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2008 ANNUAL REPORT
creating an environment for growth

Table of contents

  • Page 1
    creating an environment for growth 2008 ANNUAL REPORT

  • Page 2
    ... Information Trustees and Officers Shareholder Information 2 3 7 16 89 90 creating an environment for growth We're very proud of the financial and operational successes we achieved in 2008. We believe they are a springboard that makes Northeast Utilities one of the region's energy leaders for both...

  • Page 3
    ... (Regulated Retail, kWH-millions) Electric Customers (Average) Gas Customers (Average) Property, Plant and Equipment, Net Market Capitalization as of Year End Share Price as of Year End SHARE PRICE PERFORMANCE (Assumes $100 invested on December 31, 2003, in Northeast Utilities (NU) common shares...

  • Page 4
    ...." To Our Customers, Communities and Shareholders: Strong, well-managed, stable business organizations have never been more important to the future of our region - indeed, to the future of the United States - than they are during these challenging economic times. Northeast Utilities (NU) is such...

  • Page 5
    ...Service Company of New hampshire (PSNh) donated nearly $600,000 to the not-for-profit sector. In Massachusetts, Western Massachusetts Electric Company (WMECO) donated more than $480,000. Additionally, by purchasing $5.7 million in tax credits through the Connecticut LowIncome housing Tax Program, CL...

  • Page 6
    "Our commitment to supporting the region's growth requires an equally strong commitment to implementing sustainable solutions that meet the energy needs of today." 5

  • Page 7
    ...management efficiency programs that have served nearly 400,000 NU customers and save over $50 million in annual electric energy costs, to a 2008 Platts Global Energy Award for excellence in our execution of transmission construction, our noteworthy accomplishments exemplify the vision and leadership...

  • Page 8
    ... use and increasing the use of clean energy resources such as renewable and hydroelectric power. This will help us to reduce our reliance on carbon-emitting fuels. And, over time, we will actively support efforts to use cleaner energy sources to cost-effectively fuel our cars and heat our homes...

  • Page 9
    ... by 67 percent in 2009 to help customers in western Massachusetts make better use of energy resources. We plan to develop a much more expanded energy conservation program for WMECO for 2010 - 2012. In New hampshire, our Clean Air Project at Merrimack Station will dramatically reduce sulfur dioxide...

  • Page 10
    ... project, as conceived, could allow New England to meet nearly onethird of its greenhouse gas reduction goals. We also have planned pilot programs in Connecticut and Massachusetts to demonstrate the benefits of automated metering infrastructure and "smart grid" technology to provide our customers...

  • Page 11
    ... to promoting the efficient use of energy. In 2008, NU worked with a combined conservation and load management budget of about $113 million and provided conservation services to more than 390,000 customers. We also estimate that these energy-efficiency programs of CL&P, PSNh and WMECO will save...

  • Page 12
    meeting our customers' energy needs today and every day P erhaps as you read these words you are looking at the NU Web site (www.nu.com), where this report and much other useful information about the company are available. If so, you are using energy. You probably didn't even think about that ...

  • Page 13
    ... 2008, driven by increased installation of distributed generation and conversions of oil furnaces to natural gas as the fuel of choice. We increased conversions by some 400 percent in our service territory last year, significantly lowering the carbon footprint of these homes and businesses. Our job...

  • Page 14
    .... Each of our operating subsidiaries offers innovative programs and services to help customers with their energy needs by working in partnership with social service agencies to deliver energy assistance, conservation strategies and affordable payment plans. Furthermore, in 2008, we contributed over...

  • Page 15
    ... and alumni associations. The Northeast Utilities Foundation continues to embrace its worthy partners. One such partner is the Connecticut Science Center, a world-class science learning center in hartford that is scheduled to open in 2009. The Foundation announced a grant of $1 million to the...

  • Page 16
    ... of "new media," using Twitter, a free Internet social messaging service, to reach PSNh customers with timely postings and podcasts. The Edison Electric Institute recently honored NU as a winner of the association's "Emergency Response Award" for our outstanding efforts to restore electric power to...

  • Page 17
    ... Management accepts responsibility for the preparation, integrity, and fair presentation of the accompanying consolidated financial statements and concludes that the internal controls over financial reporting were effective as of December 31, 2008. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING...

