2000 Annual Report

            The Connecticut Light and Power Company and Subsidiaries

                                     Index


Contents                                                                Page
--------                                                                ----

Management's Discussion and Analysis of Financial
  Condition and Results of Operations.............................        1

Report of Independent Public Accountants..........................       12

Consolidated Statements of Income.................................       13

Consolidated Statements of Comprehensive Income...................       13

Consolidated Balance Sheets.......................................     14-15

Consolidated Statements of Common Stockholder's Equity............       16

Consolidated Statements of Cash Flows.............................       17

Notes to Consolidated Financial Statements........................       18

Selected Consolidated Financial Data..............................       41

Consolidated Quarterly Financial Data (Unaudited).................       41

Consolidated Statistics (Unaudited)...............................       42

Preferred Stockholder and Bondholder Information..................   Back Cover




The Connecticut Light and Power Company and Subsidiaries

-------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

FINANCIAL CONDITION
-------------------

Overview
--------

The Connecticut Light and Power Company's (CL&P or the company), the Northeast
Utilities (NU) system's (NU system) largest operating subsidiary, earnings
totaled $148.1 million in 2000, compared with a loss of $13.6 million in 1999
and $195.7 million in 1998.  The 2000 results represented CL&P's first annual
profit since 1995.  CL&P benefited from the return to service of the
Millstone 2 unit in May 1999 and the strong performance of the Millstone 2
and 3 units in 2000.  Millstone 2 operated at a capacity factor of 82 percent
in 2000, while Millstone 3 operated at a capacity factor of virtually 100
percent in 2000.  However, management projects that CL&P's earnings will
decline in 2001 as a result of the expected sale of CL&P's share of the
Millstone units, other rate adjustments and the pending resolution of the
over-earnings docket.  Although CL&P's earnings are expected to decline, its
return on equity is not expected to be compromised.

In 2000, CL&P's revenues increased to $2.94 billion, up 20 percent from $2.45
billion in 1999, primarily due to higher wholesale revenues.  Revenues were
$2.39 billion in 1998.  This growth in revenues was offset by a 5 percent
retail rate decrease on January 1, 2000, for customers of CL&P.

Consolidated Edison, Inc. Merger
--------------------------------

In 2000, NU and Consolidated Edison, Inc. (Con Edison) received most of the
approvals needed to complete the merger announced in October 1999.
Shareholders from both companies approved the merger in April 2000, and all
state regulatory approvals were granted by the end of the year.  Additionally,
the Federal Energy Regulatory Commission (FERC) approved the merger in May
2000, the Nuclear Regulatory Commission approved the transaction in August
2000, and the United States Department of Justice approved the merger in
February 2001.  Necessary approval from the Securities and Exchange Commission
(SEC) was expected to be received in mid-March 2001.

On February 28, 2001, NU's Board of Trustees requested that Con Edison provide
reasonable assurance, in writing, that it intended to comply with the terms of
the definitive merger agreement between the two companies.  This included
assurances that Con Edison would consummate the pending merger at the price
set forth in the agreement promptly following the receipt of SEC approval.
The original request for assurance was to be received by March 2, 2001, however
that date was later extended to March 5, 2001.  On March 5, 2001, Con Edison
advised NU that it was not willing to close the merger on the agreed terms.
NU notified Con Edison that it was treating its refusal to proceed on the terms
set forth in the merger agreement as a repudiation and breach of the merger
agreement, and that NU would file suit to obtain the benefits of the
transaction as negotiated for NU shareholders.  On March 6, 2001, Con Edison
filed suit in the U.S. District Court for the Southern District of New York
(Southern District), seeking declaratory judgment that NU failed to satisfy
conditions precedent under the merger agreement.  On March 12, 2001, NU filed
suit against Con Edison in the Southern District seeking damages in excess of
$1 billion arising from Con Edison's breach of the merger agreement.  NU cannot
predict the outcome of this matter nor its effect on NU.

Liquidity
---------

CL&P's net cash flows provided by operating activities decreased to $259.9
million in 2000 compared to $299.4 million in 1999 and $364.1 million in 1998.
Reductions in depreciation and amortization expense, primarily as a result of
industry restructuring resulted in a decrease in net cash flows from
operations.  Industry restructuring in Connecticut required a retail rate
reduction of 5 percent on January 1, 2000, further reducing cash flows from
operations.  These decreases were offset by a $161.7 million increase in net
income for the year ended December 31, 2000, compared with the same periods in
1999 and 1998 which increased cash flows from operating activities.  Finally,
the payment of taxes which occurred in 2000 related to the 1999 sale of
generation assets, also decreased cash flows from operations.  Cash flows from
operations partially met the payment of CL&P's common and preferred dividends
($79.4 million) and investments in electric utility plant, nuclear fuel and
nuclear decommissioning trusts ($269.1 million).  The level of common dividends
totaled $72 million in 2000, as compared to no common dividends paid in 1999
and 1998.  The level of preferred dividends decreased to $7.4 million in
2000, compared with $12.8 million in 1999 and $14.1 million in 1998, reflecting
CL&P's ongoing effort to reduce preferred stock outstanding.  CL&P currently
forecasts construction expenditures ranging from $206 million to $231.1 million
for the year 2001.

The transfer of 1,289 megawatts (MW) of hydroelectric generation assets to
Northeast Generation Company, an affiliated company, from CL&P and Western
Massachusetts Electric Company (WMECO) in March 2000, produced a significant
source of cash for CL&P and WMECO.  CL&P used this cash to retire long-term
debt, preferred stock and to return equity capital to the parent company.
Financing activities for 2000 included $578.6 million for the retirement of
long-term debt, preferred stock and common stock, compared with $639.8 million
for 1999 and $80.7 million in 1998.

In November 2000, CL&P and WMECO reduced their revolving credit agreement to
$350 million from $500 million to reflect lower borrowing needs post-
restructuring.  This agreement was renewed with more favorable terms as a
result of the NU system's improving credit profile.  In January 2001, Moody's
Investors Service and Standard and Poor's upgraded their credit ratings for
CL&P primarily as a result of the anticipated sale of the Millstone units and
NU's general financial recovery.  In February 2001, Fitch IBCA upgraded its
credit ratings for CL&P.  These upgrades return CL&P's unsecured debt to
investment grade ratings for the first time in five years and will save the
NU system in excess of $4.7 million annually in financing costs.

