File No. 70-9543 UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Application of Northeast ) CERTIFICATE PURSUANT TO Utilities and Northeast ) RULE 24 UNDER THE PUBLIC Generation Services ) UTILITY HOLDING COMPANY ACT Company on Form U-1 ) OF 1935 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. 35-27148, March 7, 2000, File No. 70-9543) ("Order"). For the quarter ended March 31, 2001, 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 March 31, 2001, NU's aggregate investment in EWGs was approximately $469.5 million, or 78% of its average Consolidated Retained Earnings of approximately $605.2 million. 2) Consolidated capitalization ratios of NU as of the end of that quarter, with consolidated debt to include all short-term debt and non-recourse debt of the EWG: NU Consolidated Capitalization As of March 31, 2001 -------------------- (thousands of dollars) % ----------- ----- Common shareholders' equity $2,319,082 31.0% Preferred stock 240,468 3.2 Long-term and short-term debt 3,479,304 46.6 Rate reduction bonds 1,438,400 19.2 ---------- ----- $7,477,254 100.0% ========== ===== 3) Analysis of the growth in consolidated retained earnings which segregates total earnings growth of Northeast Generation Company (NGC) from that attributable to other subsidiaries of NU. Retained Earnings statement as of March 31, 2001 NU NGC CONSOLIDATED --- ------------ (Thousands of Dollars) Beginning balance as of December 31, 2000 $23,260 $495,873 Additions: Net income 10,721 112,163 Deductions: Dividends declared-common shares - (14,390) ------- -------- Ending balance as of March 31, 2001 $33,981 $593,646 ======= ======== 4) A statement of revenues and net income for the EWG for the twelve months ending as of the end of that quarter. NGC Twelve months ended March 31, 2001 (Thousands of Dollars) Revenues $135,639 Net Income $ 34,581 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. /s/ John J. Roman ----------------------------- John J. Roman Vice President and Controller Northeast Utilities P.O. Box 270 Hartford, CT 06141-0270 May 29, 2001