  • Page 18
    ... that charge, our earnings in 2008 were $290.6 million, or $1.86 per share. • After payment of CL&P preferred dividends, our regulated companies, which consist of CL&P, Public Service Company of New Hampshire (PSNH), Western Massachusetts Electric Company (WMECO), and Yankee Gas Services Company...

  • Page 19
    ... after-tax charge of $3.5 million associated with that decision. • On July 16, 2008, the Massachusetts Department of Public Utilities (DPU) issued a decision requiring all gas and electric utilities to file full decoupling proposals with their next general rate case. On September 2, 2008, WMECO...

  • Page 20
    ... provided by operations in 2008 of $418.5 million, which represented an increase of $429.8 million from 2007. This increase was primarily due to the absence in 2008 of approximately $400 million in tax payments in 2007 related to the 2006 sale of the competitive generation business, partially offset...

  • Page 21
    ... distributed generation and demand side management. These items were partially offset by a 3.7 percent decline in sales, higher operating costs, including full-year storm expenses, maintenance expenses, and interest expense, a $5.8 million pre-tax charge to refund the 2004 procurement incentive fee...

  • Page 22
    .... This anticipated increase of 10 percent or $3 million is reflected in our 2009 earnings guidance. Competitive Businesses: NU Enterprises, which continues to manage to completion its remaining wholesale marketing contracts and manages its energy services activities, earned $13.1 million in 2008, or...

  • Page 23
    ...(Millions of Dollars) 2008 2007 2006 CL&P Transmission PSNH Transmission WMECO Transmission Other Transmission Totals - Transmission CL&P Distribution PSNH Distribution WMECO Distribution Totals - Electric Distribution PSNH Generation Yankee Gas Distribution Corporate service companies Totals $ 97...

  • Page 24
    ... will connect to a new transmission line that National Grid USA plans to build in Rhode Island and Massachusetts. On September 24, 2008, the ISO-NE issued its final technical approval of the NEEWS projects, which was a precursor to the siting application process. We estimate that CL&P's and WMECO...

  • Page 25
    ... due May 1, 2018 and carrying a coupon of 6 percent. Proceeds from the CL&P and PSNH issuances were used to repay short-term debt, to fund each company's ongoing capital investment programs, and for general working capital purposes. On June 5, 2008, NU parent sold $250 million of senior unsecured...

  • Page 26
    ... continue increasing the dividend at a rate above industry average and to provide an attractive return to shareholders. In general, the regulated companies pay approximately 60 percent of their cash earnings to NU parent in the form of common dividends. In 2008, CL&P, PSNH, WMECO and Yankee Gas paid...

  • Page 27
    ... 31, 2008, CL&P is not exposed to Constellation in terms of credit risk, and Constellation is performing on specific contracts. In the event of Constellation's default, CL&P would be required to provide standard offer type services directly to customers until a substitute supplier could be arranged...

  • Page 28
    ... in rates charged to customers of our regulated companies. Transmission rate Matters and FerC regulatory Issues CL&P, PSNH and WMECO and most other New England utilities, generation owners and marketers are parties to a series of agreements that provide for coordinated planning and operation of...

  • Page 29
    ... in wholesale rates charged to CL&P in standard offer type contracts. Massachusetts passed legislation in July 2008 that did not set an auction clearing price threshold for RGGI auctions. This law requires 80 percent of RGGI auction proceeds to be allocated to utility energy efficiency and demand...

  • Page 30
    ... campaign began in November 2008. CL&P is required to submit a report on the customer response to the pilot, including technical capabilities of AMI meters and customer response to peak-time based rates by December 1, 2009. The estimated incremental cost of the program currently has a range of $10...

  • Page 31
    ... 26, 2009. Customer Service and Metering Dockets: In 2008, the DPUC issued final decisions in a docket examining the manner of operation and accuracy of CL&P's electric meters and in a docket investigating CL&P billing errors involving approximately 2,000 customers on time of use rates. In the...

  • Page 32
    ... by PSNH through its ES rates. Massachusetts: Distribution rates: On January 1, 2008, WMECO's distribution rates increased by $3 million annually as approved by the DPU in December 2006. WMECO adjusted its rates to include the distribution increase, new basic service contracts, and changes in...

