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46
Tothe Board of Trustees and Shareholders of Northeast Utilities:
We have audited management’s assessment, included in the
accompanying Company’s Report on Internal Controls Over Financial
Reporting, that Northeast Utilities and subsidiaries (the “Company”)
maintained effective internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal Control—
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Company’s management
is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an opinion on
management’s assessment and an opinion on the effectiveness of the
Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, evaluating
management’sassessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinions.
Acompany’s internal control over financial reporting is a process designed
by, or under the supervision of, the company’s principal executive and
principal financial officers, or persons performing similar functions, and
effected by the company’sboardof trustees, management, and other
personnel to provide reasonable assurance regarding the reliability of
nancial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
Acompany’sinternal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have
amaterial effect on the financial statements.
Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may
not be prevented or detected on a timely basis. Also, projections of
any evaluation of the effectiveness of the internal control over financial
reporting to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained
effective internal control over financial reporting as of December 31,
2005, is fairly stated, in all material respects, based on the criteria
established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31,
2005, based on the criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board(United States), the consolidated
financial statements and financial statement schedules as of and for
the year ended December 31, 2005, of the Company and our report
dated March 7, 2006 expressed an unqualified opinion on those financial
statements and includes an explanatory paragraph regarding the
Company’s recording of significant charges in connection with its decision
to exit certain business lines and the reporting of certain components of
the Company’senergy services businesses as discontinued operations.
Hartford, Connecticut
March 7, 2006
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM