EXHIBIT 99.1









Independent Auditors' Report









The Stockholders and Board of Directors of
Vermont Yankee Nuclear Power Corporation:



We have audited the accompanying balance sheets of Vermont Yankee Nuclear Power Corporation as of December 31, 2007 and 2006, and the related statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2007.  These financial statements are the responsibility of Vermont Yankee Nuclear Power Corporation's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vermont Yankee Nuclear Power Corporation as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

As discussed in note 2(g) to the financial statements, the Company adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit and Other Postretirement Plans, as of December 31, 2007.







KPMG LLP

Burlington, Vermont
February 13, 2008



























1

|VERMONT YANKEE NUCLEAR POWER CORPORATION
STATEMENTS OF INCOME(Dollars in thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Operating revenues
Operating expenses:   Purchased Power
   Nuclear fuel expense (NOTE 3)
   Other operating expense (income) (NOTE 2f)
   Taxes on income (NOTE 8)
   Other taxes
   Total operating expenses
Operating income (loss)
Other income (expense):   Spent fuel disposal trust income (NOTES 4 and 7)
   Interest income on income tax refunds
   Taxes on other income (NOTE 8)
   Other, net
   Total other income, net
Income before interest expense
Interest expense:   Interest on spent fuel disposal fee obligation (NOTE 7)
   Other interest expense
   Total interest expense
Net income
|See accompanying notes to financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                









































2

|VERMONT YANKEE NUCLEAR POWER CORPORATION
BALANCE SHEETS(Dollars in thousands)                                                                                                                                                                                                                                                                                                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|ASSETS
Long-term investments, at fair value:   Spent fuel disposal trust (NOTES 2b, 4, 6 and 7)
   Corporate owned life insurance policies (NOTES 2b, 4 and 6)
   Pension benefit trust (NOTES 2b, 4 and 6)
   Total long-term investments                                                                                                                                                                                                          
|Current assets:   Cash and cash equivalents (NOTE 2d)
   Accounts receivable from sponsors (NOTE 1)
   Tax refunds and other receivables
   Total current assets                                                                                                                                                                                                                                                                                    
|Deferred charges:   Deferred DOE enrichment site decontamination and
      decommissioning fee (NOTE 3)
   Accumulated deferred income taxes (NOTE 8)
   Prepaid postretirement benefits (NOTE 10)
   Regulatory assets and other deferred charges (NOTES 3, 4 and 10)
   Total deferred charges and other assets                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|CAPITALIZATION AND LIABILITIES
Capitalization:   Common stock ($100 par; authorized 400,100 shares; issued 208,422 shares)
   Additional paid-in capital
   Retained earnings
   Total capitalization
Commitments and contingencies (NOTES 5 and 11)
Spent fuel disposal fee and accrued interest (NOTES 6 and 7)Current liabilities:   Accounts payable
   Accrued taxes
   Other current liabilities (NOTES 2e an 10)
   Total current liabilities
|Deferred credits and other liabilities:   Accrued pension benefits (NOTE 10)
   Other employee benefits (NOTE 10)
   Accumulated deferred income taxes (NOTE 8)
   Regulatory liabilities and other deferred credits (NOTES 3, 4 and 10)
   Total deferred credits and other liabilities                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|See accompanying notes to financial statements                                                                                                                                                                                                                                                                                                                                                                                                      











3

|VERMONT YANKEE NUCLEAR POWER CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY(Dollars in thousands)                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                            
|                                                                                                                                                            
|Balance - December 31, 2004                                                                                                                                 
|Net income
   Regular cash dividends declared on 
      common stock
   Liquidating cash dividend declared on 
      common stockBalance - December 31, 2005
|Net income
   Regular cash dividends declared on 
      common stock
   Liquidating cash dividend declared on 
      common stockBalance - December 31, 2006
|Net income
   Regular cash dividends declared on 
      common stock
   Liquidating cash dividend declared on 
      common stockBalance - December 31, 2007
|See accompanying notes to financial statements.                                                                                                             















































4

|VERMONT YANKEE NUCLEAR POWER CORPORATION
STATEMENTS OF CASH FLOWS(Dollars in thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by 
     operating activities:
   Deferred tax (benefit) expense
   Amortization of deferred investment tax credits
   Amortization of DOE enrichment site decontamination and 
    decommissioning fee
   Nuclear fuel disposal fee interest accrual
   Spent fuel disposal trust earnings
   (Increase) decrease in accounts receivable
   (Increase) decrease in tax refunds and other receivables
   Decrease in DOE enrichment site decontamination and 
    decommissioning fee liabilities
   Increase (decrease) in accounts payable and accrued liabilities
   (Decrease) increase in accrued taxes
   Net change in other assets and liabilities
      Total adjustments
Net cash provided by operating activities
|Cash flows from investing activities:
   Proceeds from sale/redemption of securities
   Purchase of securities
   Purchase of Corporate owned life insurance policies
Net cash (used for) provided by investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Cash flows from financing activities:
   Dividend payments out of retained earnings
   Liquidating dividend payments
Net cash used for financing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|See accompanying notes to financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       