  • Page 33
    ... energy services activities. Wholesale Marketing: During 2008 Select Energy continued to manage its remaining PJM power pool wholesale sales contract and its related supply contracts, which expired on May 31, 2008, and its long-term wholesale sales contract with the New York Municipal Power Agency...

  • Page 34
    .... Currently, Select Energy also has a derivative contract for which a portion of the contract's fair value is determined based upon a model. The model utilizes natural gas prices and a heat rate conversion factor to determine off-peak electricity prices for one New York routinely quoted hub zone for...

  • Page 35
    ... to estimate because of a number of uncertainties at this time. Further developments may require a material increase to this reserve. HWP's share of the remediation costs related to this site is not recoverable from customers. Fair value Measurements: We adopted SFAS No. 157 as of January 1, 2008...

  • Page 36
    ...CL&P is a cost-of-service, rate regulated entity, the cost or benefit of the contracts is expected to be fully recovered from or refunded to CL&P's customers, and an offsetting regulatory asset or liability was recorded to reflect these changes. Implementing SFAS No. 157 resulted in a total increase...

  • Page 37
    ... postretirement benefit expense. The current conditions in the credit market could negatively impact the assets in our trusts, but at this time we still believe that the 8.75 percent rate and the 6.85 percent rate for respective Pension and PBOP Plan assets are appropriate long-term rate of return...

  • Page 38
    ...Plan's and PBOP Plan's reported cost as a result of a change in the following assumptions by 50 basis points (in millions): at December 31, pension plan Cost assumption Change 2008 2007 postretirement plan Cost 2008 2007 Lower long-term rate of return Lower discount rate Lower compensation increase...

  • Page 39
    ... flow projections, operating cost escalation rates, rates of return, a risk-adjusted discount rate, and long-term earnings and merger multiples of comparable companies. We determined the discount rate using the capital asset pricing model methodology. This methodology uses a weighted average cost of...

  • Page 40
    ... meter readings become available, when changes in estimating methodology occur and under other circumstances. There were no changes in estimating methodology in 2008. The regulated companies estimate unbilled revenues monthly using the daily load cycle (DLC) method. The DLC method allocates billed...

  • Page 41
    ... pay the developer the difference between capacity, forward reserve and energy market revenues and a cost-of-service payment stream for 30 years. The ultimate cost or benefit to CL&P under these contracts will depend on the costs of plant construction and operation and the prices that the projects...

  • Page 42
    ... fuel disposal costs, a positive $20.8 million of net changes in fair value and a negative $4.9 million of net unamortized premium and discount as of December 31, 2008. (c) Estimated interest payments on fixed-rate debt are calculated by multiplying the coupon rate on the debt by its scheduled...

  • Page 43
    ...2008 and higher PSNH fuel expense ($28 million) primarily due to higher forward energy market prices, partially offset by a decrease in payments to higher priced IPPs in 2008 as contracts expired. Competitive businesses' expenses increased due to higher Select Energy purchased power expenses related...

  • Page 44
    ... NU parent and other companies' expenses are higher by $54 million in 2008 primarily due to the $49.5 million payment to Con Edison resulting from the settlement of litigation. Competitive businesses' expenses are higher by $6 million primarily due to higher operating costs at the remaining services...

  • Page 45
    ... of the competitive businesses. Fuel expense from the regulated companies decreased primarily due to lower fuel, purchased and net interchange power expenses at CL&P, PSNH and WMECO ($431 million), mainly due to a decrease in standard offer supply costs as a result of a reduction in load caused by...

  • Page 46
    ... of the accompanying consolidated financial statements of Northeast Utilities and subsidiaries (NU or the Company) and of other sections of this annual report. NU's internal controls over financial reporting were audited by Deloitte & Touche LLP. Management is responsible for establishing and...

  • Page 47
    ... opinions. A company'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's board of directors, management, and other...

  • Page 48
    ... for uncollectible accounts of $43,275 in 2008 and $25,529 in 2007 Unbilled revenues Taxes receivable Fuel, materials and supplies Marketable securities - current Derivative assets - current Prepayments and other Property, Plant and Equipment: Electric utility Gas utility Other Less: Accumulated...