For further information regarding CL&P's borrowing facilities, see Note 2,
"Short-Term Debt," to the consolidated financial statements.

In 2001, NU expects to reduce the capitalization of its regulated electric
operating companies significantly as a result of continued asset sales and
securitization of stranded costs.  CL&P expects to receive gross proceeds
of $843.2 million as a result of the sale of its ownership interests in the
Millstone units to Dominion Resources, Inc. (Dominion).  This sale is expected
to close as early as the end of March 2001.  The cash proceeds are expected
to be used to repay subsidiary debt and capital lease obligations and to
return equity capital to the parent company.

By the end of 2002, CL&P expects to complete the auction of its share of the
Seabrook Station nuclear unit (Seabrook).  Cash proceeds will be used to
retire debt and to return equity capital to the parent company.

In November 2000, the Connecticut Department of Public Utility Control (DPUC)
approved CL&P's request to securitize an amount not to exceed $1.55 billion
of approved, eligible stranded costs, primarily related to above-market
purchased-power contracts and generation-related regulatory assets.  CL&P
plans to use approximately $400 million of those proceeds to reduce debt with
the remaining proceeds to be used to buydown and buyout above-market
purchased-power contracts and to return equity capital to the parent company.
However, the Office of Consumer Counsel (OCC) has appealed the securitization
order to the Connecticut Superior Court.  On March 1, 2001, CL&P and the OCC
entered into an agreement to settle this issue.  Under the agreement, pending
DPUC approval, the OCC agreed to withdraw its appeal of the securitization
order and not take any action that would affect the timing and the amount of
securitization financing to be undertaken.  The DPUC approved the agreement
on March 12, 2001.  The OCC withdrew its appeal on March 16, 2001.
Securitization for CL&P is expected to take place by the end of the
first quarter 2001.

Restructuring
-------------

As a result of industry restructuring, CL&P stopped supplying power directly
to customers in 2000.  Instead, CL&P became an energy delivery company,
delivering electricity to customers that is produced by other companies and
sometimes bought by customers through intermediaries.  In 2000, customers in
Connecticut had the option of choosing alternative power suppliers or relying
on CL&P to acquire the power for them through standard offer service.  To date
virtually all customers are receiving power through standard offer service.
In 1999, under the oversight of the DPUC, CL&P secured four-year fixed-price
contracts with three suppliers to provide power to customers who choose
standard offer service.  CL&P is fully recovering from retail customers the
cost of buying power from these three standard offer suppliers and expects to
continue recovery through the expiration of the contracts on December 31, 2003.
As of January 1, 2000, Select Energy, Inc. (Select Energy), an affiliated
company, became responsible for 50 percent of CL&P's standard offer load for
the entire standard offer period, or approximately 2,000 MW annually at peak.
Two other unaffiliated suppliers became responsible for the balance of CL&P's
standard offer load also for the entire standard offer period.

CL&P continues to generate power through either direct ownership of generating
plants, such as Millstone 2 and 3 and Seabrook, or through purchased-power
contracts.  CL&P sold its share of the capacity associated with Millstone 2
and 3 and Seabrook to Select Energy and five unaffiliated companies.  These
contracts will expire on December 31, 2001.  The revenues generated from these
contracts are expected to recover CL&P's share of the nuclear operating costs
through the divestiture of the Millstone units.

For further information regarding commitments and contingencies related to
restructuring, see Note 9A, "Commitments and Contingencies - Restructuring,"
to the consolidated financial statements.

Regional Transmission Organization
----------------------------------

Pursuant to FERC Order 888 (issued in April 1996), the NU system companies,
including CL&P, operate their transmission system under an open access,
nondiscriminatory transmission tariff.

In December 1999, the FERC issued an order calling on all transmission owners
to voluntarily join Regional Transmission Organizations (RTOs) in order to
boost competition in electric markets.  In general, each of these organizations
would be an independent operator over all transmission facilities, and would
perform, among other functions, tariff administration, construction planning
and reliability management for the particular regional transmission system.
NU's active voting interest in such an organization would be limited to 5
percent under the proposal.

The NU system companies, including CL&P, and other parties have appealed this
order.  Of primary concern to NU is the ratemaking authority granted to RTOs
and its impact on the ability of transmission owners to earn appropriate
returns on their transmission investment under the organizational structure
and the minimum functions proposed in the order.  The NU system companies,
including CL&P, were required to participate in a collaborative process
established by the FERC beginning in March of 2000.  On January 16, 2001,
NU along with the Independent System Operator and five other New England
transmission owning utilities filed a proposal to establish a New England RTO.

Nuclear Plant Performance and Divestiture
-----------------------------------------

Millstone
The Millstone units completed one of their best years ever in 2000.
Millstone 2 operated at a capacity factor of 82 percent in 2000 and completed
a refueling outage in early June more than four days ahead of schedule.
The 40-day, 21-hour outage set a world record for a refueling that included a
full generator rewind.  Millstone 3 operated at virtually a 100 percent
capacity factor in 2000 and ran for 585 consecutive days before beginning a
scheduled refueling outage on February 3, 2001.  Millstone 3 is expected to
return to service by the end of the first quarter of 2001.

On August 7, 2000, CL&P and certain other joint owners reached an agreement
to sell substantially all of the Millstone units, located in Waterford,
Connecticut, to Dominion, for approximately $1.3 billion, including
approximately $105 million for nuclear fuel.  Dominion has also agreed to
assume responsibility for decommissioning the three units and NU will transfer
to Dominion all funds in the Millstone decommissioning trust.  Additionally,
NU is obligated to top-off the decommissioning trust if its value does not
equal an agreed upon amount at closing.  That amount is pursuant to the
purchase and sale agreement (PSA) with Dominion, subject to adjustment for
delays in the closing of the sale and Millstone 1 not meeting the "cold and
dark" condition specified in the PSA.

If the transaction is consummated as proposed, CL&P would receive gross
proceeds of approximately $843.2 million on a pretax basis for its respective
ownership interest.  The proceeds from the sale of this interest will be used
to reduce the company's stranded costs under restructuring and the cash
proceeds will be used to repay subsidiary debt and capital lease obligations
and to return equity capital to the parent company.

