240,399) Retained earnings..................................... 946,988 879,518 847,744 ----------- ----------- Total common shareholders' equity................... 2,309,086 2,224,088 2,173,977 Long-term debt........................................ 224,000 236,000 245,000 ----------- ----------- Total capitalization................................ 2,533,086 2,460,088 2,418,977 ----------- ----------- Current Liabilities: Notes payable to banks................................ 104,000 72,500 70,500 Long-term debt and preferred stock--current portion... 12,000 9,000 5,000 Accounts payable...................................... 962 5,048 6,107 Accounts payable to affiliated companies.............. 2,944 42,459 14,334 Accrued taxes......................................... 7,454 - 2,283 Accrued interest...................................... 3,623 3,311 3,491 Other................................................. 1317 13 ----------- ----------- 131,000 132,331 101,728 ----------- ----------- Other Deferred Credits.................................. 533 615 546 ----------- ----------- Total Capitalization and Liabilities $2,664,619 $2,593,034 $2,521,251 =========== ===========
S-7 SCHEDULE IIII NORTHEAST UTILITIES (PARENT) ---------------------------- FINANCIAL INFORMATION OF REGISTRANT ----------------------------------- STATEMENTS OF INCOME -------------------- YEARS ENDED DECEMBER 31, 1994, 1993, 1992, AND 1991 ---------------------------------------------1992 (Thousands of Dollars Except Share Information)
1994 1993 1992 1991 ------------- ------------- ------------- Operating Revenues............... $ - $ - $ - ------------- ------------- ------------- Operating Expenses: Other.......................... 13,114 2,677 (22,915) 3,128 Federal income taxes........... (10,736) (7,564) 12,736 (2,231) ------------- ------------- ------------- Total operating epenses.......expenses...... 2,378 (4,887) (10,179) 897 ------------- ------------- ------------- Operating Income (Loss).......... (2,378) 4,887 10,179 (897) ------------- ------------- ------------- Other Income: Equity in earnings of subsidiaries.................. 309,769 263,725 238,624 234,552 Equity in earnings of transmission companies........ 3,418 3,736 4,141 4,229 Other, net..................... 679 1,302 6,439 1,959 ------------- ------------- ------------- Other income, net............ 313,866 268,763 249,204 240,740 ------------- ------------- ------------- Income before interest charges..................... 311,488 273,650 259,383 239,843 ------------- ------------- ------------- Interest Charges................. 24,614 23,697 3,329 3,134 ------------- ------------- ------------- Net Income ...................... 286,874 249,953 256,054 236,709 Tax benefit of Employee Stock Ownership Plan dividends........ - - 7,348 - ------------- ------------- ------------- Earnings For Common Shares....... $ 286,874 $ 249,953 $ 263,402 $ 236,709 ============= ============= ============= Earnings Per Common Share........ $ 2.022.30 $ 2.02 $ 2.122.02 ============= ============= ============= Common Shares Outstanding (average)....................... 124,678,192 123,947,631 130,403,488 111,453,550 ============= ============= =============
S-8 SCHEDULE IIII NORTHEAST UTILITIES (PARENT) FINANCIAL INFORMATION OF REGISTRANT STATEMENTSSTATEMENT OF CASH FLOWS YEARS ENDED DECEMBER 31, 1994, 1993, 1992 AND 1991 (Thousands of Dollars)
1994 1993 1992 1991-------------- -------------- -------------- CASH FLOWS FROM OPERATIONS:Cash Flows From Operating Activities: Net income . . . . . . . . . . . . . .$ 286,874 $ 249,953 $ 256,054 $ 236,709 Adjusted for the following:Adjustments to reconcile to net cash from operating activities: Equity in earnings of subsidiary companies . . . . . . . . . . . . .(309,769) (263,725) (238,624) (234,552) Cash dividends received from subsidiary companies. . . . . . . .companies 201,403 191,297 196,267 207,319 Deferred income taxes. . . . . . . .taxes (1,890) (3,199) 7,382 (2,232) Other sources of cash. . . . . . . .cash 3,007 197 19,244 4,332 Other uses of cash . . . . . . . . .(169) (3,915) (1,346) (4,292)(5,943) Changes in working capital: Accounts receivable. . . . . . . . 7,963 165,021 (174,631)Receivables and accrued utility revenues 30,525 (25,012) 34,621 Accounts payable . . . . . . . . .(43,601) 27,066 (4,528) 19,392 Other working capital (excludes cash) . . . . . . . . .7,615 (3,010) (4,203) 1,776 -------- --------- ---------------------- -------------- -------------- Net cash flows from operations. . . . 202,627 395,267 53,821 -------- --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Common shares. . . . . . . . . . . .operating activities 173,995 169,652 260,270 -------------- -------------- -------------- Cash Flows From Financing Activities: Issuance of common shares 14,551 22,252 271,128 42,420 Long-termIssuance of long-term debt . . . . . . . . . . . (5,000)- - 75,000 175,000 Financing expenses . . . . . . . . . - (4,597) - Net increase (decrease) in short-term debt. . . . . . . . . .debt 31,500 2,000 70,500 (67,000)Reacquisitions and retirements of long-term debt (9,000) (5,000) - Cash dividends paid on common shares. . . . . . . . . . . . . . .shares (219,317) (218,179) (229,074) (195,056) -------- -------- ---------------------- -------------- -------------- Net cash flows from (used for) from financing activities. . . . . . . . . . . . . .activities (182,266) (198,927) 182,957 (44,636) -------- -------- -------- INVESTMENT ACTIVITIES: Investments187,554 -------------- -------------- -------------- Investment Activities: NU System Money Pool 17,650 32,975 130,400 Investment in subsidiaries. . . . .subsidiaries (10,912) (4,853) (592,715) (2,601) Other at cost. . . . . . . . . . .investment activities, net 1,503 1,152 (83) - -------- -------- ---------------------- -------------- -------------- Net cash flows used for investment activities. . . . . . . . . . . . . (3,701) (592,798) (2,601) -------- -------- -------- NET INCREASE IN CASH (DECREASE): Forinvestments 8,241 29,274 (462,398) -------------- -------------- -------------- Net increase (decrease) in cash for the Period . . . . . . . . . . .period (30) (1) (14,574) 6,584 Cash - beginning of period . . . . . .72 73 14,647 8,063 -------- -------- ---------------------- -------------- -------------- Cash - end of period . . . . . . . . .$ 42 $ 72 $ 73 $ 14,647 ======== ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION:============== ============== ============== Supplemental Cash Flow Information Cash paid (received) during the year for interest . . . . . . . . . . . . .for: Interest, net of amounts capitalized during construction $ 24,235 $ 23,808 $ (11,419) ============== ============== ============== Income taxes (refund) $ 2,118 ======== ======== ======== Income tax refund . . . . . . . . . . .(16,786) $ - $ (4,277) $ - ======== ======== ====================== ============== ==============
S-9 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLESII VALUATION AND EXCLUDING NUCLEAR FUEL)QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1993 (THOUSANDS OF DOLLARS)
- -------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct) at close Classification of period at Cost Retirements describe of period - -------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $ 8,945,429 $ 231,332 $ 59,917 $ (2,768) $ 9,114,133 (8) 65 Other 132,537 7,054 1,273 (1,185) 146,011 184 8,694 Construction Work in Progress Electric 140,967 37,326 - (603) 177,690 Other 23,407 7,647 - (184) 30,394 (476) Utility Plant Held for Future Use Electric 5,876 - - (725) 5,151 Other 218 - - - 218 ----------- ---------- ---------- ---------- ----------- TOTAL $ 9,248,434 $ 283,359 $ 61,190 $ 2,994 $ 9,473,597 =========== ========== ========== ========== =========== Amortization of capital leases charged to expense and construction overheads. Adjust COE additions. Correction of prior retirements. Transfers between Utility Plant in Service and Constructin Work in Progress. Transfer of land associated with two cancelled qualifying cogeneration facilities to deferred debits. Transfer between Utility Plant in Service and Miscellaneous Balance Sheet Accounts. Transfer between Construction Work in Progress and Miscellaneous Balance Sheet accounts.
S-10 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) YEAR ENDED DECEMBER 31, 1992 (THOUSANDS OF DOLLARS)
- ---------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct) at close Classification of period at Cost Retirements describe of period - ---------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $6,898,392 $ 334,367 $ 120,319 $ 1,837,120 $ 8,945,429 (1,198) (2,137) (796) Other 103,561 27,781 2 (740) 132,537 1,937 Construction Work in Progress Electric 164,264 (34,196) - 9,522 140,967 774 603 Other 36,579 (11,204) - (1,968) 23,407 Utility Plant Held for Future Use Electric 527 662 - 4,687 5,876 Other 218 - - - 218 ---------- ----------- ----------- ----------- ----------- TOTAL $7,203,541 $ 317,410 $ 120,321 $ 1,847,804 $ 9,248,434 ========== =========== =========== =========== =========== Plant assets - Public Service Company of New Hampshire acquisition. Sale of plant assets. Amortization of capital leases charged to expense and construction overheads. Transfers between Utility Plant in Service and Construction Work in Progress. Transfers between Construction Work in Progress and Miscellaneous Balance Sheet accounts.
S-11 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) YEAR ENDED DECEMBER 31, 1991 (THOUSANDS OF DOLLARS)
- ------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct) at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $ 6,752,985 $ 226,378 $ 79,159 $ (1,914) $ 6,898,392 18 161 (77) Other 100,634 5,846 4,279 (1,685) 103,561 3,052 (7) Construction Work in Progress Electric 163,561 732 - (18) 164,264 (11) Other 20,990 17,526 - (3,052) 36,579 1,115 Utility Plant Held for Future Use Electric 527 - - - 527 Other 218 - - - 218 ----------- ---------- ---------- ----------- ----------- TOTAL $ 7,038,915 $ 250,482 $ 83,438 $ (2,418) $ 7,203,541 =========== ========== ========== =========== =========== Amortization of capital leases charged to expense and construction overheads. Transfer between Utility Plant in Service and Construction Work in Progress. Transfer between Utility Plant in Service and Accumulated Provision for Depreciation. Transfer between Utility Plant in Service and Miscellaneous Balance Sheet Accounts. Transfer between Construction Work in Progress and Miscellaneous Balance Sheet Accounts.
S-12 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) YEAR ENDED DECEMBER 31, 19931994 (Thousands of Dollars)
- -------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - -------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $ 5,821,900 $ 138,104 $ 23,451 $ (367) $ 5,936,186 Construction Work in Progress Electric 110,081 11,096 - - 121,177 Utility Plant Held for Future Use Electric 883 - - (725) 158 ----------- ---------- ---------- ---------- ----------- TOTAL $ 5,932,864 $ 149,200 $ 23,451 $ (1,092) $ 6,057,521 =========== ========== ========== ========== =========== Amortization of capital leases charged to expense and construction overheads. Transfer of land associated with two cancelled qualifying cogeneration facilities to deferred debits.
S-13 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) YEAR ENDED DECEMBER 31, 1992 (THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct) at close Classification of period at Cost Retirements describe of period - --------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $ 5,660,946 $ 249,042 $ 87,127 $ (333) $ 5,821,900 (628) Construction Work in Progress Electric 131,600 (22,147) - 628 110,081 Utility Plant Held for Future Use Electric 159 724 - - 883 ----------- ---------- ---------- ---------- ------------- TOTAL $ 5,792,705 $ 227,619 $ 87,127 $ (333) $ 5,932,864 =========== ========== ========== ========== ============= Amortization of capital leases charged to expense and construction overheads. Transfer between Utility Plant in Service and Construction Work in Progress.
S-14 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) YEAR ENDED DECEMBER 31, 1991 (THOUSANDS OF DOLLARS)
- -------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - -------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $ 5,534,947 $ 191,364 $ 65,147 $ (287) $ 5,660,946 19 160 (110) Construction Work in Progress Electric 132,006 (387) - (19) 131,600 Utility Plant Held for Future Use Electric 159 - - - 159 ----------- ---------- ---------- ----------- ----------- TOTAL $ 5,667,112 $ 190,977 $ 65,147 $ (237) $ 5,792,705 =========== ========== ========== =========== =========== Amortization of capital leases charged to expense and construction overheads. Transfer between Utility Plant in Service and Construction Work in Progress. Transfer between Utility Plant in Service and Accumulated Provision for Depreciation. Transfer between Utility Plant in Service and Miscellaneous Balance Sheet accounts.