  • Page 49
    ...) 2008 2007 2006 Operating Revenues Operating Expenses: Operation Fuel, purchased and net interchange power Other Maintenance Depreciation Amortization of regulatory assets, net Amortization of rate reduction bonds Taxes other than income taxes Total operating expenses Operating Income...

  • Page 50
    ... December 31, (Thousands of Dollars) 2008 2007 2006 Net Income Other comprehensive (loss)/income, net of tax: Qualified cash ï¬,ow hedging instruments Changes in unrealized gains on securities Change in funded status of pension, SERP and other post retirement plans Minimum SERP liability Other...

  • Page 51
    ...fits - ESOP Change in restricted shares, net Change in treasury stock Tax deduction for stock options exercised and Employee Stock Purchase Plan disqualifying dispositions Capital stock expenses, net Other comprehensive income Balance as of December 31, 2007 Net income for 2008 Dividends on common...

  • Page 52
    ...of investment tax credits Pension and PBOP expense and contributions, net of capitalized portion Stock-based compensation expense Allowance for equity funds used during construction Impairment of marketable securities (Deferral)/amortization of recoverable energy costs Amortization of rate reduction...

  • Page 53
    ... for rates, accounting and other matters by the FERC and/or applicable state regulatory commissions. regulated Companies: CL&P, PSNH and WMECO furnish franchised retail electric service in Connecticut, New Hampshire and Massachusetts, respectively. Yankee Gas owns and operates Connecticut's largest...

  • Page 54
    ...NU's wholesale transmission revenues are collected under the New England Independent System Operator (ISO-NE) FERC Electric Tariff No. 3, Transmission, Markets and Services Tariff (Tariff No. 3). Tariff No. 3 includes Regional Network Service (RNS) and Schedule 21 - NU rate schedules to recover fees...

  • Page 55
    ...than exited the contracts. The company also recorded changes in fair value of certain derivative contracts of CL&P. Because CL&P is a cost-of-service, rate regulated entity, the cost or benefit of the contracts is expected to be fully recovered from or refunded to CL&P's customers, and an offsetting...

  • Page 56
    ... of CL&P, PSNH and WMECO, along with Yankee Gas' distribution segment, continue to be cost-of-service, rate regulated. Management believes that the application of SFAS No. 71 to those segments continues to be appropriate. Management also believes it is probable that NU's regulated companies will...

  • Page 57
    ... benefit costs are in rate base. Unrecovered Contractual Obligations: Under the terms of contracts with the Connecticut Yankee Atomic Power Company (CYAPC), Yankee Atomic Electric Company (YAEC), and Maine Yankee Atomic Power Company (MYAPC) (Yankee Companies), CL&P, PSNH, and WMECO are responsible...

  • Page 58
    ...Net: PSNH default energy service (ES) revenues and costs are fully tracked, and the difference between ES revenues and costs are deferred. ES deferrals are being collected from/refunded to customers through a charge/(credit) in the subsequent ES rate period. pension and pBOp Liabilities - Yankee Gas...

  • Page 59
    ... liability and change in fair value of energy contracts Allowance for uncollectible accounts and other Total deferred tax assets - current Net deferred tax (assets)/liabilities - current Deferred tax liabilities - long-term: Accelerated depreciation and other plant-related differences Employee bene...

  • Page 60
    ...31, 2008: Description Tax Years Net property, plant and equipment Construction work in progress Total property, plant and equipment, net NU uses the direct expense method to account for planned major maintenance expenses primarily related to generation at PSNH. NU charges planned major maintenance...

  • Page 61
    ... well as a company's capitalization (preferred stock, long-term debt and common equity). The average rate is applied to average eligible CWIP amounts to calculate AFUDC. Although AFUDC was recorded on 100 percent of CL&P's CWIP for its major transmission projects in southwest Connecticut, 50 percent...

  • Page 62
    ...) supply procurement. The conservation and load management incentives relate to incentives earned if certain energy and demand savings goals are met. The Energy Independence Act incentives relate to incentives earned under the Act to encourage regulated companies to construct distributed generation...

  • Page 63
    ... 31, 2008, 2007 and 2006, the majority of the other operating expenses were for general and administrative employee salaries, NUSCO's salary expenses, and conservation and load management customer assistance costs. U. Marketable Securities Supplemental benefit trust and spent nuclear fuel trust: NU...