In preparation for the divestiture of the Millstone units, it was discovered
that two full-length irradiated fuel rods are missing.  NU believes that the
two rods remain stored in the Millstone 1 spent fuel pool or were shipped in
a shielded cask to a facility licensed to accept radioactive material.
NU's investigation into the location of the two rods is ongoing.
NU is responsible for any potential liabilities, which are not determinable
at this time, related to these missing fuel rods.

NU currently expects to close on the sale of Millstone as early as the end
of March 2001.

Seabrook
Seabrook operated at a capacity factor of 78 percent in 2000.  The unit began a
scheduled refueling outage on October 21, 2000.  The outage was extended by
approximately two months as a result of the need to repair extensive problems
with a back-up diesel generator.  Seabrook returned to service on January 29,
2001.

On December 15, 2000, NU filed its divestiture plan for Seabrook, including
CL&P's 4.06 percent ownership interest, with the New Hampshire Public Utilities
Commission and the DPUC.  NU hopes to complete the sale in 2002.

Yankee Companies
In 1999, the Vermont Yankee Nuclear Power Corporation (VYNPC) agreed to sell
its nuclear generating unit for $22 million to an unaffiliated company.  Among
other commitments, the acquiring company agreed to assume the obligation to
decommission the unit after it is taken out of service, and the owners of VYNPC
(including CL&P) agreed to fund their shares of the decommissioning costs up to
a negotiated amount.  Subsequent to the time that agreement was executed, the
original proposed acquiring company increased its purchase price and three
other unaffiliated companies have indicated their interest in buying VYNPC's
generating unit on terms that have not been disclosed.  On February 14, 2001,
the Vermont Public Service Board dismissed the acquiring company's petition for
approval and VYNPC agreed to work with the Vermont regulators to develop an
auction process for the sale of the unit.  At present, CL&P expects that the
unit will be sold, but the identity of the owner and the terms of sale,
including price, future decommissioning obligations and future power purchase
obligations, are not known.

Nuclear Decommissioning
In connection with the aforementioned sale of the Millstone units, Dominion has
agreed to assume responsibility for decommissioning the Millstone units.

For further information regarding nuclear decommissioning, see Note 10,
"Nuclear Decommissioning and Plant Closure Costs," to the consolidated
financial statements.

Spent Nuclear Fuel Disposal Costs
The United States Department of Energy (DOE) originally was scheduled to begin
accepting delivery of spent nuclear fuel in 1998.  However, delays in
confirming the suitability of a permanent storage site continually have
postponed plans for the DOE's long-term storage and disposal site.  Extended
delays or a default by the DOE could lead to consideration of costly
alternatives.  CL&P has the primary responsibility for the interim storage of
its spent nuclear fuel prior to divestiture of its nuclear units.

For further information regarding spent nuclear fuel disposal costs, see
Note 9D, "Commitments and Contingencies - Spent Nuclear Fuel Disposal Costs,"
to the consolidated financial statements.

Other Matters
-------------

Environmental Matters
CL&P is subject to environmental laws and regulations structured to mitigate
or remove the effect of past operations and to improve or maintain the quality
of the environment.  For further information regarding environmental matters,
see Note 9C, "Commitments and Contingencies - Environmental Matters," to the
consolidated financial statements.

Other Commitments and Contingencies
For further information regarding other commitments and contingencies, see
Note 9, "Commitments and Contingencies," to the consolidated financial
statements.

Forward Looking Statements
This discussion and analysis includes forward looking statements, which are
statements of future expectations and not facts including, but not limited
to, statements regarding future earnings, refinancings, the use of proceeds
from restructuring, and the recovery of operating costs.  Words such as
estimates, expects, anticipates, intends, plans, and similar expressions
identify forward looking statements.  Actual results or outcomes could differ
materially as a result of further actions by state and federal regulatory
bodies, competition and industry restructuring, changes in economic conditions,
changes in historical weather patterns, changes in laws, developments in legal
or public policy doctrines, technological developments, and other presently
unknown or unforeseen factors.

RESULTS OF OPERATIONS
---------------------

The components of significant income statement variances for the past two
years are provided in the table below.


                                          Income Statement Variances
                                             (Millions of Dollars)

                               2000 over/(under) 1999   1999 over/(under) 1998
                               -----------------------------------------------
                                  Amount    Percent        Amount    Percent
                                  ------    -------        ------    -------

Operating Revenues                 $483        20%          $  66        3%

Operating Expenses:
Fuel, purchased and
  net interchange power             738        80            (143)     (13)
Other operation                     (68)      (14)            (41)      (8)
Maintenance                         (82)      (38)            (53)     (20)
Depreciation                        (76)      (39)            (23)     (10)
Amortization of regulatory
  assets, net                      (350)      (78)            327       (a)
Federal and state
  income taxes                        9         7             134       (a)
Taxes other than income taxes       (37)      (21)              4        3
Gain on sale of utility plant       286       100            (286)       -
                                   ----       ---            ----      ---
Total operating expenses            420        18             (81)      (3)
                                   ----       ---            ----      ---

Operating income                     63        36             147       (a)
                                   ----       ---            ----      ---

Other Income:
Equity in earnings of
  regional nuclear
  generating companies                7        (a)             (5)     (76)
Nuclear related costs                39        73              90       63
Other, net                           19        73             (20)      (a)
Other income taxes                   (6)      (16)            (30)     (45)
                                   ----       ---            ----      ---
Net other income                     59        (a)             35       42
Interest charges, net               (40)      (29)              -        -
                                   ----       ---            ----      ---
Net income/(loss)                  $162        (a)           $182       93
                                   ====       ===            ====      ===

(a) Percent greater than 100.

Operating Revenues
Operating revenues increased by $483 million or 20 percent in 2000, primarily
due to higher wholesale revenues ($510 million), primarily as a result of the
sale of the output from Millstone 2 and 3, and the amortization of the gain
on the transfer of certain hydroelectric generation assets ($25 million)
partially offset by lower retail revenues ($51 million).  Retail revenues
decreased primarily as a result of a 5 percent retail rate decrease ($108
million), partially offset by higher retail sales ($27 million) and by the
impact of Millstone 2 being returned to rate base ($30 million).  Retail sales
increased by 0.4 percent in 2000.

