File No. 70-10177 UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Application of Northeast Utilities, ) CERTIFICATE PURSUANT TO RULE 24 NU Enterprises, Inc., ) UNDER THE PUBLIC UTILITY HOLDING Select Energy, Inc. ) COMPANY ACT OF 1935 on Form U-1 ) Pursuant to the requirements of Rule 24 under the Public Utility Holding Company Act of 1935, Northeast Utilities ("NU"), a registered holding company, hereby files this quarterly report as required by the Securities and Exchange Commission's order authorizing the use of proceeds of financing transaction for investment in Exempt Wholesale Generators. (HCAR No. 35-27868, June 30, 2004, and HCAR No. 35-27868A, July 2, 2004, File No. 70-10177) ("Order"). For the quarter ended June 30, 2004, the following information is reported pursuant to the Order. 1) A computation in accordance with rule 53(a) (as modified by the Commission's order in this proceeding) of NU's aggregate investment in EWGs. As of June 30, 2004, NU's aggregate investment in EWGs was approximately $448.2 million, or 53.6% of its average Consolidated Retained Earnings for the most recent four quarters of approximately $836.0 million. 2) A computation in accordance with rule 53(a) setting forth NU's "aggregate investment" in EWGs as a percentage of (a) total consolidated capitalization; (b) net utility plant; (c) total consolidated assets; and (d) aggregate market value of NU's common equity, all as of the end of the quarter. -------------------------------------------------------------------------- As of June 30, 2004 -------------------------------------------------------------------------- (Thousands of Dollars) % --- NU's Aggregate investment in EWG's $ 448,174 - a) Total consolidated capitalization 6,684,850 6.7% b) Net utility plant 5,641,750 7.9 c) Total consolidated assets 11,513,789 3.9 d) Aggregate market value of NU's common equity 2,323,458 19.3 3) Consolidated capitalization ratios of NU, CL&P, PSNH and WMECO as of the end of the quarter, with consolidated debt to include all short-term debt and non-recourse debt of the EWG(s): NU Consolidated -------------------------------------------------------------------------- As of June 30, 2004 -------------------------------------------------------------------------- (Thousands of Dollars) % --- Common shareholders' equity $2,323,458 34.8% Preferred stock 116,200 1.7 Long-term and short-term debt 2,605,848 39.0 Rate reduction bonds 1,639,344 24.5 ---------- ----- $6,684,850 100.0% ========== ===== Connecticut Light and Power Company (CL&P) -------------------------------------------------------------------------- As of June 30, 2004 -------------------------------------------------------------------------- (Thousands of Dollars) % --- Common shareholder's equity $ 741,196 25.1% Preferred stock 116,200 3.9 Long-term and short-term debt 1,032,383 35.0 Rate reduction bonds 1,060,902 36.0 ---------- ----- $2,950,681 100.0% ========== ===== Public Service Company of New Hampshire (PSNH) -------------------------------------------------------------------------- As of June 30, 2004 -------------------------------------------------------------------------- (Thousands of Dollars) % --- Common shareholder's equity $ 385,795 29.5% Long-term and short-term debt 469,385 36.0 Rate reduction bonds 450,814 34.5 ---------- ----- $1,305,994 100.0% ========== ===== Western Massachusetts Electric Company (WMECO) -------------------------------------------------------------------------- As of June 30, 2004 -------------------------------------------------------------------------- (Thousands of Dollars) % --- Common shareholder's equity $ 162,336 34.4% Long-term and short-term debt 181,754 38.5 Rate reduction bonds 127,628 27.1 ---------- ----- $ 471,718 100.0% ========== ===== 4) Analysis of the growth in consolidated retained earnings which segregates total earnings growth of NGC and each additional EWG from that attributable to other subsidiaries of NU. Retained earnings statement as of June 30, 2004: -------------------------------------------------------------------------- NU NGC Consolidated -------------------------------------------------------------------------- (Thousands of Dollars) Beginning balance as of April 1, 2004 $34,618 $857,197 Additions: Net income 11,787 22,883 Deductions: Dividends declared-common shares 7,000 39,998 ------- -------- Ending balance as of June 30, 2004 $39,405 $840,082 ======= ======== -------------------------------------------------------------------------- 5) A statement of revenues and net income for each EWG for the twelve months ending as of the end of the quarter. -------------------------------------------------------------------------- Twelve Months Ended June 30, 2004 NGC -------------------------------------------------------------------------- (Thousands of Dollars) Revenues $148,736 Net Income $ 39,443 -------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. NORTHEAST UTILITIES /s/ John P. Stack ------------------------------------------ John P. Stack Vice President - Accounting and Controller Northeast Utilities P.O. Box 270 Hartford, CT 06141-0270 August 25, 2004