  • Page 64
    ... as follows: at December 31, 2008 assets (Millions of Dollars) Current Long-Term Liabilities Current Long-Term Net Total NU Enterprises: Wholesale Regulated Companies Gas: Supply Regulated Companies Electric: Supply/Stranded Costs NU Parent: Interest Rate Hedging Totals $ 31.4 - $ 1.9 219.1 20...

  • Page 65
    ...Term Liabilities Current Long-Term Net Total NU Enterprises: Wholesale Regulated Companies Gas: Supply Interest Rate Hedging Regulated Companies Electric: Supply/Stranded Costs Interest Rate Hedging NU Parent: Interest Rate Hedging Totals contracts with options to curtail delivery. These contracts...

  • Page 66
    ... million in markto-market gains in 2007. An offsetting regulatory liability was recorded, as management believes the benefit of this arrangement will be refunded to customers in rates. PSNH has entered into FTR contracts to limit the congestion costs associated with its delivery service. At December...

  • Page 67
    ...) 2008 2007 2006 $ 7.0 pension plan COLa: On May 4, 2007, NU's Board of Trustees approved a cost of living adjustment (COLA) that increased retiree pension benefits for certain participants in the Pension Plan. The COLA was announced on May 8, 2007 at the annual meeting of NU's shareholders...

  • Page 68
    ... service requirements. For current employees and certain retirees, the total benefit is limited to two times the 1993 per retiree health care cost. These costs are charged to expense over the estimated work life of the employee. NU uses a December 31st measurement date for the PBOP Plan. NU annually...

  • Page 69
    ...its transition obligation, prior service cost, and unrecognized net actuarial gain/(loss) over the remaining service lives of its employees as calculated on an individual operating company basis. The accumulated benefit obligation for the Pension Plan was $2 billion at December 31, 2008 and 2007 and...

  • Page 70
    ... financial statements. The following actuarial assumptions were used in calculating the plans' year end funded status: at December 31, pension Benefits and Serp Balance Sheets 2008 2007 postretirement Benefits 2008 2007 Transition obligation at beginning of year Amounts reclassified as net...

  • Page 71
    ... postretirement Benefits 2008 2007 2006 at December 31, pension Benefits 2008 and 2007 Target asset allocation Equity Securities: United States Non-United States Emerging markets Private Debt Securities: Fixed income High yield fixed income Real Estate 40% 17% 5% 8% 25% 5% assumed rate of return...

  • Page 72
    ... an Employee Share Purchase Plan (ESPP) and other long-term equity-based incentive plans under the Northeast Utilities Incentive Plan (Incentive Plan) in which NU employees and officers are entitled to participate. NU records compensation cost related to these plans, as applicable, for shares issued...

  • Page 73
    .... An income tax rate of 40 percent is used to estimate the tax effect on total share-based payments determined under the fair value-based method for all awards. e. Other retirement Benefits NU provides benefits for retirement and other benefits for certain current and past company officers. The...

  • Page 74
    ... to collect a fixed procurement fee of 0.50 mills per kilowatt-hour (KWH) from customers that purchased TSO service from 2004 through the end of 2006. One mill is equal to one tenth of a cent. In prior years, CL&P submitted to the DPUC its proposed methodology to calculate the variable incentive...

  • Page 75
    ... and begun to implement plans for additional investigations in conformity with MA DEP's guidance letter, including estimated costs and schedules. These matters are subject to ongoing discussions with MA DEP and HG&E and may change from time to time. At this time, management believes that the...

  • Page 76
    ...contractual commitments related to CL&P's standard or last resort service or WMECO's default service, both of which represent contractual commitments that are conditional upon CL&P and WMECO customers' use of energy, and PSNH's short-term power supply management. renewable energy Contracts: CL&P has...

  • Page 77
    ... the long-term storage of its spent fuel. The Yankee Companies collect decommissioning and closure costs through wholesale, FERC-approved rates charged under power purchase agreements with several New England utilities, including NU's electric utility companies. These companies in turn recover these...

  • Page 78
    ... covering ongoing projects Performance guarantee and insurance bonds Performance guarantees and surety bonds for retail marketing contracts Performance guarantees for wholesale contracts Letters of credit Surety bonds (4) Not Specified (1) None Energy Capital Partners (Competitive Generation...