Operating revenues increased by $66 million or 3 percent in 1999, primarily due
to higher wholesale revenues ($72 million).  The wholesale revenue increase is
primarily due to higher energy sales and related capacity and transmission
revenues.  Retail revenues decreased primarily due to a retail rate reduction
($55 million) and lower fuel clause revenues ($33 million), partially offset by
the impact of Millstone 2 and 3 being returned to CL&P's rate base ($13
million) and higher retail sales ($62 million).  Retail kilowatt-hour sales
increased by 2.9 percent.

Fuel, Purchased and Net Interchange Power
Fuel, purchased and net interchange power expense increased in 2000, primarily
due to the transition, under industry restructuring, of purchasing full
requirements for customers from standard offer suppliers, in addition to the
remaining fuel costs of the nuclear units and cogenerators.

Fuel, purchased and net interchange power expense decreased in 1999, primarily
due to lower replacement power costs due to the return to service of Millstone
2 and 3, partially offset by higher purchased-power costs as a result of a
high sales demand.

Other Operation and Maintenance
Other operation and maintenance (O&M) expenses decreased in 2000, primarily due
to lower spending at the nuclear units ($56 million), the decommissioning
status of Millstone 1 ($14 million), lower expenses due to the sale of certain
fossil generation assets ($65 million), and lower administrative and general
expenses ($26 million), partially offset by higher customer service expenses
($39 million).

Other O&M expenses decreased in 1999, primarily due to lower costs at the
Millstone units ($107 million), lower conservation and load management
amortization ($14 million), and lower fossil O&M expenses ($7 million),
partially offset by the recognition of environmental insurance proceeds in
1998 ($9 million), higher transmission expenses ($12 million), and higher
storm costs ($12 million).

Depreciation
Depreciation expense decreased in 2000, primarily due to the effect of
discontinuing Statement of Financial Accounting Standards No. 71, "Accounting
for the Effects of Certain Types of Regulation," for the generation portion
of the business and the resulting reclassification of depreciable nuclear plant
balances to regulatory assets ($70 million), the sale of certain fossil
generation assets and the transfer of certain hydroelectric generation assets.

Depreciation decreased in 1999 primarily due to the retirement of Millstone 1.

Amortization of Regulatory Assets, Net
Amortization of regulatory assets, net decreased in 2000, primarily due to
changes in amortization levels as a result of industry restructuring ($128
million), the amortization in 1999 of the gain on the sale of fossil plants
($286 million), and the completion of the amortization of CL&P's cogeneration
deferral in the first quarter of 1999 ($6 million).  These decreases were
partially offset by higher amortization associated with the reclassified
nuclear plant balances ($70 million).

Amortization of regulatory assets, net increased in 1999, primarily due to
the increased amortization associated with the gain on the sale of fossil
generation assets ($286 million), the amortization of CL&P's Millstone 1
remaining investment ($51 million) and the amortization associated with the
reclassified nuclear plant balances transferred to regulatory assets ($19
million).  These increases were partially offset by the completion of the
amortization of the cogeneration deferral in the first quarter of 1999
($23 million).

Federal and State Income Taxes
Federal and state income taxes increased in 2000 and 1999, primarily due
to higher book taxable income.

Taxes Other Than Income Taxes
Taxes other than income taxes decreased in 2000, primarily due to lower
Connecticut gross earnings tax ($18 million) and lower local property taxes
($7 million).

Gain on Sale of Utility Plant
CL&P recorded a gain on the sale of its fossil generation assets in 1999.
A corresponding amount of amortization expense was recorded.

Equity Earnings of Regional Nuclear Generating Companies
Equity earnings of regional nuclear generating companies increased in 2000,
primarily due to higher earnings from the Connecticut Yankee Atomic Power
Company (CYAPC) as a result of a favorable rate settlement.

Equity earnings of regional nuclear generating companies decreased in 1999,
primarily due to lower earnings from CYAPC.

Nuclear Related Costs
Nuclear related costs in 2000 are comprised of the settlement of Millstone 3
joint owner litigation, net of insurance proceeds ($9 million) and a settlement
with the town of Wallingford ($5 million).

In comparison, nuclear related costs in 1999 are comprised of one-time charges
related to the write-off of capital projects as a result of the Connecticut
standard offer decision ($11 million), the settlement of Millstone 3 joint
owner litigation, net of insurance proceeds ($22 million) and the write-off
of Connecticut Municipal Electric Energy Cooperative (CMEEC) nuclear costs
($20 million).  Nuclear related costs in 1998 are comprised of a write-off
of the Millstone 1 entitlement formerly held by CMEEC ($28 million), and the
write-off of an unrecoverable Millstone 1 cost as a result of the February
1999 rate decision ($115 million).

Other, Net
Other, net, increased in 2000, primarily due to the 1999 write-off of stranded
costs in relation to the treatment of market-based contracts ($15 million).

Other, net, decreased in 1999, primarily due to the 1999 write-off of stranded
costs in relation to the treatment of market-based contracts.

Interest Charges, Net
Interest charges, net, decreased in 2000, primarily due to reacquisitions and
retirements of long-term debt in 2000.


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------

To the Board of Directors
   of The Connecticut Light and Power Company:

We have audited the accompanying consolidated balance sheets of The Connecticut
Light and Power Company (a Connecticut corporation and a wholly owned
subsidiary of Northeast Utilities) and subsidiaries as of December 31, 2000
and 1999, and the related consolidated statements of income, comprehensive
income, common stockholder's equity and cash flows for each of the three
years in the period ended December 31, 2000.  These financial statements are
the responsibility of the company'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.  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 examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 The Connecticut Light
and Power Company and subsidiaries as of December 31, 2000 and 1999, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.