S-15 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - ------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $1,883,035 $ 120,494 $ 27,770 $ (398) $ 1,975,426 65 Construction Work in Progress Electric 4,363 4,210 - - 8,573 Utility Plant Held for Future Use Electric 4,624 - - - 4,624 --------- --------- --------- --------- ----------- TOTAL $1,892,022 $ 124,704 $ 27,770 $ (333) $ 1,988,623 ========= ========= ========= ========= =========== Amortization of capital leases charged to expense and construction overheads. Correction of Prior Retirements.
S-16 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) FOR THE PERIOD JUNE 5, 1992 THROUGH DECEMBER 31, 1992 (Thousands of Dollars)
- -------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - -------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $ 1,784,431 $ 56,506 $ 6,649 $ (701,336) $ 1,883,035 (188) 760,425 (10,154) Construction Work in Progress Electric 9,522 (3,597) - (1,562) 4,363 Utility Plant Held for Future Use Electric 4,686 (62) - - 4,624 ----------- ---------- ---------- ---------- ------------ TOTAL $ 1,798,639 $ 52,847 $ 6,649 $ 47,185 $ 1,892,022 =========== ========== ========== ========== ============ Public Service Company of New Hampshire was acquired by Northeast Utilities on June 5, 1992. Transferred to North Atlantic Energy Corporation. Seabrook Power Contract. Amortization of Seabrook Power Contract charged to expense. Transferred to North Atlantic Energy Service Corporation.
S-17 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) FOR THE PERIOD JANUARY 1, 1992 THROUGH JUNE 4, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - ------------------------------------------------------------------------------------------------------ Utility Plant in Service Electric $ 1,764,828 $ 23,430 $ 3,827 $ - $ 1,784,431 Construction Work in Progress Electric 7,697 1,825 - - 9,522 Utility Plant Held for Future Use Electric 4,686 - - - 4,686 ----------- ---------- ---------- ---------- ----------- TOTAL $ 1,777,211 $ 25,255 $ 3,827 $ - $ 1,798,639 =========== ========== ========== ========== ===========
S-18 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL) FOR THE PERIOD MAY 16, 1991 THROUGH DECEMBER 31, 1991 (Thousands of Dollars)
- ----------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column FAdditions ---------------------- (1) (2) Charged to Balance at Other changeCharged to other Balance beginning Additions add (deduct)costs and accounts- Deductions- at close Classificationend Description of period at Cost Retirements expenses describe describe of Period - -----------------------------------------------------------------------------------------------------period ------------------------------------------------------------------------------------------------------- Utility Plant in Service ElectricRESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 1,745,49314,629 $ 31,251 $ 11,91623,194 $ - $ 1,764,828 Construction Work in Progress Electric 16,514 (8,817) - - 7,697 Utility Plant Held for Future Use Electric 4,253 433 - - 4,686 ----------- ---------- ---------- ---------- ----------- TOTAL20,997 (a) $ 1,766,260 $ 22,867 $ 11,916 $ - $ 1,777,211 =========== ========== ========== ========== =========== Public Service Company of New Hampshire was reorganized on May 16, 1991.
S-19 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL FOR THE PERIOD JANUARY 1, 1991 THROUGH MAY 15, 1991 (Thousands of Dollars)
- -------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - -------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $2,489,492 $ 9,931 $ 1,942 $ - $ 2,497,481 Construction Work in Progress Electric 6,764 11,116 - - 17,880 Utility Plant Held for Future Use Electric 4,254 - - (1) 4,253 --------- --------- --------- ------- ----------- TOTAL $2,500,510 $ 21,047 $ 1,942 $ (1) $ 2,519,614 ========== ========= ========= ======= =========== Reserve associated with plant held for future use.
S-20 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ---------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - ---------------------------------------------------------------------------------------------- Utility Plant in Service Electric $1,157,792 $ 29,574 $ 4,314 $ (10) $ 1,183,042 Construction Work in Progress 18,522 5,268 - - 23,790 Utility Plant Held for Future Use Electric 368 - - - 368 ---------- --------- --------- ---------- ----------- TOTAL $1,176,682 $ 34,842 $ 4,314 $ (10) $ 1,207,200 ========== ========= ========= ========== =========== Amortization of capital leases charged to expense and construction overheads.
S-21 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
- --------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - -------------------------------------------------------------------------------------------------- Utility Plant in Service Electric $1,128,710 $ 55,282 $ 26,023 $ (10) $ 1,157,792 (167) Construction Work in Progress Electric 27,094 (8,717) - 145 18,522 Utility Plant Held for Future Use Electric 368 - - - 368 ---------- --------- --------- --------- ----------- TOTAL $1,156,172 $ 46,565 $ 26,023 $ (32) $ 1,176,682 ========== ========= ========= ========= =========== Amortization of capital leases charged to expense and construction overheads. Transfer between Utility Plant in Service and Construction Work in Progress.
S-22 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR YEAR ENDED DECEMBER 31, 1991 (Thousands of Dollars)
- --------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - --------------------------------------------------------------------------------------------- Utility Plant in Service Electric $1,110,711 $ 31,777 $ 13,802 $ (9) $ 1,128,710 33 Construction Work in Progress Electric 26,091 1,003 - - 27,094 Utility Plant Held for Future Use Electric 368 - - - 368 ---------- --------- --------- ------ ----------- TOTAL $1,137,170 $ 32,780 $ 13,802 $ 24 $ 1,156,172 ========== ========= ========= ====== =========== Amortization of capital leases charged to expense and construction overheads. Transfer between Utility Plant in Service and Amortiable Property Investment.
S-23 NORTH ATLANTIC ENERGY CORPORATION SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUE YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- -------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - -------------------------------------------------------------------------------------------- Utility Plant in Service Electric $ 756,806 $ 3,964 $ 2,600 $ - $ 758,170 Construction Work in Progress Electric 4,775 2,843 - - 7,618 --------- --------- --------- --------- ----------- TOTAL $ 761,581 $ 6,807 $ 2,600 $ - $ 765,78816,826 ========= ========= ========= ========= ===========
S-24 NORTH ATLANTIC ENERGY CORPORATION SCHEDULE V UTILITY PLANT (INCLUDING INTANGIBLES AND EXCLUDING NUCLEAR FUEL FOR THE PERIOD JUNE 5, 1992 THROUGH DECEMBER 31, 1992 (Thousands of Dollars)
- ---------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of Period - ---------------------------------------------------------------------------------------------- Utility Plant in Service Electric========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (b) $ 15,719 $ 8,437 $ - $ 3,1386,433 (c) $ 168 $ 701,336 $ 756,806 52,500 Construction Work in Progress Electric - 3,213 - 1,562 4,775 --------- --------- --------- --------- ----------- TOTAL $ - $ 6,351 $ 168 $ 755,398 $ 761,58117,723 ========= ========= ========= ========= =========== North Atlantic Energy Corporation began operations on June 5, 1992. Acquired from Public Service Company========= Medical insurance (d) $ 8,657 $ (2,365)(e)$ - $ - $ 6,292 ========= ========= ========= ========= ========= (a) Amounts written off, net of New Hampshire. Chargedrecoveries. (b) Provided to other balance sheet accounts.cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. (c) Principally payments for various injuries and damages and expenses in connection therewith. (d) Provided to cover claims for employee medical insurance. (e) Reflects change in medical insurance programs.
S-25 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- -------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at cost Retirements describe of period - -------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment, and fabrication and nuclear fuel materials and assemblies - stock account $ 2,041 $ 67,245 $ - $ (36,818)$ 32,468 Nuclear fuel assemblies in reactor 26,210 - - 669 26,879 Spent nuclear fuel 698,721 - - 93,975 792,696 Accumulated provision for amortization of nuclear fuel assemblies (709,450) - - (92,949) (806,066) (7,550) 3,883 Leased nuclear fuel 202,730 13,103 - 35,123 172,074 (78,882) ------------ --------- ----------- --------- ----------- TOTAL $ 220,252 $ 80,348 $ - $ (82,549) $ 218,051 ============ ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Transfer to deferred credits.
S-26 NORTHEAST UTILITIES AND SUBSIDIARIES NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
- --------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at cost Retirements describe of period - --------------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment, and fabrication and nuclear fuel materials and and assemblies - stock account $ 7,705 $ 14,086 $ - 13,248 $ 2,041 (33,059) 61 Nuclear fuel assemblies in reactor 11,065 - - 4,431 26,210 10,714 Spent nuclear fuel 689,025 - - 4,935 698,721 4,761 Accumulated provision for amortization of nuclear fuel assemblies (693,797) - - (6,941) (709,450) (3,883) (4,829) Leased nuclear fuel 222,172 20,589 - 17,584 202,730 (57,615) ------------ --------- ----------- --------- ----------- TOTAL $ 236,170 $ 34,675 - $(50,593) $ 220,252 ============ ========= =========== ========= =========== Public Service Company of New Hampshire acquisition. Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Transfer between miscellaneous balance sheet accounts. Department of energy credits.
S-27 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment, and fabrication and nuclear fuel materials and assemblies - stock account $ 3,876 $ 19,510 $ - $ (15,681)$ 7,705 Nuclear fuel assemblies in reactor 5,033 - - 6,032 11,065 Spent nuclear fuel 588,337 - - 100,688 689,025 Accumulated provision for amortization of nuclear fuel assemblies (584,461) - - (105,452) (693,797) (4,937) 1,053 Leased nuclear fuel 247,036 3,743 - 14,413 222,172 (43,020) ------------ --------- ----------- --------- ----------- TOTAL $ 259,821 $ 23,253 $ - $ (46,904) $ 236,170 ============ ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Insurance settlement.
S-28 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment and fabrication and nuclear fuel materials and assemblies - stock account $ 993 $ 42,107 $ - $ (28,820)$ 14,280 Nuclear fuel assemblies in reactor 9,470 - - 910 10,380 Spent nuclear fuel 563,628 - - 74,803 638,431 Accumulated provision for amortization of nuclear fuel assemblies (570,598) - - (75,342) (645,701) 3,029 (2,790) Leased nuclear fuel 164,323 11,691 - 28,449 139,488 (64,975) ------------ --------- ----------- --------- ----------- TOTAL $ 167,816 53,798 - (64,736) 156,878 ============ ========= =========== ========= =========== Transferred between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Transfer to deferred credits.
S-29 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment and fabrication and nuclear fuel materials and assemblies - stock account $ 7,089 $ 11,131 $ - $ (17,227)$ 993 Nuclear fuel assemblies in reactor 11,273 - - (1,803) 9,470 Spent nuclear fuel 558,868 - - 4,760 563,628 Accumulated provision for amortization of nuclear fuel assemblies (563,752) - - (3,029) (570,598) (3,817) Leased nuclear fuel 180,086 16,678 - 14,270 164,323 (46,711) ------------ --------- ----------- --------- ----------- TOTAL $ 193,564 $ 27,809 $ - $ (53,557) $ 167,816 ============ ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Department of Energy Credits.
S-30 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment and fabrication and nuclear fuel materials and assemblies - stock account $ 5,183 $ 15,110 $ - $ (13,204)$ 7,089 Nuclear fuel assemblies in reactor 6,481 - - 4,792 11,273 Spent nuclear fuel 476,656 - - 82,212 558,868 Accumulated provision for amortizatiion of nuclear fuel assemblies (474,171) - - (85,478) (563,752) (4,956) 853 Leased nuclear fuel 200,238 3,034 - 11,678 180,086 (34,864) ------------ --------- ----------- --------- ----------- TOTAL $ 214,387 $ 18,144 $ - $ (38,967) $ 193,564 ============ ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Insurance settlement.
S-31 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 668 $ 614 $ - $ (1,261)$ 21 Nuclear fuel assemblies in reactor 4,162 - - (512) 3,650 Spent nuclear fuel 4,936 - - 1,773 6,709 Accumulated provision for amortization of nuclear fuel assemblies (7,429) - - 149 (8,273) (993) ------------ --------- ----------- --------- ----------- TOTAL $ 2,337 $ 614 $ - $ (844) $ 2,107 ============ ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense.
S-32 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V NUCLEAR FUEL FOR THE PERIOD JUNE 5, 1992 THROUGH DECEMER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 13,248 $ 552 $ - $ (13,132)$ 668 Nuclear fuel assemblies in reactor 4,431 - - (269) 4,162 Spent nuclear fuel 4,936 - - - 4,936 Accumulated provision for amortization of nuclear fuel assemblies (6,941) - - 82 (7,429) (570) ------------ --------- ----------- --------- ----------- TOTAL $ 15,674 $ 552 $ - $ (13,889) $ 2,337 ============ ========= =========== ========= =========== Public Service Company of New Hampshire was acquired by Northeast Utilities on June 5, 1992. Transfers to North Atlantic Energy Corporation. Amortization of nuclear fuel assemblies charged to expense.