5

Notes to Financial Statements



NOTE 1. Nature of Business



Vermont Yankee Nuclear Power Corporation ("the Company") was incorporated under the laws of the State of Vermont on August 4, 1966.  The Company was formed by a group of New England utilities for the purpose of constructing and operating a nuclear-powered electric generating plant ("the Plant").  The names of the sponsoring utilities (collectively "the Sponsors") and their respective entitlement percentages of the capacity and output of the Plant are as follows:  Central Vermont Public Service Corporation with 35.0%, New England Power Company with 22.5%, Green Mountain Power Corporation with 20.0%, The Connecticut Light and Power Company with 9.5%, Central Maine Power Company with 4.0%, Public Service Company of New Hampshire with 4.0%, NSTAR Electric Company with 2.5%, and Western Massachusetts Electric Company with 2.5%.  The Company repurchased the shares of its common stock held by five of the eight Sponsors in 2003 and retired the shares in 2004.  Custom Investment Corporation (a wholly-owned subsidiary of Central Vermont Public Service Corporation), Green Mountain Power Investment Company (a wholly-owned subsidiary of Green Mountain Power Corporation) and Central Maine Power Company are the remaining stockholders of the Company.



The Company sold the Plant to Entergy Nuclear Vermont Yankee, LLC ("Entergy") on July 31, 2002 after having signed a Purchase and Sale Agreement (as amended, the "PSA") on August 15, 2001.  Under the PSA, in addition to paying the purchase price, Entergy assumed the Company's obligation to operate and decommission the Plant in exchange for the transfer of ownership of the Plant and related assets (including but not limited to, the Vermont Yankee Nuclear Power Station and site; corporate offices and training facility; nuclear fuel inventories; switchyards and transformers; materials and supplies inventories; decommissioning trust funds; assets funding employee benefit plans assumed by Entergy; insurance policies; licenses and permits) and liabilities (including but not limited to, decommissioning liabilities and associated costs; pre-sale spent nuclear fuel; employee benefit liabilities; environmental liabilities; and nuclear liabilities) to Entergy.  Assets specifically excluded from the sale included the Vermont Yankee Spent Fuel Disposal Trust and any short or long-term financial instruments. Liabilities specifically excluded were the pre-1983 spent fuel disposal cost liability; outstanding debt, including bonds and bank facilities; and any potential liabilities associated with pre-closing off-site disposal of hazardous materials. Sale proceeds were sufficient to retire all of the Company's then current debt including its First Mortgage Bonds and borrowings under its Secured Credit Agreement.



The PSA requires the Company to purchase from Entergy essentially all of the facility product (energy, capacity and other facility product) available from the Plant at the time of the sale through March 21, 2012 pursuant to a Power Purchase Agreement (as amended, the "PPA") with prices that generally range from 3.9 cents to 4.5 cents per kilowatt-hour.  The PPA prices are subject to a "low market adjuster" that provides for lower power purchase prices if the market price of power is significantly less than the PPA price.  In 2006, Entergy increased the capacity of the Plant by nearly 20%.  Since the Company has no right or obligation to the resulting additional facility product, its entitlement has now been reduced from 100% to approximately 83%.



The Company has entered into Power Contracts, Additional Power Contracts and 2001 Amendatory Agreements (collectively, as amended, the "Power Contracts") with each of the Sponsors that have been accepted for filing with the Federal Energy Regulatory Commission ("FERC").  Under the terms of the Power Contracts, each of the Sponsors is entitled and obligated to pay the Company an amount equal to its entitlement percentage of the Company's total operating expenses, an allowed return on equity, and PSA and PPA costs, and to repurchase from the Company the output and other facility product purchased by the Company in the stated entitlement percentages.



The Plant commenced commercial operation on November 30, 1972, and except during maintenance and refueling outages, has been in full operation since that time.  The Plant currently has a net maximum dependable capacity of approximately 620 megawatts and the Company is currently entitled and obligated to purchase approximately 83% of the output and other facility product from the Plant.



The Plant is currently licensed by the Nuclear Regulatory Commission to operate until March 21, 2012; although Entergy is attempting to obtain a twenty year license extension.  Several other nuclear plants have successfully extended their operating licenses.  There are other nuclear plants, including some in the Northeast, that have shut down prior to the end of their license lives for economic reasons.  As a result of the sale of the Plant, shutting down and decommissioning the Plant is no longer a responsibility of the Company, and in the event of a plant shutdown, the Company is under no obligation to supply power to the Sponsors.

6

NOTE 2. Summary of Significant Accounting Policies



(a)	Regulations and Operations

The Company is subject to regulations prescribed by the FERC and the Public Service Board of the State of Vermont with respect to accounting and other matters.  In accordance with Statement of Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation, the Company records certain assets and liabilities in accordance with the economic effects of the rate making process.

The Company recognizes revenue pursuant to the terms of the Power Contracts, Additional Power Contracts and Amendatory Agreements filed with the FERC.  The Sponsors, a group of eight New England utilities, are severally obligated to pay the Company each month their entitlement percentage of amounts equal to the Company's total operating expenses, an allowed return on equity (7.5% since July 31, 2002) and any PPA costs incurred on a unit contingent basis.  All Sponsors are committed to such payments regardless of the Plant's operating level or whether the Plant is out of service during the period.

(b)	Long-Term Investments

The Company accounts for its investments in long-term funds at fair value as required by Statement of Financial Accounting Standards No. 115.  See NOTE 4 for further discussion of this accounting method.  The cash surrender values of Company-owned life insurance policies are presumed to represent their fair values. Increases and decreases in cash surrender values other than those resulting from premium payments or withdrawals are recorded to income or expense as appropriate.

(c)	Taxes on Income

Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized.

(d)	Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with an original maturity of three months or less to be cash equivalents.