                                    /s/ ARTHUR ANDERSEN LLP
                                        ARTHUR ANDERSEN LLP



Hartford, Connecticut
January 23, 2001 (except with
respect to the matter discussed
in Note 15, as to which the
date is March 13, 2001)


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                        2000         1999         1998
------------------------------------------------------------------------------------------
                                                            (Thousands of Dollars)
<S>                                                 <C>          <C>          <C>
Operating Revenues................................. $ 2,935,922  $ 2,452,855  $ 2,386,864
                                                    ------------ ------------ ------------
Operating Expenses:
  Operation -
    Fuel, purchased and net interchange power.....    1,665,806      927,989    1,070,677
    Other.........................................      412,230      480,138      520,518
  Maintenance......................................     136,141      217,961      271,317
  Depreciation.....................................     117,305      193,776      216,509
  Amortization of regulatory assets, net...........      97,315      447,776      120,884
  Federal and state income taxes...................     130,994      122,059      (11,642)
  Taxes other than income taxes....................     137,846      174,884      170,347
  Gain on sale of utility plant....................        -        (286,477)        -
                                                    ------------ ------------ ------------
        Total operating expenses...................   2,697,637    2,278,106    2,358,610
                                                    ------------ ------------ ------------
Operating Income...................................     238,285      174,749       28,254
                                                    ------------ ------------ ------------
Other Income/(Loss):
  Equity in earnings of regional nuclear
    generating companies...........................       8,246        1,506        6,241
  Nuclear related costs............................     (14,099)     (53,031)    (143,239)
  Other, net.......................................      (7,071)     (25,962)      (6,075)
  Minority interest in loss of subsidiary..........      (9,300)      (9,300)      (9,300)
  Income taxes.....................................      30,940       36,921       67,127
                                                    ------------ ------------ ------------
        Other income/(loss), net...................       8,716      (49,866)     (85,246)
                                                    ------------ ------------ ------------
        Income/(loss) before interest charges......     247,001      124,883      (56,992)
                                                    ------------ ------------ ------------

Interest Charges:
  Interest on long-term debt.......................      89,841      127,533      133,192
  Other interest...................................       9,025       10,918        5,541
                                                    ------------ ------------ ------------
        Interest charges, net......................      98,866      138,451      138,733
                                                    ------------ ------------ ------------

Net Income/(Loss).................................. $   148,135  $   (13,568) $  (195,725)
                                                    ============ ============ ============

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Net Income/(Loss).................................. $   148,135  $   (13,568) $  (195,725)
                                                    ------------ ------------ ------------
Other comprehensive income, net of tax:
  Unrealized gains on securities...................          90           38          638
  Minimum pension liability adjustments............        -            -            (260)
                                                    ------------ ------------ ------------
        Other comprehensive income, net of tax.....          90           38          378
                                                    ------------ ------------ ------------
Comprehensive Income/(Loss)                         $   148,225  $   (13,530) $  (195,347)
                                                    ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.



THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
AT DECEMBER 31,                                                  2000           1999
----------------------------------------------------------------------------------------
                                                                (Thousands of Dollars)
<S>                                                          <C>           <C>
ASSETS
------

Utility Plant, at original cost:
  Electric................................................  $  5,756,098   $  5,811,126

     Less: Accumulated provision for depreciation.........     4,210,429      4,234,771
                                                            -------------  -------------
                                                               1,545,669      1,576,355
  Construction work in progress...........................       128,835        115,529
  Nuclear fuel, net.......................................        79,672         80,766
                                                            -------------  -------------
     Total net utility plant..............................     1,754,176      1,772,650
                                                            -------------  -------------
Other Property and Investments:
  Nuclear decommissioning trusts, at market...............       536,912        516,796
  Investments in regional nuclear generating
   companies, at equity...................................        41,395         54,472
  Other, at cost..........................................        33,708         36,696
                                                            -------------  -------------
                                                                 612,015        607,964
                                                            -------------  -------------
Current Assets:
  Cash....................................................         5,461            364
  Investment in securitizable assets......................        98,146        107,620
  Notes receivable from affiliated companies..............        38,000           -
  Receivables less accumulated provision for
   uncollectible accounts of $300 in 2000 and 1999........        29,245         19,680
  Accounts receivable from affiliated companies...........       103,763          3,390
  Fuel, materials and supplies, at average cost...........        36,332         37,603
  Prepayments and other...................................        32,291         35,163
                                                            -------------  -------------
                                                                 343,238        203,820
                                                            -------------  -------------
Deferred Charges:
  Regulatory assets.......................................     1,835,967      2,564,095
  Unamortized debt expense................................        14,794         16,323
  Prepaid pension.........................................       170,672        113,465
  Other...................................................        33,336         19,967
                                                            -------------  -------------
                                                               2,054,769      2,713,850
                                                            -------------  -------------

Total Assets..............................................  $  4,764,198   $  5,298,284
                                                            =============  =============
</TABLE>
The accompanying notes are an integral part of these financial statements.



THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
AT DECEMBER 31,                                                    2000           1999
------------------------------------------------------------------------------------------
                                                                  (Thousands of Dollars)
<S>                                                           <C>            <C>
CAPITALIZATION AND LIABILITIES
------------------------------

Capitalization:
  Common stock, $10 par value - authorized
   24,500,000 shares; 7,584,884 shares outstanding in 2000
   and 12,222,930 shares outstanding in 1999................  $     75,849   $    122,229
  Capital surplus, paid in..................................       413,192        665,598
  Retained earnings.........................................       243,197        153,254
  Accumulated other comprehensive income....................           506            416
                                                              -------------  -------------
           Total common stockholder's equity................       732,744        941,497
  Preferred stock not subject to mandatory redemption.......       116,200        116,200
  Preferred stock subject to mandatory redemption...........          -            79,789
  Long-term debt............................................     1,072,688      1,241,051
                                                              -------------  -------------
           Total capitalization.............................     1,921,632      2,378,537
                                                              -------------  -------------
Minority Interest in Consolidated Subsidiary................       100,000        100,000
                                                              -------------  -------------
Obligations Under Capital Leases............................        39,910         50,969
                                                              -------------  -------------
Current Liabilities:
  Notes payable to banks....................................       115,000         90,000
  Notes payable to affiliated company.......................          -            11,700
  Long-term debt and preferred stock - current portion......       160,000        178,755
  Obligations under capital leases - current portion........        89,959         93,431
  Accounts payable..........................................       153,944        101,106
  Accounts payable to affiliated companies..................       122,106          3,215
  Accrued taxes.............................................        32,901        169,214
  Accrued interest..........................................        13,995         18,640
  Other.....................................................        31,324         26,347
                                                              -------------  -------------
                                                                   719,229        692,408
                                                              -------------  -------------
Deferred Credits and Other Long-term Liabilities:
  Accumulated deferred income taxes.........................       977,439        999,473
  Accumulated deferred investment tax credits...............        99,771        107,064
  Decommissioning obligation - Millstone 1..................       580,320        580,320
  Deferred contractual obligations..........................       160,590        238,142
  Other.....................................................       165,307        151,371
                                                              -------------  -------------
                                                                 1,983,427      2,076,370
                                                              -------------  -------------
Commmitments and Contingencies (Note 9)

Total Capitalization and Liabilities........................  $  4,764,198   $  5,298,284
                                                              =============  =============
</TABLE>
The accompanying notes are an integral part of these financial statements.



THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                              Accumulated
                                                      Capital    Retained        Other
                                           Common    Surplus,    Earnings    Comprehensive
                                           Stock      Paid In       (a)         Income         Total
-------------------------------------------------------------------------------------------------------
                                                         (Thousands of Dollars)


<S>                                      <C>        <C>         <C>                  <C>    <C>
Balance at January 1, 1998............   $122,229   $ 641,333   $ 419,972   $        -      $1,183,534

    Net loss for 1998.................                           (195,725)                    (195,725)
    Cash dividends on preferred stock.                            (14,139)                     (14,139)
    Capital stock expenses, net.......                  2,764                                    2,764
    Capital contribution from
      Northeast Utilities.............                 20,000                                   20,000
    Gain on repurchase of
      preferred stock.................                     59                                       59
    Other comprehensive income........                                                378          378
                                         ---------  ----------  ----------  --------------  -----------
Balance at December 31, 1998..........    122,229     664,156     210,108             378      996,871

    Net loss for 1999.................                            (13,568)                     (13,568)
    Cash dividends on preferred stock.                            (12,832)                     (12,832)
    Capital stock expenses, net.......                  1,442                                    1,442
    Allocation of benefits - ESOP.....                            (30,454)                     (30,454)
    Other comprehensive income........                                                 38           38
                                         ---------  ----------  ----------  --------------  -----------
Balance at December 31, 1999..........    122,229     665,598     153,254             416      941,497

    Net income for 2000...............                            148,135                      148,135
    Cash dividends on preferred stock.                             (7,402)                      (7,402)
    Cash dividends on common stock....                            (72,014)                     (72,014)
    Redemption of preferred stock.....                   (749)                                    (749)
    Repurchase of common stock........    (46,380)   (253,620)                                (300,000)
    Capital stock expenses, net.......                  1,963                                    1,963
    Tax benefit for 1993-1999 from
     reduction of NU parent
     losses (b).......................                             21,461                       21,461
    Allocation of benefits - ESOP.....                               (237)                        (237)
    Other comprehensive income........                                                 90           90
                                         ---------  ----------  ----------  --------------  -----------
Balance at December 31, 2000..........   $ 75,849   $ 413,192   $ 243,197   $         506   $  732,744
                                         =========  ==========  ==========  ==============  ===========
</TABLE>

(a) The company has no dividend restrictions.  However, the company has a 30%
    common equity test to meet and therefore, at December 31, 2000, cannot pay
    out approximately $152.9 million in equity.

(b) In June 1999, CL&P paid NU parent $30.5 million for NU shares issued from
    1992 through 1998 on behalf of its employees in accordance with NU's 401(k)
    plan.  This transaction resulted in a reduction of the NU parent loss and
    a tax benefit to CL&P.  The amount in 2000 represents the remaining
    previously unallocated 1993 through 1999 NU parent losses.

The accompanying notes are an integral part of these financial statements.



THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                               For the Years Ended December 31,
-----------------------------------------------------------------------------------------------
(Thousands of Dollars)                                             2000       1999       1998
-----------------------------------------------------------------------------------------------
<S>                                                            <C>        <C>        <C>
Operating Activities:
  Net income/(loss)........................................... $ 148,135  $ (13,568) $(195,725)
  Adjustments to reconcile to net cash
   provided by operating activities:
    Depreciation..............................................   117,305    193,776    216,509
    Deferred income taxes and investment tax credits, net.....     5,672   (140,459)   (65,689)
    Amortization of regulatory assets, net ...................    97,315    447,776    120,884
    Amortization of recoverable energy costs..................     4,155     12,702     30,745
    Nuclear related costs.....................................    14,099     53,031    143,239
    Tax benefit for 1993-1999 from
      reduction of NU parent losses...........................    21,461        -          -
    Allocation of ESOP benefits...............................      (237)   (30,454)       -
    Gain on sale of utility plant.............................    25,444   (286,477)       -
    Net other (uses)/sources of cash..........................  (112,915)  (141,675)    43,297
  Changes in working capital:
    Receivables...............................................  (109,938)       837     29,914
    Fuel, materials and supplies..............................     1,271     34,379      9,896
    Accounts payable..........................................   171,729    (49,477)   (63,592)
    Accrued taxes.............................................  (136,313)   149,818    (13,621)
    Investments in securitizable assets.......................     9,474     52,633     45,372
    Other working capital (excludes cash).....................     3,204     16,585     62,901
                                                               ---------- ---------- ----------
Net cash flows provided by operating activities...............   259,861    299,427    364,130
                                                               ---------- ---------- ----------
Investing Activities:
  Investments in plant:
    Electric utility plant....................................  (208,249)  (180,982)  (132,194)
    Nuclear fuel..............................................   (35,709)   (26,198)    (8,444)
                                                               ---------- ---------- ----------
    Net cash flows used for investments in plant..............  (243,958)  (207,180)  (140,638)

  Investment in NU system Money Pool..........................   (38,000)     6,600     (6,600)
  Investments in nuclear decommissioning trusts...............   (25,133)   (54,582)   (54,106)
  Other investment activities, net............................    10,246       (355)    (1,655)
  Net proceeds from the transfer/sale of utility plant........   686,807    516,912        -
  Capital contributions from Northeast Utilities..............       -          -       20,000
                                                               ---------- ---------- ----------
Net cash flows provided by/(used in) investing activities.....   389,962    261,395   (182,999)
                                                               ---------- ---------- ----------
Financing Activities:
  Net increase/(decrease) in short-term debt..................    13,300     91,700    (86,300)
  Reacquisitions and retirements of long-term debt............  (179,071)  (620,010)   (45,006)
  Reacquisitions and retirements of preferred stock...........   (99,539)   (19,750)   (35,711)
  Repurchase of common shares.................................  (300,000)       -          -
  Cash dividends on preferred stock...........................    (7,402)   (12,832)   (14,139)
  Cash dividends on common stock..............................   (72,014)       -          -
                                                               ---------- ---------- ----------
Net cash flows used in financing activities...................  (644,726)  (560,892)  (181,156)
                                                               ---------- ---------- ----------