S-33 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V NUCLEAR FUEL FOR THE PERIOD JANUARY 1, 1992 THROUGH JUNE 4, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 2,859 $ 9,990 $ - $ 399 $ 13,248 Nuclear fuel assemblies in reactor 4,431 - - - 4,431 Spent nuclear fuel 4,936 - - - 4,936 Accumulated provision for amortization of nuclear fuel assemblies (6,543) - - (398) (6,941) ------------ --------- ----------- --------- ----------- TOTAL $ 5,683 $ 9,990 $ - $ 1 $ 15,674 ============ ========= =========== ========= =========== Miscellaneous transfers.
S-34 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V NUCLEAR FUEL FOR THE PERIOD MAY 16, 1991 THROUGH DECEMBER 31, 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 207 $ 3,125 $ - $ (473)$ 2,859 Nuclear fuel assemblies in reactor 5,586 - - 473 4,431 (1,628) Spent nuclear fuel 3,308 - - 1,628 4,936 Accumulated provision for amortization of nuclear fuel assemblies (6,299) - - (244) (6,543) ------------ --------- ----------- --------- ----------- TOTAL $ 2,802 $ 3,125 $ - $ (244) $ 5,683 ============ ========= =========== ========= =========== Public Service Company of New Hampshire was reorganized on May 16, 1991. Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense.
S-35 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE V NUCLEAR FUEL FOR THE PERIOD JANUARY 1, 1991 THROUGH MAY 15, 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 40,943 $ 4,264 $ - $ (1,741) 43,466 Nuclear fuel assemblies in reactor 41,129 - - 1,741 42,870 Spent nuclear fuel 3,308 - - - 3,308 Accumulated provision for amortization of nuclear fuel assemblies (15,564) - - (7,649) (23,213) ------------ --------- ----------- --------- ----------- TOTAL $ 69,816 $ 4,264 $ - $ (7,649) $ 66,431 ============ ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense.
S-36 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 197 $ 9,598 $ - $ (6,737)$ 3,058 Nuclear fuel assemblies in reactor (208) - - 272 64 Spent nuclear fuel 130,157 - - 17,398 147,555 Accumulated provision for amortization of nuclear fuel assemblies (130,848) - - 854 (147,535) (17,607) 66 Leased nuclear fuel 38,406 2,697 - 6,674 32,585 (15,192) ------------ --------- ----------- --------- ----------- TOTAL $ 37,704 $ 12,295 $ - $ (14,272) $ 35,727 ============ ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Transfer to deferred credits.
S-37 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
- ---------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ---------------------------------------------------------------------------------- Nuclear fuel in process of of refinement, conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 1,200 $ 2,310 $ - $ (3,313)$ 197 Nuclear fuel assemblies in reactor (208) - - - (208) Spent nuclear fuel 130,157 - - - 130,157 Accumulated provision for amortization of nuclear fuel assemblies (130,045) - - (854) (130,848) 51 Leased nuclear fuel 42,086 3,911 - (10,904) 38,406 3,313 --------- --------- ----------- --------- ----------- TOTAL $ 43,190 $ 6,221 $ - $ (11,707)$ 37,704 ========= ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Department of Energy Credits.
S-38 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1991 (Thousands of Dollars)
- -------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes- Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - -------------------------------------------------------------------------------------- Nuclear fuel in process of refinement conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 373 $ 3,304 $ - $ (2,477)$ 1,200 Nuclear fuel assemblies in reactor (1,448) - - 1,240 (208) Spent nuclear fuel 111,681 - - 18,476 130,157 Accumulated provision for amortization of nuclear fuel assemblies (110,289) - - (19,974) (130,045) 18 200 Leased nuclear fuel 46,798 709 - 2,735 42,086 (8,156) ------------ --------- ----------- --------- ----------- TOTAL 47,115 4,013 - (7,938)$ 43,190 ============ ========= =========== ========= =========== Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense. Insurance settlements.
S-39 NORTH ATLANTIC ENERGY CORPORATION SCHEDULE V NUCLEAR FUEL YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ 1,126 $ 13,983 $ - $ - $ 15,109 Nuclear fuel assemblies in reactor 12,786 - - - 12,786 Spent nuclear fuel - - - - 0 Accumulated provision for amortization of nuclear fuel assemblies (573) - - (3,983) (4,556) ------------ --------- ----------- --------- ----------- TOTAL $ 13,339 $ 13,983 $ - $ (3,983) $ 23,339 ============ ========= =========== ========= =========== North Atlantic Energy Corporation began operations on June 5, 1992. Amortization of nuclear fuel assemblies charged to expense.
S-40 NORTH ATLANTIC ENERGY CORPORATION SCHEDULE V NUCLEAR FUEL FOR THE PERIOD JUNE 5, 1992 THROUGH DECEMBER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Balance at Other changes Balance beginning Additions add (deduct)- at close Classification of period at Cost Retirements describe of period - ------------------------------------------------------------------------------------- Nuclear fuel in process of refinement, conversion, enrichment and fabrication, and nuclear fuel materials and assemblies - stock account $ - $ 511 $ - $ 13,132 $ 1,126 (12,517) Nuclear fuel assemblies in reactor - - - 269 12,786 12,517 Spent nuclear fuel - - - - - Accumulated provision for amortization of nuclear fuel assemblies - - - (82) (573) (491) ------------ --------- ----------- --------- ----------- TOTAL $ - $ 511 $ - $ 12,828 $ 13,339 ============ ========= =========== ========= =========== North Atlantic Energy Corporation began operations on June 5, 1992. Acquired from Public Service Company of New Hampshire. Transfers between nuclear fuel accounts. Amortization of nuclear fuel assemblies charged to expense.
S-41 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ Electric $ 2,675,731 $ 325,935 $ 58,049 $ 613$ 2,944,230 Other 73,303 5,501 1,047 - 77,757 ------------ ------------ ------------ ------------ ------------ TOTAL $ 2,749,034 $ 331,436 $ 59,096 $ 613 $ 3,021,987 ============ ============ ============ ============ ============ Depreciation charged to Clearing, Fuel Stock, Stores, and Other Accounts.
S-42 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ Electric $ 2,113,908 $ 289,798 $ 148,122 $ 419,436$ 2,675,731 711 Other 68,236 5,205 138 - 73,303 ------------ ------------ ------------ ------------ ------------ TOTAL $ 2,182,144 $ 295,003 $ 148,260 $ 420,147 $ 2,749,034 ============ ============ ============ ============ ============ Accumulated provision for depreciation - Public Service Company of New Hampshire acquisition. Depreciation charged to Clearing, Fuel Stock, Stores, and Other Accounts.
S-43 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT YEAR ENDED DECEMBER 31, 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ Electric $ 1,976,327 $ 231,862 $ 103,598 $ 9,317$ 2,113,908 Other 57,241 11,595 600 - 68,236 ------------ ------------ ------------ ------------ ------------ TOTAL $ 2,033,568 $ 243,457 $ 104,198 $ 9,317 $ 2,182,144 ============ ============ ============ ============ ============ Depreciation charged to Clearing, Fuel Stock, Stores, and Other Accounts.
S-44 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ Year Ended December 31, 1993 Electric $ 1,827,024 $ 222,245 $ 38,392 $ 85$ 2,010,962 ============ ============ ============ ============ ============ Year Ended December 31, 1992 Electric $ 1,724,673 $ 216,755 $ 114,511 $ 107$ 1,827,024 ============ ============ ============ ============ ============ Year Ended December 31, 1991 Electric $ 1,608,784 $ 201,377 $ 85,549 $ 61$ 1,724,673 ============ ============ ============ ============ ============ Depreciation charged to Transportation Clearing, Fuel Stock, Stores, and Other Accounts.
S-45 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ Electric $ 410,026 $ 38,664 $ 8,007 $ 393$ 441,076 ============ ============ ============ =========== ============ Depreciation charged to Clearing and Other Accounts.
S-46 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT FOR THE PERIODS JUNE 5, 1992 THROUGH DECEMBER 31, 1992 AND JANUARY 1, 1992 THROUGH JUNE 4, 1992 (Thousands of Dollars)
- ----------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ For the Period June 5, 1992 through December 31, 1992 Electric $ 419,436$ 21,526 $ 6,837 $ (23,316) $ 410,026 257 (1,040) ----------- $ (24,099) =========== =========== =========== =========== ========= For the Period January 1, 1992 through June 4, 1992 $ 398,334 $ 25,183 $ 2,461 $ 243 $ 419,436 (1,863) ----------- $ (1,620) =========== =========== =========== =========== ========= Public Service Company of New Hampshire was acquired by Northeast Utilities on June 5, 1992 Transfer of Seabrook to North Atlantic Energy Corporation. Depreciation charged to Clearing and Other Accounts. Net salvage.
S-47 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT FOR THE PERIODS MAY 16, 1991 THROUGH DECEMBER 31, 1991 AND JANUARY 1, 1991 THROUGH MAY 15, 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ For the Period May 16, 1991 through December 31, 1991 Electric $ 376,103$ 36,590 $ 12,377 $ 482 (b) $ 398,334 (2,464)(c) ----------- $ (1,982) =========== =========== =========== =========== ========== For the Period January 1, 1991 through May 15, 1991 Electric $ 382,565 $ 28,269 $ 1,945 $ 1,705 (b) $ 409,831 (763)(c) ----------- $ 942 =========== =========== =========== =========== =========== Public Service Company of New Hampshire was reorganized on May 16, 1991. Depreciation charged Clearing and Other Accounts. Net salvage.
S-48 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ Year Ended December 31, 1993 Electric $ 364,702 $ 38,271 $ 7,801 $ 18$ 395,190 ============ ============ ============ =========== ============ Year Ended December 31, 1992 Electric $ 352,855 $ 36,707 $ 24,886 $ 26$ 364,702 ============ ============ ============ =========== ============ Year Ended December 31, 1991 Electric $ 332,472 $ 37,800 $ 17,429 $ 12$ 352,855 ============ ============ ============ =========== ============ Depreciation charged to Transportation Clearing, Fuel Stock, and Other Accounts.
S-49 NORTH ATLANTIC ENERGY CORPORATION SCHEDULE VI ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT YEARS ENDED DECEMBER 31, 1993 AND 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Column F Additions Balance at charged to Other changes- Balance beginning of costs and add (deduct)- at close Description period expenses Retirements describe of period - ------------------------------------------------------------------------------------------------------ Year Ended Dcember 31, 1993 Electric $ 36,327 $ 22,862 $ 2,540 $ - $ 56,649 =========== =========== =========== ============== =========== Year Ended Dcember 31, 1992 Electric $ - $ 12,981 $ (30) $ 23,316$ 36,327 =========== =========== =========== ============== =========== North Atlantic Energy Corporation began operations on June 5, 1992. Acquired from Public Service Company of New Hampshire.
S-50 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE VIIIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
--------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period --------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 13,255 $ 21,118 $ - $ 19,744 (a) $ 14,629 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (b) $ 14,059 $ 9,231 $ - $ 7,571 (c) $ 15,719 ========= ========= ========= ========= ========= Medical insurance (d) $ 9,430 $ 42,442 $ - $ 43,215 (e) $ 8,657 ========= ========= ========= ========= ========= (a) Amounts written off, net of recoveries. (b) Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. (c) Principally payments for various injuries and damages and expenses in connection therewith. (d) Provided to cover claims for employee medical insurance. (e) Principally payments for various employee medical expenses and expenses in connection therewith.
NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period ------------------------------------------------------------------------------------------------------ RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 11,607 $ 20,005 $ 2,826 (a)$ 21,183 (b)$ 13,255 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (c) $ 9,465 $ 8,275 $ 3,138 (a)$ 6,819 (d)$ 14,059 ========= ========= ========= ========= ========= Medical insurance (e) $ 6,869 $ 39,693 $ 1,150 (a)$ 38,282 (f)$ 9,430 ========= ========= ========= ========= ========= (a) Acquired as part of Northeast Utilities acquisition of Public Service Company of New Hampshire on June 5, 1992. (b) Amounts charged off as uncollectible after deducting customers' deposits and recoveries of accounts previously charged off. (c) Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. (d) Principally payments for various injuries and damages and expenses in connection therewith. (e) Provided to cover claims for employee medical insurance. (f) Principally payments for various employee medical expenses and expenses in connection
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1994 (Thousands of Dollars)
------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Additions ----------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period ------------------------------------------------------------------------------------------------------ RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 10,816 $ 17,177 $ - $ 15,215 (a) $ 12,778 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (b) $ 9,653 $ 6,052 $ - $ 5,197 (c) $ 10,508 ========= ========= ========= ========= ========= Medical insurance (d) $ 2,367 $ (667)(e)$ - $ - $ 1,700 ========= ========= ========= ========= ========= (a) Amounts charged off as uncollectible after deducting customers' deposits and recoveries of accounts previously charged off. (b) Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. (c) Principally payments for various injuries and damages and expenses in connection therewith. (d) Provided to cover claims for employee medical insurance. (e) Reflects change in medical insurance programs.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
---------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ---------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 13,2558,358 $ 22,34216,366 $ - $ 20,96813,908 (a) $ 14,62910,816 ========= ========= ========= ========= ================= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (b) $ 14,0598,359 $ 9,2317,115 $ - $ 7,5725,821 (c) $ 15,7189,653 ========= ========= ========= ========= ================= Medical insurance (d) $ 9,4303,496 $ 42,44219,846 $ - $ 43,21520,975 (e) $ 8,6572,367 ========= ========= ========= ========= ======== ========= (a) Amounts writtencharged off netas uncollectible after deducting customers' deposits and recoveries of recoveries. accounts previously charged off. (b) Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. (c) Principally payments for various injuries and damages and expenses in connection therewith. (d) Provided to cover claims for employee medical insurance. (e) Principally payments for various employee medical expenses and expenses in connection therewith.
S-51 NORTHEAST UTILITIESTHE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES SCHEDULE VIIIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions ------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 11,607 $ 20,005 $ 2,826$ 21,183$ 13,255 ========= ========= ======== ======== ======== RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 9,465 $ 8,275 $ 3,138$ 6,819$ 14,059 ========= ========= ======== ========= ======== Medical insurance $ 6,869 $ 39,693 $ 1,150$ 38,282$ 9,430 ========= ========= ======== ======== ======== Acquired as part of Northeast Utilities acquisition of Public Service Company of New Hampshire on June 5, 1992. Amounts charged off as uncollectible after deducting customers' deposits and recoveries of accounts previously charged off. Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. Principally payments for various injuries and damages and expenses in connection therewith. Provided to cover claims for employee medical insurance. Principally payments for various employee medical expenses and expenses in connection therewith.
S-52 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1991 (Thousands of Dollars)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 10,5889,560 $ 16,59314,837 $ - $ 15,57416,039 (a)$ 11,6078,358 ========= ========= ========= ========= ================= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (b) $ 6,2387,369 $ 10,2116,600 $ - $ 6,984 9,465 Medical insurance 6,157 41,327 - 40,615 6,869 Other 7,028 2,393 488 11,686 (1,777) --------- --------- --------- --------- -------- TOTAL 5,610 (c)$ 19,423 $ 53,931 $ 488 $ 59,285 $ 14,5578,359 ========= ========= ========= ========= ========= Medical insurance (d) $ 3,429 $ 19,770 $ - $ 19,703 (e)$ 3,496 ========= ========= ========= ========= ========= (a) Amounts charged off as uncollectible after deducting customers' deposits and recoveries of accounts previously charged off. (b) Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. (c) Principally payments for various injuries and damages and expenses in connection therewith. (d) Provided to cover claims for employee medical insurance. (e) Principally payments for various employee medical expenses and expenses and expenses in connection therewith. Consists of a long-term disability insurance reserve, a supplemental executive retirement plan reserve, an early retirement incentive reserve, a storm damage reserve, and a reserve for nuclear materials and supplies remaining at decommissioning. Employee contributions related to the long-term disability plan. Payments under a long-term disability plan, supplemental executive retirement plan, an early retirement incentive plan and a storm damage reserve.
S-53 THE CONNECTICUT LIGHT AND POWERPUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VIIIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 19931994 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions ------------------------------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 8,3581,816 $ 16,3662,999 $ - $ 13,9082,800 (a) $ 10,816 ========= ========= ========= ========= ======== RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 8,359 $ 7,115 $ - $ 5,821$ 9,653 ========= ========= ========= ========= ======== Medical insurance $ 3,496 $ 19,846 $ - $ 20,975$ 2,367 ========= ========= ========= ========= ======== Amounts charged off as uncollectible after deducting customers' deposits and recoveries of accounts previously charged off. Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. Principally payments for various injuries and damages and expenses in connection therewith. Provided to cover claims for employee medical insurance. Principally payments for various employee medical expenses and expenses in connection therewith.
S-54 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - -------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 9,560 $ 14,837 $ - $ 16,039$ 8,358 ========= ========= ========= ========= ======== RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 7,369 $ 6,600 $ - $ 5,610$ 8,359 ========= ========= ========= ========= ======== Medical insurance $ 3,429 $ 19,770 $ - $ 19,703$ 3,496 ========= ========= ========= ========= ======== Amounts charged off as uncollectible after deducting customers' deposits and recoveries of accounts previously charged off. Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. Principally payments for various injuries and damages and expenses in connection therewith. Provided to cover claims for employee medical insurance. Principally payments for various employee medical expenses and expenses in connection therewith.
S-55 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1991 (Thousands of Dollars)
- --------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - --------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 8,610 $ 12,804 $ - $ 11,854$ 9,5602,015 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 4,7812,045 $ 8,460600 $ - $ 5,872371 (b) $ 7,369 Medical insurance 3,167 20,990 - 20,728$ 3,429 Other 3,279 1,186 97 11,373$ (6,811) --------- --------- --------- --------- --------- TOTAL $ 11,227 $ 30,636 $ 97 $ 37,973 $ 3,9872,274 ========= ========= ========= ========= ========== ========= Medical insurance $ 1,915 $ (915)(c)$ - $ - $ 1,000 ========= ========= ========= ========= ========= (a) Amounts chargedwritten off, as uncollectible after deducting customers' deposits and recoveriesnet of accounts previously charged off. Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others and property damage. recoveries. (b) Principally payments for various injuries and damages and expenses in connection therewith. Provided to cover claims for employee(c) Reflects change in medical insurance. Principally payments for various employee medical expenses and expenses in connection therewith. Consists of a long-term disability insurance reserve, a supplemental executive retirement plan, an early retirement incentive reserve, a storm damage reserve, and a reserve for nuclear materials and supplies remaining at decommissioning. Employeee contributions related to the long-term disability plan. Payments under a long-term disability plan, supplemental executive retirement plan, an early retirement incentive plan, and a storm damage reserve.programs.
S-56 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VIIIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ------------------------------------------------------------------------------------------------ RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 2,780 $ 1,771 $ - $ 2,735$ 1,816 ========= ========= ========= ========= ======= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 2,770 $ 192 $ - 917$ 2,045 ========= ========= ========= ========= ======== Medical insurance $ 1,650 $ 265 $ - $ - $ 1,915 ========= ========= ========= ========= ======== Amounts written off, net of recoveries. Principally payments for various injuries and damages and expenses in connection therewith.
S-57 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE PERIOD June 5, 1992 THROUGH DECEMBER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - -------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 2,826 $ 1,617 $ - $ 1,663 $ 2,780 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 3,138 $ (277) $ - $ 91 $ 2,770 ========= ========= ========= ========= ========= Medical Insurance $ 1,150 $ 500 $ - $ - $ 1,650 ========= ========= ========= ========= ========= Public Service Company of New Hampshire was acquired by Northeast Utilities on June 5, 1992. Amounts written off, net of recoveries. Nonoperating reserve transferred to operating.
S-58 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE PERIOD JANUARY 1, 1992 THROUGH JUNE 4, 1992 (Thousands of Dollars)
- -------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions ----------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - -------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 2,834 $ 1,581 $ - $ 1,589$ 2,826 ========= ========= ========= ========== ======== RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 1,615 $ 1,618 $ - $ 95$ 3,138 ========= ========= ========= ========= ======== Medical insurance $ 1,050 $ 100 $ - $ - $ 1,150 ========= ========= ========= ========= ======== Amounts written off, net of recoveries. Nonoperating reserve transferred to operating.
S-59 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE PERIOD MAY 16, 1991 THROUGH DECEMBER 31, 1991 (Thousands of Dollars)
- -------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - -------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 2,827 $ 2,267 $ - $ 2,260 $ 2,834 ========= ========= ========= ========= ======= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 1,777 $ 325 $ - $ 487 $ 1,615 ========= ========= ========= ========= ======== Public Service Company of New Hampshire was reorganized on May 15, 1991. Accounts written off, net of recoveries. Nonoperating reserve transferred to operating.
S-60 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE PERIOD JANUARY 1, 1991 THROUGH MAY 15, 1991 (Thousands of Dollars)
- --------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ------------------------------------------------------------------------------------------------------ RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 2,361 $ 1,340 $ - $ 874 $ 2,827 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Estimated cancellation costs for Seabrook 2 $ 12,465 $ - $ (12,465) $ - - ========= ========= ========= ========= ========= Injuries and damages $ 1,812 $ 257 $ - $ 292 $ 1,777 ========= ========= ========= ========= ========= Amounts written off, net of recoveries. Write-off of reserve to Account 426.6. Nonoperating reserve transferred to operating.
S-61 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR-ENDED DECEMBER 31, 1993 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Additions ---------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ------------------------------------------------------------------------------------------------------ RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 2,117 $ 2,812 $ - $ 2,932 $ 1,997 ========== ========== ========== ========== ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 1,612 $ 1,750 $ - $ 602 $ 2,760 ========== ========== ========== ========== ========= Medical Insurance $ 741 $ 4,017 $ - $ 4,291 $ 467 ========== ========== ========== ========== ========= Amounts written off, net of recoveries. Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. Principally payments for various injuries and damages and expenses in connection therewith. Provided to cover claims for employee medical insurance. Principally payments for various employee medical expenses and expenses in connection therewith.
S-62 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Additions ---------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ------------------------------------------------------------------------------------------------------ RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 1,977 $ 3,303 $ - $ 3,163 $ 2,117 ========= ========== ========== ========== ======== RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 1,496 $ 1,200 $ - $ 1,084 $ 1,612 ========= ========== ========== ========== ======== Medical insurance $ 667 $ 3,916 $ - $ 3,842 $ 741 ========= ========== ========== ========== ======== Amounts charged off as uncollectible after deducting customers' deposits and recoveries of accounts previously charged off. Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. Principally payments for various injuries and damages and expenses in connection therewith. Provided to cover claims for employee medical insurance. Principally payments for various employee medical expenses and expenses in connection therewith.
S-63 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1991 (Thousands of Dollars)
- ---------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period - ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 1,9092,780 $ 3,7891,771 $ - $ 3,7212,735 (a) $ 1,9771,816 ========= ========= ================= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 9862,770 $ 1,200192 $ - $ 690917 (b) $ 1,4962,045 ========= ========= ========= ========= ========= Medical insurance 629 4,178$ 1,650 $ 265 $ - 4,140 667 Other 738 397 19 150 1,004 ---------- ---------- -------- --------- --------- TOTAL $ 2,353- $ 5,775 $ 19 $ 4,980 $ 3,1671,915 ========= ========= ======== ========= ========= ========= (a) Amounts chargedwritten off, asnet of recoveries. (b) Principally payments for various injuries and damages and expenses in connection therewith.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE PERIOD JANUARY 1, 1992 THROUGH JUNE 4, 1992 (Thousands of Dollars)
---------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period ---------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible after deducting customers' depositsaccounts $ 2,834 $ 1,581 $ - $ 1,589 (a)$ 2,826 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and recoveriesdamages $ 1,615 $ 1,618 $ - $ 95 (b)$ 3,138 ========= ========= ========= ========= ========= Medical insurance $ 1,050 $ 100 $ - $ - $ 1,150 ========= ========= ========= ========= ========= (a) Amounts written off, net of recoveries. (b) Nonoperating reserve transferred to operating.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE PERIOD JUNE 5, 1992 THROUGH DECEMBER 31, 1992 (Thousands of Dollars)
------------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Additions -------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period(a)expenses describe describe of period ------------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts previously charged off. $ 2,826 $ 1,617 $ - $ 1,663 (b)$ 2,780 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages $ 3,138 $ (277)$ - $ 91 (c)$ 2,770 ========= ========= ========= ========= ========= Medical insurance $ 1,150 $ 500 $ - $ - $ 1,650 ========= ========= ========= ========= ========= (a) Public Service Company of New Hampshire was acquired by Northeast Utilities on June 5, 1992. (b) Amounts written off, net of recoveries. (c) Nonoperating reserve transferred to operating.
WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1994 (Thousands of Dollars)
------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E Additions ----------------------- (1) (2) Charged to Balance at Charged to other Balance beginning costs and accounts- Deductions- at end Description of period expenses describe describe of period ------------------------------------------------------------------------------------------------------- RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 1,997 $ 3,017 $ - $ 2,982 (a) $ 2,032 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (b) $ 2,760 $ 1,551 $ - $ 617 (c) $ 3,694 ========= ========= ========= ========= ========= Medical insurance (d) $ 467 $ (117)(e)$ - $ - $ 350 ========= ========= ========= ========= ========= (a) Amounts written off, net of recoveries. (b) Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. (c) Principally payments for various injuries and damages and expenses in connection therewith. (d) Provided to cover claims for employee medical insurance. Principally payments for various employee(e) Reflects change in medical expenses and expenses in connection therewith. Consists of a long-term disability insurance reserve, a supplemental executive retirement plan reserve, an early retirement incentive reserve, and a reserve for nuclear materials and supplies remaining at decommissioning. Employee contributions related to the long-term disability plan. Payments under a long-term disability plan, supplemental executive retirement plan, and early retirement incentives.programs.
S-64 NORTHEAST UTILITIESWESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE II VALUATION AND SUBSIDIARIES SCHEDULE IX SHORT-TERM BORROWINGS YEARSQUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1993 1992, AND 1991 (Thousands of Dollars)
- ---------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column Category ofAdditions -------------------- (1) (2) Charged to Balance Weighted Maximum Average Weighted aggregateat Charged to other Balance beginning costs and accounts- Deductions- at end of average amount amount average short-term period interest outstanding outstanding interest rate borrowings rate at end during the during the during theDescription of period expenses describe describe of period period period - ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- December 31, 1993 - ------------------------- Notes Payable to BanksRESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 173,500 3.3 %2,117 $ 254,000 $ 169,081 4.0 % Commercial Paper2,812 $ - - % $ 203,5002,932 (a) $ 91,031 3.4 % December 31, 1992 - ------------------------- Notes Payable to Banks1,997 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (b) $ 220,000 4.0 %1,612 $ 245,000 $ 84,285 5.0 % Commercial Paper $ 132,740 4.1 % $ 138,000 $ 36,507 3.7 % December 31, 1991 - ------------------------- Notes Payable to Banks $ 62,500 5.2 % $ 218,500 $ 114,225 7.0 % Commercial Paper1,750 $ - - % $ 115,000602 (c) $ 38,669 6.4 % Excludes the effect of commitment fees. Average daily balance during the period. Based on the daily amounts outstanding including commitmentfees.
S-65 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE IX SHORT-TERM BORROWINGS YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991 (Thousands of Dollars)
- ----------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Category of Balance Weighted Maximum Average Weighted aggregate at end of average amount amount average short-term period interest outstanding outstanding interest rate borrowings rate at end during the during the during the of period period period period - ----------------------------------------------------------------------------------------------- December 31, 1993 - ------------------------- Notes Payable to Banks2,760 ========= ========= ========= ========= ========= Medical insurance (d) $ 95,000 3.3 %741 $ 145,500 $ 86,101 3.8 % Commercial Paper4,017 $ - - % $ 197,5004,291 (e) $ 83,660 3.4 % NU System Money Pool $ 1,250 2.9 % $ 28,500 $ 6,801 3.0 % December 31, 1992 - ------------------------- Notes Payable467 ========= ========= ========= ========= ========= (a) Amounts written off, net of recoveries. (b) Provided to Banks $ 96,500 4.0 % $ 193,000 $ 43,314 4.8 % Commercial Paper $ 109,240 4.1 % $ 118,000 $ 27,911 3.7 % NU System Money Pool $ - - % $ 272,750 $ 80,473 3.9 % December 31, 1991 - ------------------------- Notes Payablecover claims for injuries to Banks $ 53,500 5.2 % $ 174,000 $ 75,355 6.8 % Commercial Paper $ - - % $ 114,000 $ 18,166 6.0 % NU System Money Pool $ 137,000 4.1 % $ 142,500 $ 11,573 4.6 % Excludes the effect of commitment fees. Average daily balance during the period. Based on the daily amounts outstanding including commitmentfees.employees, workmen's compensation, bodily injury to others, and property damage. (c) Principally payments for various injuries and damages and expenses in connection therewith. (d) Provided to cover claims for employee medical insurance. (e) Principally payments for various employee medical expenses and expenses in connection therewith.
S-66 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE IX SHORT-TERM BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 1993, THE PERIOD JUNE 5,1992 THROUGH DECEMBER 31, 1992, THE PERIOD JANUARY 1, 1992 THROUGH JUNE 4, 1992 (Thousands of Dollars)
- ----------------------------------------------------------------------------------------------------- Column A Column B Column C ColumnD Column E Column F Category of Balance Weighted Maximum Average Weighted aggregate at end of average amount amount average short-term period interest outstanding outstanding interest rate borrowings rate at end during the during the during the of period period period period - ----------------------------------------------------------------------------------------------------- December 31, 1993 - ------------------------------- Notes Payable to Banks $ - - % $ 35,000 $ 4,205 12.3 % NU System Money Pool $ 2,500 2.9 % $ 17,500 N/A N/A % For the Period June 5, 1992 through December 31, 1992 - ------------------------------ Notes Payable to Banks $ 35,000 5.0 % $ 108,000 $ 8,767 6.7 % NU System Money Pool $ 8,500 2.7 % $ 25,000 N/A N/A For the Period January 1, 1992 through June 4, 1992 - ------------------------------ Notes Payable to Banks $ 108,000 5.6 % $ 128,000 $ 99,013 5.6 % Excludes the effect of commitment fees. Average daily balance during the period. Based on the daily amounts outstanding including commitmentfees. Public Service Company of New Hampshire was acquired byNortheast Utilities on June 5, 1992. Average money pool investments were greater than averagemoney pool borrowings during the period.
S-67 WESTERN MASSACHUSETTS ELECTRICCOMPANYELECTRIC COMPANY SCHEDULE IX SHORT-TERM BORROWINGS YEARS ENDED DECEMBER 31, 1993, 1992,II VALUATION AND 1991 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E Column F Category of Balance Weighted Maximum Average Weighted aggregate at end of average amount amount average short-term period interest outstanding outstanding interest rate borrowings rate at end during the during the during the of period period period period - ------------------------------------------------------------------------------------------------- December 31, 1993 - ------------------------- Notes Payable to Banks $ 6,000 3.3 % $ 25,000 $ 6,705 4.5 % Commercial Paper $ - - % $ 23,500 $ 5,727 3.5 % NU System Money Pool $ - - % $ 28,000 $ N/A N/A % December 31, 1992 - ------------------------- Notes Payable to Banks $ 18,000 3.8 % $ 30,000 $ 2,142 10.6 % Commercial Paper $ 23,500 4.2 % $ 30,000 $ 8,596 3.7 % NU System Money Pool $ - - % $ 42,500 $ 10,202 4.2 % December 31, 1991 - ------------------------- Notes Payable to Banks $ 9,000 5.3 % $ 49,000 $ 19,504 7.1 % Commercial Paper $ - - % $ 37,000 $ 13,466 6.5 % NU System Money Pool $ 35,750 4.1 % $ 38,000 $ 4,933 5.1 % Excludes the effect of commitment fees. Average daily balance during the period. Based on the daily amounts outstanding including commitmentfees of compensating balances. Average money pool investments were greater than averagemoney pool borrowings during the period.
S-68 NORTH ATLANTIC ENERGY CORPORATION SCHEDULE IX SHORT-TERM BORROWINGS FOR THEQUALIFYING ACCOUNTS AND RESERVES YEAR ENDED DECEMBER 31, 1993 AND THE PERIOD JUNE 5, 1992 THROUGH DECEMBER 31, 1992 (Thousands of Dollars)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Column A Column B Column C ColumnDColumn D Column E Column F Category oAdditions -------------------- (1) (2) Charged to Balance Weighted Maximum Average Weighted aggregateat Charged to other Balance beginning costs and accounts- Deductions- at end of average amount amount average short-term period interest outstanding outstanding interest rate borrowings rate at end duringthe during the during theDescription of period expenses describe describe of period period period - ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ December 31, 1993 - ----------------------------- NU System Money PoolRESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY: Reserves for uncollectible accounts $ 1,977 $ 3,303 $ - $ 3,163 (a)$ 2,117 ========= ========= ========= ========= ========= RESERVES NOT APPLIED AGAINST ASSETS: Injuries and damages (b) $ 1,496 $ 1,200 $ - % $ 34,500 1,084 (c)$ 14,835 3.2 % For the Period June 5, 1992 through December 31, 1992 1,612 ========= ========= ========= ========= ========= Medical insurance (d) $ 667 $ 3,916 $ - ----------------------------- NU System Money Pool $ 18,500 2.7 % 3,842 (e)$ 35,500 $ 21,234 3.2 % Atlantic Energy Corporation began operations on June 5, 1992. Average daily balance during the period.741 ========= ========= ========= ========= ========= (a) Amounts written off, net of recoveries. (b) Provided to cover claims for injuries to employees, workmen's compensation, bodily injury to others, and property damage. (c) Principally payments for various injuries and damages and expenses in connection therewith. (d) Provided to cover claims for employee medical insurance.
S-69 NORTHEAST UTILITIES AND SUBSIDIARIES SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991 (Thousands of Dollars)
- ---------------------------------------------------------------------------------------------------- Column A Column B Item Charged to Expenses - ---------------------------------------------------------------------------------------------------- 1993 1992 1991 ---------------- ---------------- ---------------- Taxes, other than payroll and income taxes: State gross receipts $ 94,199 $ 87,695 $ 87,240 Real and personal property 113,253 98,279 75,416 ---------------- ---------------- ---------------- TOTAL $ 207,452 $ 185,974 $ 162,656 ================ ================ ================
S-70 THE CONNECTICUT LIGHT AND POWER COMPANY SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991 (Thousands of Dollars)
- ----------------------------------------------------------------------------------------------------- Column A Column B Item Charged to Expense - ----------------------------------------------------------------------------------------------------- 1993 1992 1991 ---------------- ---------------- ---------------- Taxes, other than payroll and income taxes: State gross receipts $ 94,047 $ 87,532 $ 87,095 Real and personal property 63,551 64,054 61,344 ---------------- ---------------- ----------------- TOTAL $ 157,598 $ 151,586 $ 148,439 ================ ================ =================
S-71 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993 AND THE PERIODS JUNE 5, 1992 THROUGH DECEMBER 31, 1992 AND JANUARY 1, 1992 THROUGH JUNE 4, 1992 (Thousands of Dollars)
- -------------------------------------------------------------------------------------------------- Column A Column B Item Charged to Expenses - -------------------------------------------------------------------------------------------------- December 31, 1993 - -------------------------------- Taxes, other than payroll and income taxes: Real and personal property $ 25,020 ================ TOTAL June 5, 1992 - December 31, 1992 - -------------------------------- Taxes, other than payroll and income taxes: Real and personal property $ 13,827 ================ TOTAL January 1, 1992 - June 4, 1992 - -------------------------------- Taxes, other than payroll and income taxes: Real and personal property $ 16,588 ================ Public Service Company of New Hampshire was acquired by Northeast Utilities on June 5, 1992.
S-72 WESTERN MASSACHUSETTS ELECTRIC COMPANY SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991 (Thousands of Dollars)
- ---------------------------------------------------------------------------------------------------- Column A Column B Item Charged to Expense - ---------------------------------------------------------------------------------------------------- 1993 1992 1991 ---------------- ---------------- ---------------- Taxes, other than payroll and income taxes: Real and personal property $ 14,279 $ 12,947 $ 11,814 ================ ================ ================ TOTAL
S-73 NORTH ATLANTIC ENERGY CORPORATION SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993 AND FOR THE PERIOD JUNE 5, 1992 THROUGH DECEMBER 31, 1992 (Thousands of Dollars)
- -------------------------------------------------------------------------------------- Column A Column B Item Charged to Expense - -------------------------------------------------------------------------------------- December 31, 1993 - ------------------------------ Taxes, other than payroll and income taxes: Real and personal property $ 7,549 ============ TOTAL June 5, 1992 - December 31, 1992 - ---------------------------------------- Taxes, other than payroll and income taxes: Real and personal property $ 4,528 ============ TOTAL North Atlantic Energy Corporation began operations on June 5, 1992.