(e)	Other Current Liabilities

Other current liabilities include the Company's estimate of costs incurred for which no invoice has been received by the balance sheet date and accrued payroll and benefit costs.

(f)	Other Operating Expense

Other operating expense consists of costs incurred by the Company during the period for various items including employee salaries, employee benefits, attorneys, accountants, contractors, insurance, telephone and office supplies.  The amounts reported include refunds of prior year expenses including insurance return premiums of $1.6 million, $1.5 million and $1.6 million for 2007, 2006 and 2005, respectively.

(g)	New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements no. 87, 88, 106 and 132(R).  SFAS No. 158 requires company plan sponsors to display the net over or under funded position of a defined benefit pension or postretirement plan as an asset or liability, with any unrecognized prior service costs, transition obligations or actuarial gains/losses reported as a component of other comprehensive income in stockholders' equity.  However, since the amount of unrecognized prior service costs, transition obligations and actuarial gains/losses is recoverable under SFAS No. 71 for regulated utilities, it has been recorded as a regulatory asset/liability.  The recognition and disclosure provisions of SFAS No. 158 have been adopted as of December 31, 2007.  Retrospective application of this standard is not permitted.  See NOTE 10 for additional information.





7

(h) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the carrying amount for retirement plans, regulatory assets, receivables and deferred income tax assets.  Actual results could differ from those estimates.



NOTE 3. Deferred Charges and Deferred Credits



DOE Enrichment Site Decontamination and Decommissioning Fee



In October 1992, Congress passed the Energy Policy Act of 1992 ("the Act"). The Act required, among other things, that certain utilities help pay for the cleanup of the United States Department of Energy ("DOE") enrichment facilities over a fifteen year period.  The Company's annual fees were based on its historical share of enrichment services provided by DOE, were not adjusted for services performed subsequent to the Act, but were indexed to inflation.  The Act stipulated that the annual fee is fully recoverable in rates in the same manner as other fuel costs.  The Company amortized each of the annual fee payments over a twelve month period beginning in the month of payment and recorded $1.1 million in nuclear fuel expense related to this fee in 2007, $1.4 million in 2006 and $1.4 million in 2005.



The Company paid the last of the fifteen annual charges required by the Act in 2006.  As of December 31, 2007, this final payment amount has been fully amortized to expense and recovered from the Sponsors, and there is no related regulatory asset remaining on the Company's books.  As of December 31, 2006, the Company had recorded a regulatory asset of $1.1 million which represented the then unrecovered portion of the 2006 fee payment and the total amount to be included in future billings to the Sponsors under the Power Contracts.



Regulatory Assets and Other Deferred Charges



Regulatory assets and other deferred charges include the following amounts at December 31 (dollars in thousands):

|                                                                                          | 2007            | 2006            
|----------------------------------------------------------------------------------------- | --------------- | ----------------
|Deferred plant sale cost
Deferred pension cost
Unrealized losses on long term investments | $335
185- 
$520 | $414
63693$1,170

Deferred plant sale costs resulted from a FERC approved settlement agreement between the Company and intervening parties in 2001 that included, among other things, a settlement on the regulatory treatment of costs incurred in conjunction with initiatives to sell the Plant and related assets and liabilities.  The agreement provided for the refund of a portion of the costs incurred to date, and the authorization for the Company and the affected Sponsors to ratably recover this refund through March 2012, with a return.



Regulatory Liabilities and Other Deferred Credits



Regulatory liabilities and other deferred credits include the following amounts at December 31 (dollars in thousands):

|                                                                                 | 2007            | 2006    
|-------------------------------------------------------------------------------- | --------------- | --------
|Unrealized gains on long term investments
Deferred postretirement benefit credit | $1,094130$1,224 | $- 14$14

Realized gains (losses) on investments in debt and equity securities in the Spent Fuel Disposal Trust and the Rabbi Trust (see NOTE 4) have the effect of reducing (increasing) billings to customers.  Accordingly, the Company includes any net unrealized gain or loss (i.e. the difference between their cost and fair values) as an increase to Other Deferred Charges or Other Deferred Credits as appropriate.  For further information on deferred pension cost and deferred postretirement benefit credit, see NOTE 10.





8

NOTE 4. Long-Term Investments



The Company accounts for its investments in certain debt and equity securities by classifying each such security as either trading, available-for-sale or held-to-maturity.  Both trading and available-for-sale securities must be reflected on the balance sheets at their aggregate fair values.  Held-to-maturity securities are reflected on the balance sheets at amortized cost.



The Company has long-term investments in two trust funds.  The securities included in the Spent Fuel Disposal Trust represent funds invested by the Company for which the earnings and principal will be used to pay the DOE fee for the disposal of nuclear fuel used prior to April 7, 1983. Under the terms of the Plant sale to Entergy, the Company retained the Spent Fuel Disposal Trust and the related obligation to the DOE.  See NOTE 7 for further details. Although the Company collected this fee from its Sponsors in rates, it has elected to defer payment as permitted by the contract with DOE.  The Company also has investment securities in a Rabbi Trust intended to fund nonqualified pension benefits for its executives under the terms of their respective employment contracts.