Net increase/(decrease) in cash for the period................     5,097        (70)       (25)
Cash - beginning of period....................................       364        434        459
                                                               ---------- ---------- ----------
Cash - end of period.......................................... $   5,461  $     364  $     434
                                                               ========== ========== ==========
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
  Interest, net of amounts capitalized........................ $  96,735  $ 142,398  $ 110,119
                                                               ========== ========== ==========
  Income taxes................................................ $ 226,380  $  19,754  $ (46,747)
                                                               ========== ========== ==========
Increase in obligations:
  Niantic Bay Fuel Trust...................................... $   6,535  $   4,752  $  10,208
                                                               ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A.  About The Connecticut Light and Power Company
         The Connecticut Light and Power Company (CL&P or the company) along
         with the Public Service Company of New Hampshire (PSNH), Western
         Massachusetts Electric Company (WMECO), North Atlantic Energy
         Corporation (NAEC), and Holyoke Water Power Company (HWP) are the
         operating companies comprising the Northeast Utilities system (NU
         system) and are wholly owned by Northeast Utilities (NU).  The NU
         system serves in excess of 30 percent of New England's electric needs
         and is one of the 25 largest electric utility systems in the country
         as measured by revenues.  The NU system furnishes franchised retail
         electric service in Connecticut, New Hampshire and western
         Massachusetts through CL&P, PSNH and WMECO.  NAEC sells all of its
         entitlement to the capacity and output of the Seabrook Station nuclear
         unit (Seabrook) to PSNH under the terms of two life-of-unit, full cost
         recovery contracts.  HWP, also is engaged in the production and
         distribution of electric power.

         On March 1, 2000, NU completed its acquisition of Yankee Energy
         System, Inc., the parent company of Yankee Gas Services Company,
         Connecticut's largest natural gas distribution system.

         NU is registered with the Securities and Exchange Commission (SEC)
         as a holding company under the Public Utility Holding Company Act of
         1935 (1935 Act) and the NU system, including CL&P, is subject to
         provisions of the 1935 Act.  Arrangements among the NU system
         companies, outside agencies and other utilities covering
         interconnections, interchange of electric power and sales of utility
         property are subject to regulation by the Federal Energy Regulatory
         Commission (FERC) and/or the SEC.  CL&P is subject to further
         regulation for rates, accounting and other matters by the FERC and
         the Connecticut Department of Public Utility Control (DPUC).

         Several wholly owned subsidiaries of NU provide support services for
         the NU system companies, including CL&P, and, in some cases, for other
         New England utilities.  Northeast Utilities Service Company (NUSCO)
         provides centralized accounting, administrative, information
         resources, engineering, financial, legal, operational, planning,
         purchasing, and other services to the NU system companies, including
         CL&P.  Northeast Nuclear Energy Company acts as agent for the NU
         system companies and other New England utilities in operating the
         Millstone nuclear units.  North Atlantic Energy Service Corporation
         has operational responsibility for Seabrook.  In addition, CL&P has
         established a special purpose subsidiary whose business consists of
         the purchase and resale of receivables.

     B.  Presentation
         The consolidated financial statements of CL&P include the accounts of
         all subsidiaries.  Intercompany transactions have been eliminated in
         consolidation.

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States requires management
         to make estimates and assumptions that affect the reported amounts of
         assets and liabilities and disclosure of contingent liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period.  Actual results could differ
         from those estimates.

         Certain reclassifications of prior years' data have been made to
         conform with the current year's presentation.

         All transactions among affiliated companies are on a recovery of cost
         basis which may include amounts representing a return on equity and
         are subject to approval by various federal and state regulatory
         agencies and the DPUC.

     C.  New Accounting Standards
         Derivative Instruments:  Effective January 1, 2001, CL&P adopted
         Statement of Financial Accounting Standards (SFAS) No. 133,
         "Accounting for Derivative Instruments and Hedging Activities,"
         as amended.  SFAS No. 133 requires that derivative instruments be
         recorded as an asset or liability measured at its fair value and that
         changes in the fair value of derivative instruments be recognized
         currently in earnings unless specific hedge accounting criteria are
         met.

         In order to implement SFAS No. 133 by January 1, 2001, NU established
         a cross-functional project team to identify all derivative
         instruments, measure the fair value of those derivative instruments,
         designate and document various hedge relationships, and evaluate the
         effectiveness of those hedge relationships.  NU has completed the
         process of identifying all derivative instruments and has established
         appropriate fair value measurements of those derivative instruments in
         place at January 1, 2001.  In addition, for those derivative
         instruments which are hedging an identified risk, NU has designated
         and documented all hedging relationships anew.

         Management believes the adoption of this new standard will not have a
         material impact on CL&P's financial position or results of operations.

         Transfers of Financial Assets: In September 2000, the Financial
         Accounting Standards Board (FASB) issued SFAS No. 140, "Accounting
         for Transfers and Servicing of Financial Assets and Extinguishments
         of Liabilities - a Replacement of FASB Statement No. 125."  SFAS No.
         140 revises the criteria for accounting for securitizations, other
         financial asset transfers and collateral and introduces new
         disclosures, but otherwise carries forward most of the provisions of
         SFAS No. 125, "Accounting for Transfers and Servicing of Financial
         Assets and Extinguishments of Liabilities," without amendment.
         SFAS No. 140 is effective for transfers and servicing of financial
         assets and extinguishments of liabilities occurring after March 31,
         2001, and is effective for recognition and reclassification of
         collateral and for disclosures relating to securitization transactions
         and collateral for fiscal years ending after December 15, 2000.  The
         adoption of the disclosure requirements under SFAS No. 140 did not
         have a material impact on CL&P's consolidated financial statements.

         Revenue Recognition: In December 1999, the SEC issued Staff Accounting
         Bulletin (SAB) No. 101, "Revenue Recognition."  The adoption of SAB
         No. 101, as amended, did not have a material impact on CL&P's
         consolidated financial statements.