S-74 EXHIBIT INDEX Each document described below is incorporated by reference to the files of the Securities and Exchange Commission, unless the reference to the document is marked as follows: * - Filed with the 19931994 Annual Report on Form 10-K for NU and herein incorporated by reference from the 19931994 NU Form 10-K, File No. 1-5324 into the 19931994 Annual Reports on Form 10-K for CL&P, PSNH, WMECO and NAEC. # - Filed with the 19931994 Annual Report on Form 10-K for NU and herein incorporated by reference from the 19931994 NU Form 10-K, File No. 1-5324 into the 19931994 Annual Report on Form 10-K for CL&P. @ - Filed with the 19931994 Annual Report on Form 10-K for NU and herein incorporated by reference from the 19931994 NU Form 10-K, File No. 1-5324 into the 19931994 Annual Report on Form 10-K for PSNH. ** - Filed with the 19931994 Annual Report on Form 10-K for NU and herein incorporated by reference from the 19931994 NU Form 10-K, File No. 1-5324 into the 19931994 Annual Report on Form 10-K for WMECO. ## - Filed with the 19931994 Annual Report on Form 10-K for NU and herein incorporated by reference from the 19931994 Form 10-K, File No. 1-5324 into the 19931994 Annual Report on Form 10-K for NAEC. Exhibit Number Description 3 Articles of Incorporation and By-Laws 3.1 Northeast Utilities 3.1.1 Declaration of Trust of NU, as amended through May 24, 1988. (Exhibit 3.1.1, 1988 NU Form 10-K, File No. 1-5324) 3.2 The Connecticut Light and Power Company # 3.2.1 Certificate of Incorporation of CL&P,restated to March 22, 1994. #(Exhibit 3.2.1, 1993 NU Form 10-K, File No. 1- 5324) 3.2.2 By-laws of CL&P, as amended to March 1, 1982. (Exhibit 3.2.2, 1993 NU Form 10-K, File No. 1-5324) 3.3 Public Service Company of New Hampshire @ 3.3.1 Articles of Incorporation, as amended to May 16, 1991. @(Exhibit 3.3.1, 1993 NU Form 10-K, File No. 1-5324) 3.3.2 By-laws of PSNH, as amended to November 1, 1993. 3.4 Western Massachusetts Electric Company 3.4.1 Certificate of Organization of WMECO, as amended, to August 31, 1954. (Exhibit 3.1, File No. 2-11114) 3.4.2 Amendments to Certificate of Organization of WMECO of May 19, 1966 and of December 5, 1967. (Exhibit 3.2, File No. 2-30534) E-1 3.4.3 Articles of Amendment dated December 9, 1981. (Exhibit 3.1.2, 1981 WMECO Form 10-K, File No. 0-7624) 3.4.4 Certificate of Vote of Directors Establishing a Series of a Class of Stock, dated December 16, 1981. (Exhibit 3.1.3, 1981 WMECO Form 10-K, File No. 0-7624) 3.4.5 Articles of Amendment dated April 7, 1983. (Exhibit 3.3.5, 19833.3.2, 1993 NU Form 10-K, File No. 1-5324) 3.4.6 Certificate of Vote of Directors Establishing a Series of a Class of Stock, dated April 12, 1983. (Exhibit 3.3.6, 1983 NU Form 10-K, File No. 1-5324) 3.4.73.4 Western Massachusetts Electric Company ** 3.4.1 Articles of Amendment dated January 29, 1987. (Exhibit 3.3.7, 1986 NU Form 10-K, File No. 1-5324) 3.4.8 ArticlesOrganization of Amendment dated February 11, 1987. (Exhibit 3.3.8, 1986 NU Form 10-K, File No. 1-5324) 3.4.9 Articles of Amendment dated February 19, 1988. (Exhibit 3.3.9, 1987 NU Form 10-K, File No. 1-5324) 3.4.10 Certificate of Vote of Directors Establishing a Series of a Class of Stock, datedWMECO, restated to February 23, 1988. (Exhibit 3.3.10, 1987 NU Form 10-K, File No. 1-5324)1995. ** 3.4.113.4.2 By-laws of WMECO, as amended to February 24, 1988.13, 1995. 3.5 North Atlantic Energy Corporation ## 3.5.1 Articles of Incorporation of NAEC dated September 20, 1991. ##(Exhibit 3.5.1, 1993 NU Form 10-K, File No. 1-5324) 3.5.2 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) 3.5.3 By-laws of NAEC, as amended to November 8, 1993. (Exhibit 3.5.3, 1993 NU Form 10-K, File No. 1-5324) 4 Instruments defining the rights of security holders, including indentures 4.1 Northeast Utilities 4.1.1 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) 4.1.2 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) 4.1.3 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)E-2 4.1.4 Warrant Agreement dated as of June 5, 1992 between Northeast Utilities and the Service Company. (Exhibit 4.1.4, 1992 NU Form 10-K, File No. 1-5324) 4.1.4.1 Additional Warrant Agent Agreement dated as of June 5, 1992 between Northeast Utilities and State Street Bank and Trust Company. (Exhibit 4.1.4.1, 1992 NU Form 10-K, File No. 1-5324) 4.1.4.2 Exchange and Disbursing Agent Agreement dated as of June 5, 1992 among Northeast Utilities, Public Service Company of New Hampshire and State Street Bank and Trust Company. (Exhibit 4.1.4.2, 1992 NU Form 10-K, File No. 1-5324) 4.1.5 Credit Agreements among CL&P, NU, WMECO, NUSCO (as Agent) and 19 Commercial Banks dated December 3, 1992 (364 Day and Three-Year Facilities). (Exhibit C.2.38, 1992 NU Form U5S, File No. 30-246) 4.1.6 Credit Agreements among CL&P, WMECO, NU, Holyoke Water Power Company, RRR, NNECO and NUSCO (as Agent) dated December 3, 1992 (364 Day and Three-Year Facilities). (Exhibit C.2.39, 1992 NU Form U5S, File No. 30-246) 4.2 The Connecticut Light and Power Company 4.2.1 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) 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: 4.2.2 April 1, 1967. (Exhibit 4.16, File No. 2-60806) 4.2.3 January 1, 1968. (Exhibit 4.18, File No. 2-60806) 4.2.4 December 1, 1969. (Exhibit 4.20, File No. 2-60806) 4.2.5 June 30, 1982. (Exhibit 4.33, File No. 2-79235) 4.2.6 June 1, 1989. (Exhibit 4.1.24, 1989 NU Form 10-K, File No. 1-5324) 4.2.7 September 1, 1989. (Exhibit 4.1.25, 1989 NU Form 10-K, File No. 1-5324) 4.2.8 December 1, 1989. (Exhibit 4.1.26, 1989 NU Form 10-K, File No. 1-5324) 4.2.94.2.7 April 1, 1992. (Exhibit 4.30, File No. 33-59430) 4.2.104.2.8 July 1, 1992. (Exhibit 4.31, File No. 33-59430) E-3 4.2.114.2.9 October 1, 1992. (Exhibit 4.32, File No. 33-59430) 4.2.124.2.10 July 1, 1993. (Exhibit A.10(b), File No. 70-8249) 4.2.134.2.11 July 1, 1993. (Exhibit A.10(b), File No. 70-8249) # 4.2.144.2.12 December 1, 1993. (Exhibit 4.2.14, 1993 NU Form 10-K, File No. 1-5324) 4.2.13 February 1, 1994. 1(Exhibit 4.2.15, 1993 NU Form 10-K, File No. 1-5324) 4.2.14 February 1, 1994. (Exhibit 4.2.16, 1993 NU Form 10-K, File No. 1-5324) # 4.2.15 FebruaryJune 1, 1994. # 4.2.16 FebruaryOctober 1, 1994. 4.2.17 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds) dated as of December 1, 1986. (Exhibit C.1.47, 1986 NU Form U5S, File No. 30-246) 4.2.18 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (PollutionPollution Control Bonds) dated as of October 1, 1988. (Exhibit C.1.55, 1988 NU Form U5S, File No. 30-246) 4.2.19 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds) dated as of December 1, 1989. (Exhibit C.1.39, 1989 NU Form U5S, File No. 30-246) 4.2.20 Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and CL&P (Pollution Control Bonds) dated as of December 1, 1992. (Exhibit C.2.33, 1992 NU Form U5S, File No. 30-246) # 4.2.21 Series A (Tax Exempt Refunding) PCRB Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Bonds) dated as of September 1, 1993. #(Exhibit 4.2.21, 1993 NU Form 10-K, File No. 1-5324) 4.2.22 Series B (Tax Exempt Refunding) PCRB Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Bonds) dated as of September 1, 1993. #(Exhibit 4.2.22, 1993 NU Form 10-K, File No. 1-5324) 4.2.23 Series A (Tax Exempt Refunding) PCRB Letter of Credit and Reimbursement Agreement (Pollution Control Bonds) dated as of September 1, 1993. #(Exhibit 4.2.23, 1993 NU Form 10-K, File No. 1-5324) 4.2.24 Series B (Tax Exempt Refunding) PCRB Letter of Credit and Reimbursement Agreement (Pollution Control Bonds) dated as of September 1, 1993. (Exhibit 4.2.24, 1993 NU Form 10-K, File No. 1-5324) 4.2.25 Amended and Restated Limited Partnership Agreement (CL&P Capital, L.P.) among CL&P, NUSCO, and the persons who became limited partners of CL&P Capital, L.P. in accordance with the provisions thereof dated as of January 23, 1995(MIPS). (Exhibit A.1 (Execution Copy), File No. 70-8451) 4.2.26 Indenture between CL&P and Bankers Trust Company, Trustee (Series A Subordinated Debentures), dated as of January 1, 1995 (MIPS). (Exhibit B.1 (Execution Copy), File No. 70-8451) 4.2.27 Payment and Guaranty Agreement of CL&P dated as of January 23, 1995 (MIPS). (Exhibit B.3 (Execution Copy), File No. 70-8451) 4.3 Public Service Company of New Hampshire 4.3.1 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) E-41-5324) 4.3.1.1 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). 4.3.2 Revolving Credit Agreement dated as May 1, 1991. (Exhibit 4.12, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) 4.3.3 Term Credit Agreement dated as of May 1, 1991. (Exhibit 4.11, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) 4.3.4 Series A (Tax Exempt New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.2, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) 4.3.5 Series B (Tax Exempt Refunding) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.3, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) 4.3.6 Series C (Tax Exempt Refunding) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.4, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) 4.3.7 Series D (Taxable New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.5, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) 4.3.7.1 First Supplement to Series D (Tax Exempt Refunding Issue) PCRB Loan and Trust Agreement dated as of December 1, 1992. (Exhibit 4.4.5.1, 1992 NU Form 10-K, File No. 1-5324) 4.3.8 Series E (Taxable New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.6, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) @ 4.3.8.1 First Supplement to Series E (Tax Exempt Refunding Issue) PCRB Loan and Trust Agreement dated as of December 1, 1993. @(Exhibit 4.3.8.1, 1993 NU Form 10-K, File No. 1-5324) 4.3.9 Series D (May 1, 1991 Taxable New Issue and December 1, 1992 Tax Exempt Refunding Issue) PCRB Letter of Credit and Reimbursement Agreement dated as of October 1, 1992. @(Exhibit 4.3.9, 1993 NU Form 10-K, File No. 1-5324) 4.3.9.1 Amended and Restated Letter of Credit dated December 17, 1992. (Exhibit 4.3.9.1, 1993 NU Form 10-K, File No. 1-5324) 4.3.10 Series E (May 1, 1991 Taxable New Issue and December 1, 1993 Tax Exempt Refunding Issue) PCRB Letter of Credit and Reimbursement Agreement dated as of May 1, 1991. (Exhibit 4.8, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) E-5 @ 4.3.10.1 Amended and Restated Letter of Credit dated December 15, 1993. (Exhibit 4.3.10.1, 1993 NU Form 10-K, File No. 1-5324) 4.4 Western Massachusetts Electric Company ** 4.4.1 First Mortgage Indenture and Deed of Trust between WMECO and Old Colony Trust Company, Trustee, dated as of August 1, 1954. (Exhibit 4.4.1, 1993 NU Form 10-K, File No. 1- 5324) Supplemental Indentures thereto dated as of: 4.4.2 March 1, 1967. (Exhibit 2.5, File No. 2-68808) 4.4.3 March 1, 1968. (Exhibit 2.6, File No. 2-68808) 4.4.4 December 1, 1968. (Exhibit 2.7, File No. 2-68808) 4.4.5 July 1, 1972. (Exhibit 2.9, File No. 2-68808) 4.4.6 May 1, 1986. (Exhibit 4.3.18, 1986 NU Form 10-K, File No. 1-5324) 4.4.7 December 1, 1988. (Exhibit 4.3.20, 1988 NU Form 10-K, File No. 1-5324.) 