The Company classifies securities held in the Spent Fuel Disposal Trust and the Rabbi Trust as available-for-sale.  The reported Trust balances include net unrealized gains of $1.1 million as of December 31, 2007, and net unrealized losses of $0.7 million as of December 31, 2006. The Company has recorded corresponding adjustments in Other Deferred Charges or Other Deferred Credits since any realized gains (losses) have the effect of decreasing (increasing) billings to customers.  The cost and estimated fair values of long-term investments in the Spent Fuel Disposal Trust and the Rabbi Trust at December 31 are as follows (dollars in thousands):



|                                                                                                                                                                                                                        | 2007                                                | 2006                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------- | ----------------------------------------------------------
|Spent Fuel Disposal Trust:
   US Treasury obligations
   Municipal obligations
   Corporate and other bonds
   Accrued interest and money market funds
Rabbi Trust:
   Fixed income mutual funds
   Equity mutual funds | Cost$71,797
31,782
22,0235,746
$131,348$309315
$624 | Fair Value$72,850
31,924
21,9075,746 
$132,427$318321
$639



At December 31, gross unrealized gains (losses) pertaining to long-term investment securities in the Spent Fuel Disposal Trust and the Rabbi Trust were as follows (dollars in thousands):



|                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 2007                                                   | 2006                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | --------------------------------------------------
|Unrealized gains on US Treasury obligations
Unrealized losses on US Treasury obligations
Unrealized gains on municipal obligations
Unrealized losses on municipal obligations
Unrealized gains on corporate and other bonds
Unrealized losses on corporate and other bonds
Unrealized gains on fixed income mutual funds
Unrealized losses on fixed income mutual funds
Unrealized gains on equity mutual funds
Unrealized losses on equity mutual funds | $1,119 
(66)
249 
(107)
117 
(233)
9
- 
16 (10)
$1,094 | $58 
(583)
128 
(316)
52 
(61)
- 
(3)
32 - 
$(693)















9

The following table shows the gross unrealized losses and fair values of investments with unrealized losses that were not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, (dollars in thousands):

|                                                                                                      | < 12 months               | > 12 months             | Total InvestmentsWith Unrealized Losses
|----------------------------------------------------------------------------------------------------- | ------------------------- | ----------------------- | ---------------------------------------
|                                                                                                      | FairValue                 | UnrealizedLosses        | FairValue                              
|2007US Treasury obligations
Municipal obligations
Corporate and other bonds
Equity mutual funds       | $1,717
$3,217
$8,558
$167 | $(3)
$(29)
$(180)
$(10) | $6,366
$3,563
$1,305
$-                
|2006US Treasury obligations
Municipal obligations
Corporate and other bonds
Fixed income mutual funds | $33,127
$4,617
$2,577
$-  | $(200)
$(35)
$(42)
$-   | $36,878
$13,624
$4,730
$142            

For the years ended December 31, gross realized gains (losses) pertaining to long-term investment securities were as follows (dollars in thousands):

|                                      | 2007               | 2006                          
|------------------------------------- | ------------------ | ------------------------------
|                                      | Total SaleProceeds | Gross Realized
Gain       Loss
|Spent Fuel Disposal Trust
Rabbi Trust | $195,580
$495      | $415
$49                      

The average duration of the underlying investments in the fixed income mutual funds in the Rabbi Trust at December 31, 2007 and 2006, were 4.2 and 4.1 years, respectively.  Maturities of fixed income securities in the Spent Fuel Disposal Trust at December 31, shown at face values are as follows (dollars in thousands):



|                                                                   | 2007                                | 2006                               
|------------------------------------------------------------------ | ----------------------------------- | -----------------------------------
|Within one year
One to five years
Five to ten years
Over ten years | $23,210
76,767
2,13622,362
$124,475 | $29,001
55,916
8,83929,554
$123,310

In addition to the long-term investments in marketable securities above, the Company has also invested in Company-owned life insurance policies on the lives of its executives. The cash surrender values of these policies are presumed to represent their fair values.  As of December 31, 2007 and 2006, the fair values of these policies were $1,306 thousand and $1,157 thousand, respectively.



NOTE 5. Debt Obligations and Lines of Credit



The Company had no long-term debt obligations at December 31, 2007 or 2006.  The Company had an available line of credit of $3.5 million as of both December 31, 2007 and 2006.  The Company's current line of credit expires on May 31, 2008.  The line of credit is to help fund a substantial financial assurance requirement with ISO New England (the independent system operator of New England's electricity supply and wholesale electricity marketplace) if required.  There were no borrowings under this line of credit during either 2007 or 2006.

NOTE 6.  Disclosures About the Fair Value of Financial Instruments



The carrying amounts for cash and temporary investments, accounts receivable from Sponsors, accounts payable, and accrued liabilities approximate their fair values because of their short maturities.  Long-term funds are carried at fair market values which are estimated based on quoted market prices for these or similar investments.



10

The estimated fair value of the Company's financial instruments as of December 31, are summarized as follows (dollars in thousands):



|                                                                                                                                   | 2007                           | 2006                                
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------------
|Spent Fuel Disposal Trust
Spent fuel disposal fee and accrued interest
Rabbi Trust
Cash surrender value of life insurance policies | Cost$131,348
141,399
624
1,306 | Fair Value$132,427
141,399
639
1,306

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.



NOTE 7. Spent Fuel Disposal



Under the Nuclear Waste Policy Act of 1982, DOE is responsible for the disposal of spent nuclear fuel and high-level radioactive waste. The Company, as required by that Act, signed a contract with DOE (the "Standard Contract") to provide for the disposal of spent nuclear fuel and high-level radioactive waste from its nuclear generation station beginning no later than January 31, 1998.  The Standard Contract obligated the Company to pay a one-time fee of approximately $39.3 million for disposal costs for all nuclear fuel used through April 6, 1983 (the "pre-1983 fuel"), and a fee payable quarterly equal to one mill per kilowatt-hour of nuclear generated and sold electricity after April 6, 1983.   Except for the obligation to pay the one-time fee and the right to claims relating to DOE's defaults under the Standard Contract with respect to the pre-1983 fuel, the Standard Contract was assigned to Entergy effective with the sale of the Plant in 2002.