  • Page 79
    ... cash items. preferred Stock, Long-Term Debt and rate reduction Bonds: The fair value of NU's fixed-rate securities is based upon pricing models that incorporate quoted market prices for those issues or similar issues adjusted for market conditions. Adjustable rate securities are assumed to have...

  • Page 80
    ... and are included in current and long-term marketable securities on the accompanying consolidated balance sheets. at December 31, (Millions of Dollars) 2008 2007 (Millions of Dollars) at December 31, 2007 pre-Tax Gross Unrealized Gains amortized Cost(1) estimated Fair value Supplemental bene...

  • Page 81
    ... deficiency would need to be satisfied by the deposit of cash or bonds. Essentially all utility plant of CL&P, PSNH and Yankee Gas is subject to the liens of each company's respective first mortgage bond indenture. NU and its subsidiaries' tax-exempt bonds contain call provisions ranging between 100...

  • Page 82
    ... credit agreement, and the ability of NU's subsidiaries to pay common dividends to it. CL&P, PSNH, and WMECO are subject to Section 305 of the Federal Power Act that makes it unlawful for a public utility to make or pay a dividend from any funds "properly included in its capital account." Management...

  • Page 83
    .... These amounts are net of income taxes of approximately $0.2 million for the year ended December 31, 2008. 2008 NU parent CL&p pSNh The following table provides the forward starting interest rate swap transactions entered into by the company, CL&P, PSNH, WMECO and Yankee Gas to hedge interest...

  • Page 84
    ... operations of $2.1 million primarily relates to the favorable resolution of legal and contract issues from businesses sold of $4.2 million, partially offset by charges related to the sale of the competitive generation business, including a $1.9 million charge resulting from a purchase price...

  • Page 85
    ..., 2008 and 2007. As a result of the sale of NU Enterprises' retail marketing and competitive generation businesses, the financial information used by management was reduced to the remaining wholesale contracts, the operations of the remaining energy services businesses and NU Enterprises parent. As...

  • Page 86
    ... the segment schedules due to rounding): regulated Companies Distribution(1) (Millions of Dollars) For the Year ended December 31, 2008 electric Gas Transmission NU enterprises Other eliminations Total Operating revenues Depreciation and amortization Other operating expenses Operating income/(loss...

  • Page 87
    ... first and refunding mortgage bonds with a coupon rate of 5.5 percent and a maturity date of February 1, 2019. The proceeds from this issuance will be used to repay short-term debt and to fund CL&P's ongoing capital investment programs. CONSOLIDaTeD STaTeMeNTS OF QUarTerLY FINaNCIaL DaTa (UNaUDITeD...

  • Page 88
    ... Operations Cumulative Effects of Accounting Changes, Net of Tax Benefits Net Income/(Loss) Basic Common Shares Outstanding (Average) Fully Diluted Common Shares Outstanding (Average) Dividends Per Share Market Price - Closing (high) (b) Market Price - Closing (low) (b) Market Price - Closing...

  • Page 89
    ...) 2008 revenues: (Thousands) 2007 2006 2005 2004 Regulated companies: Residential Commercial Industrial Wholesale Streetlighting and Railroads Miscellaneous and eliminations Total Electric Total Gas Total - Regulated companies NU Enterprises: Retail Wholesale Generation Services Miscellaneous...

  • Page 90
    ...President - Utility Services Laurie e. aylsworth Vice President - Transmission Projects, Engineering and Maintenance Electric & Gas Operating Company Officers CL&P - The Connecticut Light and Power Company PSNH - Public Service Company of New Hampshire WMECO - Western Massachusetts Electric Company...

  • Page 91
    ...The Connecticut Light and Power Company, Public Service Company of New Hampshire, Western Massachusetts Electric Company and Yankee Gas Services Company. Dividend Reinvestment Plan Northeast Utilities offers a dividend reinvestment plan called BuyDIRECT. This plan is sponsored by the stock transfer...

  • Page 92
    ...environmental performance; and • practice stewardship by managing our operations with genuine care and by working to reduce or eliminate significant environmental impacts and prevent pollution resulting from our activities. To that end, our 2008 annual report is printed on recycled paper using...

  • Page 93

  • Page 94
    P.O. Box 270 Hartford, Connecticut 06141-0270 1-800-286-5000 www.nu.com