4.4.8 September 1, 1990. (Exhibit 4.3.15, 1990 NU Form 10-K, File No. 1-5324.) 4.4.94.4.5 December 1, 1992. (Exhibit 4.15, File No. 33-55772) 4.4.104.4.6 January 1, 1993. (Exhibit 4.5.13, 1992 NU Form 10-K, File No. 1-5324) ** 4.4.114.4.7 March 1, 1994. ** 4.4.12(Exhibit 4.4.11, 1993 NU Form 10-K, File No. 1-5324) 4.4.8 March 1, 1994. ** 4.4.13(Exhibit 4.4.12, 1993 NU Form 10-K, File No. 1-5324) 4.4.9 Series A (Tax Exempt Refunding) PCRB Loan Agreement between Connecticut Development Authority and WMECO (Pollution Control Bonds) dated as of September 1, 1993. ** 4.4.14(Exhibit 4.4.13, 1993 NU Form 10-K, File No. 1-5324) 4.4.10 Series A (Tax Exempt Refunding) PCRB Letter of Credit and Reimbursement Agreement (Pollution Control Bonds) dated as of September 1, 1993. (Exhibit 4.4.14, 1993 NU Form 10-K, File No. 1-5324) 4.5 North Atlantic Energy Corporation 4.5.1 First Mortgage Indenture and Deed of Trust between NAEC and United States Trust Company of New York, Trustee, dated as of June 1, 1992. (Exhibit 4.6.1, 1992 NU Form 10-K, File No. 1-5324) 4.5.2 Note Indenture dated as of May 15, 1991. (Exhibit 4.10, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) E-6 4.5.3 First Supplemental Indenture dated as of June 5, 1992 between NAEC, PSNH and United States Trust Company of New York, Trustee. (Exhibit 4.6.3, 1992 NU Form 10-K, File No. 1-5324) 10 Material Contracts #@** 10.1 Stockholder Agreement dated as of July 1, 1964 among the stockholders of Connecticut Yankee Atomic Power Company (CYAPC). (Exhibit 13.1, File No. 2-22958)#@** 10.2 Form of Power Contract dated as of July 1, 1964 between CYAPC and each of CL&P, HELCO, PSNH and WMECO. (Exhibit 13.2, File No. 2-22958)#@** 10.2.1 Form of Additional Power Contract dated as of April 30, 1984, between CYAPC and each of CL&P, PSNH and WMECO. (Exhibit 10.2.4, 1984 NU Form 10-K, File No. 1-5324) 10.2.2 Form of 1987 Supplementary Power Contract dated as of April 1, 1987, between CYAPC and each of CL&P, PSNH and WMECO. (Exhibit 10.2.6, 1987 NU Form 10-K, File No. 1-5324) #@** 10.3 Capital Funds Agreement dated as of September 1, 1964 between CYAPC and CL&P, HELCO, PSNH and WMECO. (Exhibit 13.3, File No. 2-22958) #@** 10.4 Stockholder Agreement dated December 10, 1958 between Yankee Atomic Electric Company (YAEC) and CL&P, HELCO, PSNH and WMECO. (Exhibit 10.4, 1993 NU Form 10-K, File No. 1-5324) 10.5 Form of Amendment No. 3, dated as of April 1, 1985, to Power Contract between YAEC and each of CL&P, PSNH and WMECO, including a composite restatement of original Power Contract dated June 30, 1959 and Amendment No. 1 dated April 1, 1975 and Amendment No. 2 dated October 1, 1980. (Exhibit 10.5, 1988 NU Form 10-K, File No. 1-5324.) 10.5.1 Form of Amendment No. 4 to Power Contract, dated May 6, 1988, between YAEC and each of CL&P, PSNH and WMECO. (Exhibit 10.5.1, 1989 NU Form 10-K, File No. 1-5324) 10.5.2 Form of Amendment No. 5 to Power Contract, dated June 26, 1989, between YAEC and each of CL&P, PSNH and WMECO. (Exhibit 10.5.2, 1989 NU Form 10-K, File No. 1-5324) 10.5.3 Form of Amendment No. 6 to Power Contract, dated July 1, 1989, between YAEC and each of CL&P, PSNH and WMECO. (Exhibit 10.5.3, 1989 NU Form 10-K, File No. 1-5324) #@** 10.5.4 Form of Amendment No. 7 to Power Contract, dated February 1, 1992, between YAEC and each of CL&P, PSNH and WMECO. (Exhibit 10.5.4, 1993 NU Form 10-K, File No. 1-5324) 10.6 Stockholder Agreement dated as of May 20, 1968 among stockholders of MYAPC. (Exhibit 4.15, File No. 2-30018) 10.7 Form of Power Contract dated as of May 20, 1968 between MYAPC and each of CL&P, HELCO, PSNH and WMECO. (Exhibit 4.14, File No. 2-30018) E-7 #@** 10.7.1 Form of Amendment No. 1 to Power Contract dated as of March 1, 1983 between MYAPC and each of CL&P, PSNH and WMECO. #@**(Exhibit 10.7.1, 1993 NU Form 10-K, File No. 1-5324) 10.7.2 Form of Amendment No. 2 to Power Contract dated as of January 1, 1984 between MYAPC and each of CL&P, PSNH and WMECO. (Exhibit 10.7.2, 1993 NU Form 10-K, File No. 1- 5324) #@** 10.7.3 Form of Amendment No. 3 to Power Contract dated as of October 1, 1984 between MYAPC and each of CL&P, PSNH and WMECO. (Exhibit 10.7.3, 1985 NU Form 10-K, File No. 1-5324) #@** 10.7.4 Form of Additional Power Contract dated as of February 1, 1984 between MYAPC and each of CL&P, PSNH and WMECO. (Exhibit 10.7.4, 1993 NU Form 10-K, File No. 1-5324) 10.8 Capital Funds Agreement dated as of May 20, 1968 between Maine Yankee Atomic Power Company (MYAPC) and CL&P, PSNH, HELCO and WMECO. (Exhibit 4.13, File No. 2-30018) #@** 10.8.1 Amendment No. 1 to Capital Funds Agreement, dated as of August 1, 1985, between MYAPC, CL&P, PSNH and WMECO. (Exhibit 10.6.1, 1985 NU Form 10-K, File No. 1-5324) 10.9 Sponsor Agreement dated as of August 1, 1968 among the sponsors of VYNPC. (Exhibit 4.16, File No. 2-30285) 10.10 Form of Power Contract dated as of February 1, 1968 between VYNPC and each of CL&P, HELCO, PSNH and WMECO. (Exhibit 4.18, File No. 2-30018) 10.10.1 Form of Amendment to Power Contract dated as of June 1, 1972 between VYNPC and each of CL&P, HELCO, PSNH and WMECO. (Exhibit 5.22, File No. 2-47038) #@** 10.10.2 Form of Second Amendment to Power Contract dated as of April 15, 1983 between VYNPC and each of CL&P, PSNH and WMECO. (Exhibit 10.10.2, 1993 NU Form 10-K, File No. 1-5324) #@** 10.10.3 Form of Third Amendment to Power Contract dated as of April 24, 1985 between VYNPC and each of CL&P, PSNH and WMECO. (Exhibit 10.10.3, 1986 NU Form 10-K, File No. 1-5324) 10.10.4 Form of Fourth Amendment to Power Contract dated as of June 1, 1985 between VYNPC and each of CL&P, PSNH and WMECO. (Exhibit 10.10.4, 1986 NU Form 10-K, File No. 1-5324)5324) 10.10.5 Form of Fifth Amendment to Power Contract dated as of May 6, 1988 between VYNPC and each of CL&P, PSNH and WMECO. (Exhibit 10.10.5, 1990 NU Form 10-K, File No. 1-5324) 10.10.6 Form of Sixth Amendment to Power Contract dated as of May 6, 1988 between VYNPC and each of CL&P, PSNH and WMECO. (Exhibit 10.10.6, 1990 NU Form 10-K, File No. 1-5324) E-8 10.10.7 Form of Seventh Amendment to Power Contract dated as of June 15, 1989 between VYNPC and each of CL&P, PSNH and WMECO. (Exhibit 10.10.7, 1990 NU Form 10-K, File No. 1-5324) 10.10.8 Form of Eighth Amendment to Power Contract dated as of December 1, 1989 between VYNPC and each of CL&P, PSNH and WMECO. (Exhibit 10.10.8, 1990 NU Form 10-K, File No. 1-5324) #@** 10.10.9 Form of Additional Power Contract dated as of February 1, 1984 between VYNPC and each of CL&P, PSNH and WMECO. (Exhibit 10.10.9, 1993 NU Form 10-K, File No. 1-5324) 10.11 Capital Funds Agreement dated as of February 1, 1968 between Vermont Yankee Nuclear Power Corporation (VYNPC) and CL&P, HELCO, PSNH and WMECO. (Exhibit 4.16, File No. 2-30018) 10.11.1 Form of First Amendment to Capital Funds Agreement dated as of March 12, 1968 between VYNPC and CL&P, HELCO, PSNH and WMECO. (Exhibit 4.17, File No. 2-30018) #@** 10.11.2 Form of Second Amendment to Capital Funds Agreement dated as of September 1, 1993 between VYNPC and CL&P, HELCO, PSNH and WMECO. (Exhibit 10.11.2, 1993 NU Form 10-K, File No. 1-5324) #** 10.12 Amended and Restated Millstone Plant Agreement dated as of December 1, 1984 by and among CL&P, WMECO and Northeast Nuclear Energy Company (NNECO). (Exhibit 10.17, 1985 NU Form 10-K, File No. 1-5324) 10.13 Sharing Agreement dated as of September 1, 1973 with respect to 1979 Connecticut nuclear generating unit (Millstone 3). (Exhibit 6.43, File No. 2-50142) 10.13.1 Amendment dated August 1, 1974 to Sharing Agreement - 1979 Connecticut Nuclear Unit. (Exhibit 5.45, File No. 2-52392) 10.13.2 Amendment dated December 15, 1975 to Sharing Agreement - 1979 Connecticut Nuclear Unit. (Exhibit 7.47, File No. 2-60806) 10.13.3 Amendment dated April 1, 1986 to Sharing Agreement - 1979 Connecticut Nuclear Unit. (Exhibit 10.17.3, 1990 NU Form 10-K, File No. 1-5324) 10.14 Agreement dated July 19, 1990, among NAESCO and Seabrook Joint owners with respect to operation of Seabrook. (Exhibit 10.53, 1990 NU Form 10-K, File No. 1-5324) 10.15 Sharing Agreement between CL&P, WMECO, HP&E, HWP and PSNH dated as of June 1, 1992. (Exhibit 10.17, 1992 NU Form 10- K,10-K, File No. 1-5324) 10.16 Form of Seabrook Power Contract between PSNH and NAEC, as amended and restated. (Exhibit 10.45, NU 1992 Form 10-K, File No. 1-5324) E-9* 10.17 Agreement (composite) for joint ownership, construction and operation of New Hampshire nuclear, generating units dated as of May 1, 1973. (Exhibit 13-57, File No. 2-48966) 10.17.1 Amendments to Exhibit 10.17 dated May 24, 1974, June 21, 1974 and September 25, 1974. (Exhibit 5.15, File No. 2-51999) 10.17.2 Amendments to Exhibit 10.17 dated October 25, 1974 and January 31, 1975. (Exhibit 5.23, File No. 2-54646) 10.17.3 Sixth Amendment to Exhibit 10.17 dated as of April 18, 1979. (Exhibit 5.4.3, File No. 2-64294) 10.17.4 Seventh Amendment to Exhibit 10.17 dated as of April 18, 1979. (Exhibit 5.4.4, File No. 2-64294) 10.17.5 Eighth Amendment to Exhibit 10.17 dated as of April 25, 1979. (Exhibit 5.4.5, File No. 2-64815) 10.17.6 Ninth Amendment to Exhibit 10.17 dated as of June 8, 1979. (Exhibit 5.4.6, File No. 2-64815) 10.17.7 Tenth Amendment to Exhibit 10.17 dated as of October 10, 1979. (Exhibit 5.4.2, File No. 2-66334) 10.17.8 Eleventh Amendment to Exhibit 10.17 dated as of December 15, 1979. (Exhibit 5.4.8, File No. 2-66492) 10.17.9 Twelfth Amendment to Exhibit 10.17 dated as of June 16, 1980. (Exhibit 5.4.9, File No. 2-68168) 10.17.10 Thirteenth Amendment to Exhibit 10.17 dated as of December 31, 1980. (Exhibit 10.6, File No. 2-70579) * 10.17.11 Fourteenth Amendment to Exhibit 10.17 dated as of June 1, 1982. 