Although the $39.3 million for the one-time fee has been collected from the Sponsors in rates, the Company elected to defer payment to DOE as permitted by the DOE contract.  The fee plus accrued interest must be paid no later than the first delivery of spent fuel to DOE, currently not expected before 2020.  Interest accrues on the unpaid obligation based on the thirteen-week Treasury Bill rate and is compounded quarterly. Through 2007, the Company has accumulated $132.4 million in an irrevocable trust to be used exclusively for meeting this obligation ($141.4 million including accrued interest) at some future date, provided the DOE complies with the terms of the aforementioned Standard Contract.  Under the terms of the sale agreement, the Company retained the spent fuel trust fund assets, the related obligation to make this payment to the DOE when it becomes due, and its claims against DOE associated with the pre-1983 fuel.



The DOE's delivery schedule has not been met and is expected to be delayed significantly. It is not certain when DOE will accept spent nuclear fuel and high-level radioactive waste from civilian nuclear power plants, although DOE has testified before U.S. Congress that the earliest would be 2020.  Various legal proceedings have been brought against DOE and the federal government to enforce the DOE's obligation to dispose of spent nuclear fuel and seeking damages resulting from DOE's breach of those obligations.  In July 1996, the U.S. Court of Appeals for the District of Columbia Circuit ruled that DOE had an unconditional obligation to begin disposing of the utilities' spent nuclear fuel by January 31, 1998, and that the absence of a DOE interim storage facility did not excuse DOE from that obligation.  In November 1997, the same Court declined to order DOE to accept spent nuclear fuel, saying that the utilities had another potentially adequate remedy under their DOE Standard Contracts.



Beginning in February 1998, a series of lawsuits were filed with the U.S. Court of Federal Claims seeking damages from the Government for DOE's breach of its contractual obligation to begin disposing of the utilities' spent fuel by the 1998 deadline.  On August 31, 2000, the U.S. Court of Appeals for the Federal Circuit decided appeals from rulings in four of these cases, ruling that the utilities were entitled to sue in the U.S. Court of Federal Claims for breach of contract damages and need not first submit equitable adjustment claims to the DOE Contracting Officer.



In accordance with the terms of the PSA, the Company retained the right to pursue claims related to DOE's defaults under the DOE spent fuel disposal contract associated with the pre-1983 fuel.  The Company filed its lawsuit against the Government for DOE's breach in the U.S. Court of Federal Claims on July 30, 2002.







11

In most of the pending cases (including the Company's), the Government has filed motions for partial summary judgment regarding the rate of spent nuclear fuel acceptance and on the issue of whether the contracts with DOE cover the disposal of Greater Than Class C Radioactive Waste. The Company and some of the other suing utilities have filed cross-motions for summary judgment on the acceptance rate issue.  The Government has also filed motions to dismiss takings claims in those cases (including the Company's) which include such claims as well as motions to dismiss illegal exaction claims in cases which include such claims.



On April 16, 2003, the Chief Judge of the U.S. Court of Federal Claims ("COFC") issued an order designating six of the spent fuel damages cases (but not the Company's case) as "lead" or "accelerated" cases and ordered that the remaining cases (including the Company's case) be stayed unless affirmatively ordered to proceed by the presiding judge in any individual case.  On January 15, 2004, the judge presiding over the cases issued an order lifting the stay.  Subsequent to the stay being lifted, the Company on January 30, 2004, filed an amended complaint.  On September 17, 2004, the Company and the Government requested, and on October 6, 2004, the court agreed to stay the case until the end of 2004.  On January 18, 2005, the Company and the Government jointly requested the court to stay the case until the earlier of July 1, 2005 or a ruling by the Federal Circuit in Indiana Michigan Power Co. v. United States.  On July 1, 2005, the Company and the Government again jointly requested, and on July 5, 2005, the court agreed to stay the case until the later of the end of 2005 or a ruling by the Federal Circuit in Indiana Michigan Power Co. v. United States.  On September 9, 2005, the Federal Circuit issued its ruling in Indiana Michigan, which concluded that utilities could recover mitigation damages as they are incurred, but not future damages.



On December 6, 2005, the trial judge presiding over the Company's case transferred the case to a newly appointed judge of the same court.  On May 4, 2006, the Government filed two motions for summary judgment in the Company's lawsuit to recover damages for the DOE's breach of its obligation under the Standard Contract to begin removal of spent nuclear fuel ("SNF") no later than January 31, 1998.  One of the Government's motions challenged the validity of the Company's assignments of its rights and duties under the Standard Contract to Entergy, alleging that the assignments were invalid because they were partial (i.e. the Company retained certain rights and duties under the Standard Contract, including the duty to pay the one-time fee related to SNF that existed prior to April 7, 1983).  The other Government motion alleged that the Company's claims must fail due to the Company's failure to pay the one-time fee that will be due when the Government is ready to begin removing SNF.  The Company opposed each of the Government's motions, and filed a cross-motion for summary judgment on the issue of the Government's partial breach of the Standard Contract by virtue of its failure to begin accepting SNF.  On October 19, 2006, the court issued a decision denying both of the Government's motions for summary judgment, and granting the Company's cross-motion for summary judgment, essentially finding that the Government is liable for partial breach of contract.  In deciding these motions, the court did not decide whether all of the Company's claims have been assigned, or the extent to which the Company's claims have been assigned, stating that a ruling on that issue would require further factual development in the litigation.  By Order dated November 30, 2007, the court issued a procedural schedule which provides in pertinent part that the Company shall file its expert reports in support of its damages claims no later than April 18, 2008, and that all discovery in the Company's case shall be concluded by December 10, 2008.  The Order did not specify a date for the commencement of trial.



The Company cannot predict the outcome of this matter at this time.



NOTE 8. Taxes on Income



The Company uses the asset and liability method of accounting for income taxes.  This method accounts for deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to differences between the book basis and the tax basis of assets and liabilities ("temporary differences").























12

The components of income tax expense (benefit) for the years ended December 31, are as follows (dollars in thousands):





|                                                                                                                                                                                                                                                                              | 2007                                                          | 2006                                                         | 2005                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------------------------------------ | -------------------------------------------------------------------
|Taxes on operating income:
Current federal income tax
Deferred federal income tax
Current state income tax
Deferred state income tax
Investment tax credit adjustment
Taxes on other income:
Current federal income tax
Current state income tax
Total income taxes (benefit) | $(1,359)
(289)
(248)
(84)- (1,980) 1,735 248 
 1.983 
     $3 | $(932)
(330)
(240)
(115)-(1,617)1,294 206 
  1,500 
  $(117) | $(5,058)
2,467 
(1,355)
784 (40)(3,202)1,785 475 
  2,260 
  $(942)



The principal items comprising the difference between the total income tax (benefit) expense and the amount calculated by applying the statutory federal income tax rate to income before tax for the years ended December 31, are as follows (dollars in thousands):





|                                                                                                                                                                                                                                                                                                                | 2007                                    | 2006                                             | 2005                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------------------------------------------------ | ---------------------------------------------------
|Income before income tax 
Federal statutory rate
Federal statutory tax expense
State income taxes, net of federal income tax benefit
Earnings exempt from federal income tax
Tax settlements/adjustments
Valuation allowance (federal only)
Investment credit
Other
Total income tax expense (benefit) provided | $736
34%
250 
(55)
(270)
- 
81 
- (3)$3 | $631 
34%
215 
(98)
(269)
(38)
95 
- (22)
$(117) | $(282)
34%
(96)
(63)
(480)
(354)
97 
(40)(6)
$(942)



The significant components of deferred tax (benefit) expense for the years ended December 31, are as follows (dollars in thousands):





|                                                                                                                                                                                                                                                                                                          | 2007                                 | 2006                                  | 2005                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------- | -----------------------------------
|DOE Decommissioning & Decontamination deduction 
   over (under) financial statement expense 
Capital loss and minimum tax credit carry-forward 
Pension expense deduction under financial statement expense
Employee benefits deduction under financial statement expense
Valuation allowance
Other, net | $(441)
82 
(37)
(55)
110 (32)
$(373) | $(404)
(29)
(21)
(77)
120 (34)
$(445) | $3,302 
4 
(44)
(69)
88 (30)
$3,251

























13

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, are presented below (dollars in thousands):





|                                                                                                                                                                                                                                                                                                                                                                                                        | 2007                                            | 2006                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | --------------------------------------------------
|Deferred tax assets:
   Pension, retiree and other employee benefit liabilities
   Capital loss and minimum tax credit carry-forward
      Total deferred tax assets
      Less valuation allowance
      Net deferred tax assets
Deferred tax liabilities:
   DOE Decommissioning & Decontamination
   Deferred prior sale costs
      Total deferred tax liabilities
      Net deferred tax liability | $1,014 228
1,242 (1,172)70 
- (133)
(133)
$(63) | $922 310
1,232 (1,062)170 
(441)(165)
(606)
$(436)



In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the expected availability of future taxable income during the periods in which those temporary differences become deductible.  Management considers projected future taxable income, and tax planning strategies in making this assessment.  In order to fully realize the deferred tax asset, the Company will need to generate future taxable income prior to the expiration of the deferred tax assets governed by the Internal Revenue Code. The valuation allowances are largely the result of pension and other employee benefit liabilities that will more likely than not, not be deductible until after the expiration of the PPA, and the Company considers it more likely than not that taxable income at that time will not be sufficient to realize the full value of the deferred tax assets.  A valuation allowance has also been made for a capital loss carry-forward resulting primarily from the sale of fixed income investments in the Spent Fuel Trust during a period of rising interest rates.  While these losses can produce a possible tax benefit in future years, the Company believes that a benefit is more likely than not, not to be realized by the expiration of the carry-forward period given the nature of the investments in the Spent Fuel Trust.  Finally, a valuation allowance has also been made because of the Company's expectation that it will more likely than not, not be able to benefit by its minimum tax credit carry-forward since it results from the Spent Fuel Trust investments in tax exempt securities, the Spent Fuel Trust is expected to continue to be invested in a similar manner and the Company's otherwise taxable income is expected to be even more limited in the future.