10.17.12 Fifteenth Amendment to Exhibit 10.17 dated as of April 27, 1984. (Exhibit 10.14.12, 1984 NU Form 10-K, File No. 1-5324) 10.17.13 Sixteenth Amendment to Exhibit 10.17 dated as of June 15, 1984. (Exhibit 10.14.13, 1984 NU Form 10-K, File No. 1-5324) 10.17.14 Seventeenth Amendment to Exhibit 10.17 dated as of March 8, 1985. (Exhibit 10.13.14, 1985 NU Form 10-K, File No. 1-5324) 10.17.15 Eighteenth Amendment to Exhibit 10.17 dated as of March 14, 1986. (Exhibit 10.13.15, 1986 NU Form 10-K, File No. 1-5324) 10.17.16 Nineteenth Amendment to Exhibit 10.17 dated as of May 1, 1986. (Exhibit 10.13.16, 1986 NU Form 10-K, File No. 1-5324) E-10 10.17.17 Twentieth Amendment to Exhibit 10.17 dated as of July 15, 1986. (Exhibit 10.13.17, 1986 NU Form 10-K, File No. 1-5324) 10.17.18 Twenty-first Amendment to Exhibit 10.17 dated as of November 12, 1987. (Exhibit 10.13.18, 1987 NU Form 10-K, File No. 1-5324) 10.17.19 Twenty-second Amendment to Exhibit 10.17 dated as of January 13, 1989. (Exhibit 10.13.19, 1989 NU Form 10-K, File No. 1-5324) 10.17.20 Twenty-third Amendment to Exhibit 10.17 dated as ofamended through the November 1, 1990. (Exhibit 10.13.20, 1990 NU Form 10- K, File No. 1-5324) 10.17.21twenty-third amendment. 10.17.1 Memorandum of Understanding dated November 7, 1988 between PSNH and Massachusetts Municipal Wholesale Electric Company (Exhibit 10.17, PSNH 1989 Form 10-K, File No. 1-6392) 10.17.2210.17.2 Agreement of Settlement among Joint Owners dated as of January 13, 1989. (Exhibit 10.13.21, 1988 NU Form 10- K,10-K, File No. 1-5324) 10.17.22.110.17.2.1 Supplement to Settlement Agreement, dated as of February 7, 1989, between PSNH and Central Maine Power Company. (Exhibit 10.18.1, PSNH 1989 Form 10-K, File No. 1-6392) 10.18 Amended and Restated Agreement for Seabrook Project Disbursing Agent dated as of November 1, 1990. (Exhibit 10.4.7, File No. 33-35312) 10.18.1 Form of First Amendment to Exhibit 10.18. (Exhibit 10.4.8, File No. 33-35312) * 10.18.2 Form (Composite) of Second Amendment to Exhibit 10.18. (Exhibit 10.18.2, 1993 NU Form 10-K, File No. 1-5324) 10.19 Agreement dated November 1, 1974 for Joint Ownership, Construction and Operation of William F. Wyman Unit No. 4 among PSNH, Central Maine Power Company and other utilities. (Exhibit 5.16 , File No. 2-52900) 10.19.1 Amendment to Exhibit 10.19 dated June 30, 1975. (Exhibit 5.48, File No. 2-55458) 10.19.2 Amendment to Exhibit 10.19 dated as of August 16, 1976. (Exhibit 5.19, File No. 2-58251) 10.19.3 Amendment to Exhibit 10.19 dated as of December 31, 1978. (Exhibit 5.10.3, File No. 2-64294) #** 10.20 Form of Service Contract dated as of July 1, 1966 between each of NU, CL&P and WMECO and the Service Company. (Exhibit 10.20, 1993 NU Form 10-K, File No. 1-5324) 10.20.1 Service Contract dated as of June 5, 1992 between PSNH and the Service Company. (Exhibit 10.12.4, 1992 NU Form 10-K, File No. 1-5324) E-11 10.20.2 Service Contract dated as of June 5, 1992 between NAEC and the Service Company. (Exhibit 10.12.5, 1992 NU Form 10-K, File No. 1-5324) * 10.20.3 Form of Annual Renewal of Service Contract. (Exhibit 10.20.3, 1993 NU Form 10-K, File No. 1-5324) 10.21 Memorandum of Understanding between CL&P, HELCO, Holyoke Power and Electric Company (HP&E), Holyoke Water Power Company (HWP) and WMECO dated as of June 1, 1970 with respect to pooling of generation and transmission. (Exhibit 13.32, File No. 2-38177) #** 10.21.1 Amendment to Memorandum of Understanding between CL&P, HELCO, HP&E, HWP and WMECO dated as of February 2, 1982 with respect to pooling of generation and transmission. (Exhibit 10.21.1, 1993 NU Form 10-K, File No. 1-5324) **#10.21.2 Amendment to Memorandum of Understanding between CL&P, HELCO, HP&E, HWP and WMECO dated as of January 1, 1984 with respect to pooling of generation and transmission. 10.22 New England Power Pool Agreement effective as of November 1, 1971, as amended to November 1, 1988. (Exhibit 10.15, 1988 NU Form 10-K, File No. 1-5324.) 10.22.1 Twenty-sixth Amendment to Exhibit 10.22 dated as of March 15, 1989. (Exhibit 10.15.1, 1990 NU Form 10-K, File No. 1-5324) 10.22.2 Twenty-seventh Amendment to Exhibit 10.22 dated as of October 1, 1990. (Exhibit 10.15.2, 1991 NU Form 10-K, File No. 1-5324) 10.22.3 Twenty-eighth Amendment to Exhibit 10.22 dated as of September 15, 1992. (Exhibit 10.18.3, 1992 NU Form 10-K, File No. 1-5324) * 10.22.4 Twenty-ninth Amendment to Exhibit 10.22 dated as of May 1, 1993. (Exhibit 10.22.4, 1993 NU Form 10-K, File No. 1-5324) 10.23 Agreements among New England Utilities with respect to the Hydro-Quebec interconnection projects. (See Exhibits 10(u) and 10(v); 10(w), 10(x), and 10(y), 1990 and 1988, respectively, Form 10-K of New England Electric System, File No. 1-3446.) 10.24 Trust Agreement dated February 11, 1992, between State Street Bank and Trust Company of Connecticut, as Trustor, and Bankers Trust Company, as Trustee, and CL&P and WMECO, with respect to NBFT. (Exhibit 10.23, 1991 NU Form 10-K, File No. 1-5324) 10.24.1 Nuclear Fuel Lease Agreement dated as of February 11, 1992, between Bankers Trust Company, Trustee, as Lessor, and CL&P and WMECO, as Lessees. (Exhibit 10.23.1, 1991 NU Form 10-K, File No. 1-5324) #@**10.25 Simulator Financing Lease Agreement, dated as of February 1, 1985, by and between ComPlan and NNECO. (Exhibit 10.52, 1985 NU Form 10-K, File No. 1-5324) E-12 #@**10.26 Simulator Financing Lease Agreement, dated as of May 2, 1985, by and between The Prudential Insurance Company of America and NNECO. (Exhibit 10.53, 1985 NU Form 10-K, File No. 1-5324) 10.27 Lease dated as of April 14, 1992 between The Rocky River Realty Company (RRR) and Northeast Utilities Service Company (NUSCO) with respect to the Berlin, Connecticut headquarters (office lease). (Exhibit 10.29, 1992 NU Form 10-K, File No. 1-5324) 10.27.1 Lease datedated as of April 14, 1992 between RRR and NUSCO with respect to the Berlin, Connecticut headquarters (project lease). (Exhibit 10.29.1, 1992 NU Form 10-K, File No. 1-5324) * 10.28 Millstone Technical Building Note Agreement dated as of December 21, 1993 between, by and between The Prudential Insurance Company of America and NNECO. (Exhibit 10.28, 1993 NU Form 10-K, File No. 1-5324) 10.29 Lease and Agreement, dated as of December 15, 1988, by and between WMECO and Bank of New England, N.A., with BNE Realty Leasing Corporation of North Carolina. (Exhibit 10.63, 1988 NU Form 10-K, File No. 1-5324.) 10.30 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) 10.30.1 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) 10.30.2 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) 10.31 Master Trust Agreement dated as of September 2, 1986 between CL&P and WMECO and Colonial Bank as Trustee, with respect to reserve funds for Millstone 1 decommissioning costs. (Exhibit 10.80, 1986 NU Form 10-K, File No. 1-5324) 10.31.1 Notice of Appointment of Mellon Bank, N.A. as Successor Trustee, dated November 20, 1990, and Acceptance of Appointment. (Exhibit 10.41.1, 1992 NU Form 10-K, File No. 1-5324) E-13 10.32 Master Trust Agreement dated as of September 2, 1986 between CL&P and WMECO and Colonial Bank as Trustee, with respect to reserve funds for Millstone 2 decommissioning costs. (Exhibit 10.81, 1986 NU Form 10-K, File No. 1-5324) 10.32.1 Notice of Appointment of Mellon Bank, N.A. as Successor Trustee, dated November 20, 1990, and Acceptance of Appointment. (Exhibit 10.42.1, 1992 NU Form 10-K, File No. 1-5324) 10.33 Master Trust Agreement dated as of April 23, 1986 between CL&P and WMECO and Colonial Bank as Trustee, with respect to reserve funds for Millstone 3 decommissioning costs. (Exhibit 10.82, 1986 NU Form 10-K, File No. 1-5324) 10.33.1 Notice of Appointment of Mellon Bank, N.A. as Successor Trustee, dated November 20, 1990, and Acceptance of Appointment. (Exhibit 10.43.1, 1992 NU Form 10-K, File No. 1-5324) 10.34 NU Executive Incentive Plan, effective as of January 1, 1991. (Exhibit 10.44, NU 1991 Form 10-K, File No. 1-5324) 10.35 Supplemental Executive Retirement Plan for Officers of NU System Companies, Amended and Restated effective as of January 1, 1992. (Exhibit 10.45.1, NU Form 10-Q for the Quarter Ended June 30, 1992, File No. 1-5324) * 10.35.1 Amendment 1 to Exhibit 10.35, effective as of August 1, 1993. *(Exhibit 10.35.1, 1993 NU Form 10-K, File No. 1-5324) 10.35.2 Amendment 2 to Exhibit 10.35, effective as of January 1, 1994. (Exhibit 10.35.2, 1993 NU Form 10-K, File No. 1-5324) 10.36 Loan Agreement dated as of December 2, 1991, by and between NU and Mellon Bank, N.A., as Trustee, with respect to NU's loan of $175 million to an ESOP Trust. (Exhibit 10.46, NU 1991 Form 10-K, File No. 1-5324) * 10.36.1 First Amendment to Exhibit 10.36 dated February 7, 1992. (Exhibit 10.36.1, 1993 NU Form 10-K, File No. 1-5324) 10.36.2 Loan Agreement dated as of March 19, 1992 by and between NU and Mellon Bank, N.A., as Trustee, with respect to NU's loan of $75 million to the ESOP Trust. (Exhibit 10.49.1, 1992 NU Form 10-K, File No. 1-5324) * 10.36.3 Second Amendment to Exhibit 10.36 dated April 9, 1992. (Exhibit 10.36.3, 1993 NU Form 10-K, File No. 1-5324) 10.37 Management Succession Agreement. (Exhibit 10.47, NU Form 10-Q for the Quarter Ended June 30, 1992, File No. 1-5324) 10.38 Employment Agreement. (Exhibit 10.48, NU Form 10-Q for the Quarter Ended June 30, 1992, File No. 1-5324) 13 Annual Report to Security Holders (Each of the Annual Reports is filed only with the Form 10-K of that respective registrant.) E-14 * 13.1 Portions of the Annual Report to Security HoldersShareholders of NU (pages 1716 - 54)50) that have been incorporated by reference into this Form 10-K. 13.2 Annual Report of CL&P. 13.3 Annual Report of WMECO. 13.4 Annual Report of PSNH. 13.5 Annual Report of NAEC. 21 Subsidiaries of the Registrant (Exhibit 22, 1992 NU Form 10-K, File 1-5324) E-1527 Financial Data Schedules (Each Financial Data Schedule is filed only with the Form 10-K of that respective registrant.) 27.1 Financial Data Schedule of NU. 27.2 Financial Data Schedule of CL&P. 27.3 Financial Data Schedule of WMECO.