NOTE 9.  Supplemental Cash Flow Information

The following information supplements the cash flow information provided in the Statements of Cash Flows (dollars in thousands):





|Cash paid during the year for:
   Interest
   Income taxes | 2007$- 
$385 | 2006$2 
$420 | 2005$- 
$327
|---------------------------------------------------------- | ------------ | ------------ | ------------

NOTE 10.  Pension, Postretirement Welfare and Other Benefit Plans



The Company has a qualified defined benefit pension planand an unfunded nonqualified excess defined benefit pension plan which cover all of its current employees.  The benefits provided under the plans are based on years of service and final average earnings, integrated with Social Security benefits.  The Company also has a supplemental unfunded nonqualified defined benefit pension plan for one of its former employees providing benefits based on final earnings.



The Company has a postretirement welfare benefit planproviding medical and dental insurance benefits to retired employees and their covered dependents funded through a Voluntary Employee Beneficiary Association Trust.  Company billing and funding for the postretirement welfare benefit plan are as filed and approved by FERC.  The Company currently has one retiree.







14

In addition to these pension and postretirement benefit plans, the Company sponsors other employee benefit plans.  The following unfunded liabilities are included in Other employee benefits in the Company's balance sheets as of December 31, 2007 and 2006:  Nonqualified deferred compensation ($884 thousand and $751 thousand, respectively), accrued vacation ($89 thousand and $85 thousand, respectively) and accrued severance ($122 thousand and $117 thousand, respectively).



On December 31, 2007, the Company implemented SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans.  SFAS No. 158 requires an employer with a defined benefit plan or other postretirement benefit plan to recognize an asset or liability on its balance sheet for the overfunded or underfunded status of the plan.  For pension, the asset or liability is the difference between the fair value of the plan's assets and the projected benefit obligation.  For postretirement benefit plans, the asset or liability is the difference between the fair value of the plan's assets and the accumulated postretirement benefit obligation.



Previously, plan assets or liabilities were recorded in accordance with SFAS No. 87 and SFAS No. 106 which allowed for the deferral of certain items (e.g. prior service costs and net actuarial loss), and reconciliation to the funded status was provided in the footnotes to financial statements. SFAS No. 158 generally requires that the additional asset or liability be recorded with an offset to accumulated other comprehensive income in stockholders' equity.  However, because the Company is a cost-of-service rate regulated entity under SFAS No. 71, regulatory assets of $185 thousand and regulatory liabilities of $130 thousand were recorded, as these amounts have been and continue to be recoverable or creditable in rates.



The Company's pension and postretirement benefit obligations and plan assets are valued annually as of a December 31 measurement date.  The following tables present information on the Company's plans including funded status, change in benefit obligation, regulatory assets and liabilities, fair values of plan assets and components of net periodic benefit costs (dollars in thousands):



|                                                                                                                                               | QualifiedPension Plan    | NonqualifiedPension Plans | PostretirementBenefit Plan    
|---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ------------------------- | ------------------------------
|                                                                                                                                               | 2007                     | 2006                      | 2007                          
|Funded status at December 31:
  Projected benefit obligation
  Fair value of plan assets
  Funded status                                       | $298261 
 $(37)          | $226 249$23               | $1,306 - 
$(1,306)            
|Change in projected benefit obligation during year:                                                                                           
|Projected benefit obligation, 1/1
  Service cost
  Interest cost
  Actuarial loss (gain)
  Benefits paid
  Projected benefit obligation, 12/31 | $226 
15 
12 
52 (7)$298 | $193 
14 
11 
15 (7)$226  | $1,330 
18 
75 
(46)(71)$1,306
|Items not yet recognized in net periodic cost as of December 31, 2007; which are recorded as regulatory assets (liabilities) are as follows:  
|Unrecognized prior service cost
  Unrecognized actuarial loss (gain)                                                                           | $63 9 
$72               |                           | $36 77$113                    
|The regulatory asset (liability) amounts expected to be recognized in net periodic benefit costs in 2008:                                     
|Prior service cost
  Actuarial (gain) loss                                                                                                     | $8 
$16                  |                           | $61 
$-                       

















15

|Change in fair value of plan assets:
  Fair Value, 1/1
  Actual return on plan assets
  Company contributions
  Benefits paid
  Fair Value, 12/31 | $249 
19 
- (7)
$261 | $173 
18 
65 (7)
$249 | $- 
- 
71 (71)$- | $- 
- 
71 (71)$- | $600 
34 
41 (14)$661 | $481 
47 
84 (12)$600
|------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | --------------------- | ---------------- | ---------------- | --------------------- | ---------------------



Components of net periodic benefit costs recognized for the periods ended December 31 (dollars in thousands):



|                                                                                                                                                        | QualifiedPension Plan | NonqualifiedPension Plans | PostretirementBenefit Plan
|------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ------------------------- | --------------------------
|                                                                                                                                                        | 2007                  | 2006                      | 2005                      
|Service cost
  Interest cost
  Expected return on assets
  Recognized prior service cost
  Recognized actuarial (gain) loss
  Net periodic benefit cost | $14 
13 
(16)
16 -$27 | $14 
11 
(11)
16 -$30     | $13 
10 
(11)
16 -$28     



Amounts recognized in balance sheets:



|                                                                                                                                                                                  | 2007                         | 2006               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | -------------------
|Prepaid postretirement benefits
Regulatory assets and other deferred charges
Regulatory liabilities and other deferred credits
Accrued pension benefits
Other current liabilities | 130 
185 
(130)
(1,272)
(71) | - 
63 
- 
(1,097)
-

Weighted average assumptions used as of December 31:



|Discount rate at end of year
Salary scale
Expected return on assets (postretirement welfare benefit plan)
Expected return on assets (defined benefit pension plan) | 20076.00%
4.00%
4.00%
6.50% | 20065.75%
4.00%
4.00%
6.50% | 20055.75%
4.00%
4.00%
6.50%
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------- | --------------------------- | ---------------------------

The Company's overall expected long-term rate of return on assets is 4.00% (after tax) for the postretirement welfare benefit plan and 6.50% for the defined benefit pension plans.  For measurement purposes, a 9% annual rate of increase in the per capita cost of covered medical benefits was assumed for 2008.  The rate was assumed to decrease by 1% per year until an ultimate rate of 6% is reached in 2011.  A 6% percent annual rate of increase in the per capita cost of covered dental benefits was assumed for 2008 and beyond.  A one percentage point change in assumed health care cost trend rates would have the following effects on the information for the postretirement welfare plans:



|Effect on total service and interest cost components
Effect on accumulated postretirement benefit obligation | 1% Increase$7
$61 | 1% Decrease$(5)
$(51)
|------------------------------------------------------------------------------------------------------------ | ----------------- | ---------------------

The weighted-average asset allocations for the Company's pension and postretirement benefit plans at December 31, 2007 and 2006, by asset category are as follows:



|                                                                                                  | 2007           | 2006          
|------------------------------------------------------------------------------------------------- | -------------- | --------------
|Qualified pension plan:
   Equity securities
   Debt securities
   Cash and equivalents
    Total | 53%
42%5%
100% | 60%
38%2%
100%









16



|                                                                                                       | 2007           | 2006          
|------------------------------------------------------------------------------------------------------ | -------------- | --------------
|Postretirement benefit plan:
   Equity securities
   Debt securities
   Cash and equivalents
    Total | 53%
40%7%
100% | 59%
37%4%
100%



The current asset allocation targets for both the plans is 60% equity, 39% fixed income and 1% cash, reflecting the mid to long-term nature of the liabilities associated with the plans.  The primary goals in the management of plan assets are to maintain the funds purchasing power and to maximize the mid to long-term total returns within a moderate risk environment by seeking both current income and the potential for long-term growth.



The Company expects to contribute approximately $71 thousand to the pension plans in 2008.  No contribution is expected to the postretirement welfare benefit plan in 2008.  Estimated future benefit payments are as follows (dollars in thousands):



|                                     | Qualified 
Pension   | Nonqualified
Pension     | Postretirement
Welfare  
|------------------------------------ | -------------------- | ------------------------ | ------------------------
|2008
2009
2010
2011
2012
2013 - 2017 | $7
$7
$7
$7
$18
$162 | $71
$71
$71
$71
$89
$568 | $15
$16
$17
$19
$18
$192



NOTE 11. Commitments and Contingencies



(a) Insurance



With the sale of the Plant to Entergy in 2002, Entergy assumed all liabilities for past and future events which could result in retrospective premiums being assessed against the Company for policies the Company maintained up to the date of the sale under the Price-Anderson Act and by Nuclear Electric Insurance Limited ("NEIL").  The Company no longer purchases any policy which has, as a condition of coverage, any Price-Anderson retrospective premium obligation.



While the Company has canceled its Primary and Excess nuclear property policies with NEIL, it has purchased a NEIL Business Interruption/Extra Expense policy to cover costs associated with an extended shutdown of the Plant attributable to an insurable peril.  As this is a NEIL policy with full membership rights and obligations, the policy has a maximum retrospective premium obligation of $132 139 thousand.



(b) Industry Restructuring and Other Regulatory Developments



The electric utility industry has been in a period of transition which, to some extent, has resulted in a shift away from cost of service based rates to market based rates. Most states in which the Company's Sponsors operate have explored or, in some cases, have implemented plans attempting to bring greater competition, customer choice, and market influence to the industry while retaining the benefits associated with the current regulatory system.



The Company cannot predict what effect these restructuring plans will have on the Company or its Sponsors. It is possible, however, that these restructuring orders or other regulatory actions could have a material adverse effect on one or more of the Sponsors, which could, in turn, have a material adverse effect on the Company.



In June 2005, Standard & Poor's Rating Services ("S&P") downgraded the corporate credit rating of Central Vermont Public Service Corporation ("CVPS") from an investment grade of BBB- to a rating of BB+, which is below investment grade.  The downgrade was in response to an April 2005 Vermont Public Service Board rate order requiring CVPS to provide customers with a rate refund of approximately $6 million in June 2005 and to reduce rates by 2.75% percent effective April 1, 2005.  In December 2005, the Company responded to a letter from Entergy related to the downgraded credit rating of CVPS.  The letter requested that the Company provide adequate assurances that CVPS will timely perform its payment obligations with respect to its 35% sub-entitlement under the PPA.





17

In August 2006 and again in December 2007, S&P reaffirmed CVPS's corporate credit rating of BB+.  In December 2006, the Vermont Public Service Board ("PSB") approved a Memorandum of Understanding  ("MOU") between CVPS and the Vermont Department of Public Service ("DPS"), allowing for a 4.07% increase in CVPS's retail rates effective January 1, 2007.  On January 31, 2008, the PSB approved an MOU between CVPS and the DPS allowing for a 2.3% increase in CVPS's retail rates effective February 1, 2008. CVPS has an entitlement percentage under the Power Contracts of 35%, the largest of any of the Company's eight Sponsors, and through its wholly owned subsidiary, Custom Investment Corporation, owns 58.9% of the Company's outstanding common stock.







































































































18