     D.  Investments and Jointly Owned Electric Utility Plant
         Regional Nuclear Generating Companies:  CL&P owns common stock in four
         regional nuclear companies (Yankee Companies).  CL&P's ownership
         interests in the Yankee Companies at December 31, 2000 and 1999, which
         are accounted for on the equity method due to CL&P's ability to
         exercise significant influence over their operating and financial
         policies are 34.5 percent of the Connecticut Yankee Atomic Power
         Company (CYAPC), 24.5 percent of the Yankee Atomic Electric Company
         (YAEC), 12 percent of the Maine Yankee Atomic Power Company (MYAPC),
         and 9.5 percent of the Vermont Yankee Nuclear Power Corporation
         (VYNPC).  CL&P's total equity investment in the Yankee Companies at
         December 31, 2000 and 1999, is $41.4 million and $54.5 million,
         respectively.  Each Yankee Company owns a single nuclear generating
         unit.  However, VYNPC is the only unit still in operation at
         December 31, 2000.

         Millstone:  CL&P has an 81 percent joint ownership interest in both
         Millstone 1, a 660 megawatt (MW) nuclear unit, which is currently in
         decommissioning status, and Millstone 2, an 870 MW nuclear generating
         unit.  CL&P has a 52.93 percent joint ownership interest in Millstone
         3, a 1,154 MW nuclear generating unit.  On August 7, 2000, CL&P and
         certain other joint owners reached an agreement to sell substantially
         all of the Millstone units to Dominion Resources, Inc. (Dominion) for
         approximately $1.3 billion, including approximately $105 million for
         nuclear fuel.  NU currently expects to close on the sale of Millstone
         as early as the end of March 2001.

         Seabrook:  CL&P has a 4.06 percent joint ownership interest in
         Seabrook, a 1,148 MW nuclear generating unit.  CL&P expects to auction
         its joint ownership interest in Seabrook, jointly with NAEC, in 2001
         with a closing on the sale expected in 2002.

         Plant-in-service and the accumulated provision for depreciation for
         CL&P's share of Millstone 2 and 3 and Seabrook are as follows:

         ----------------------------------------------------------------------
         At December 31,                                 2000         1999
         ----------------------------------------------------------------------
                                                       (Millions of Dollars)
         Plant-in-service
         Millstone 2...............................   $  779.7      $  771.7
         Millstone 3...............................    1,924.7       1,915.1
         Seabrook..................................      174.7         173.9
         Accumulated provision for depreciation
         Millstone 2...............................   $  779.1      $  743.3
         Millstone 3...............................    1,815.0       1,822.8
         Seabrook..................................      164.0         165.7
         ----------------------------------------------------------------------

     E.  Depreciation
         The provision for depreciation is calculated using the straight-line
         method based on estimated remaining useful lives of depreciable
         utility plant-in-service, adjusted for salvage value and removal
         costs, as approved by the appropriate regulatory agency where
         applicable.  Except for major facilities, depreciation rates are
         applied to the average plant-in-service during the period.  Major
         facilities are depreciated from the time they are placed in service.
         When plant is retired from service, the original cost of the plant,
         including costs of removal less salvage, is charged to the accumulated
         provision for depreciation.  The costs of closure and removal of
         nonnuclear facilities are accrued over the life of the plant as a
         component of depreciation.  The depreciation rates for the several
         classes of electric plant-in-service are equivalent to a composite
         rate of 3 percent in 2000, 3.3 percent in 1999 and 3.2 percent in
         1998.

         As a result of discontinuing the application of SFAS No. 71
         "Accounting for the Effects of Certain Types of Regulation," for
         CL&P's generation business in 1999, including CL&P's ownership
         interest in Seabrook, the company recorded a charge to accumulated
         depreciation for the nuclear plant in excess of the estimated fair
         market value at the time in the amount of $1.7 billion and a
         corresponding regulatory asset was created.

     F.  Revenues
         Revenues are based on authorized rates applied to each customer's
         use of electricity.  In general, rates can be changed only through
         a formal proceeding before the DPUC.  Regulatory commissions also
         have authority over the terms and conditions of nontraditional rate-
         making arrangements.  At the end of each accounting period, CL&P
         accrues a revenue estimate for the amount of energy delivered but
         unbilled.

     G.  Regulatory Accounting and Assets
         The accounting policies of CL&P and the accompanying consolidated
         financial statements conform to accounting principles generally
         accepted in the United States applicable to rate-regulated enterprises
         and historically reflect the effects of the rate-making process in
         accordance with SFAS No. 71.  As a result of final restructuring
         orders issued in 1999, CL&P discontinued the application of SFAS No.
         71 for the generation portion of its business.

         CL&P's transmission and distribution business will continue to be
         cost-based and management believes the application of SFAS No. 71
         continues to be appropriate.  Management continues to believe it is
         probable that CL&P will recover its investments in long-lived assets,
         including regulatory assets through charges to their transmission and
         distribution customers generally over periods which end between the
         years 2015 through 2026, subject to certain adjustments.  The majority
         for CL&P will be recovered through a transition charge over a 12-year
         period.  In addition, all material regulatory assets are earning a
         return.  The components of CL&P's regulatory assets are as follows:

         ----------------------------------------------------------------------
         At December 31,                                 2000        1999
         ----------------------------------------------------------------------
                                                       (Millions of Dollars)

         Recoverable nuclear costs...............      $1,122.4    $1,781.9
         Income taxes, net.......................         371.9       399.5
         Unrecovered contractual obligations.....         171.8       228.9
         Recoverable energy costs, net...........          85.2        89.5
         Other...................................          84.7        64.3
                                                       --------    --------
                                                       $1,836.0    $2,564.1
                                                       ========    ========
         ----------------------------------------------------------------------

         As a result of discontinuing the application of SFAS No. 71 in 1999
         for CL&P's generation business, the company reclassified nuclear plant
         in excess of its estimated fair market value from plant to regulatory
         assets.  As of December 31, 2000 and 1999, excluding the impact of the
         transfer of generation assets to Northeast Generation Company in 2000,
         the unamortized balance ($1.35 billion and $1.38 billion,
         respectively) is classified as recoverable nuclear costs.  Also
         included in that regulatory asset component for 2000 and 1999 are
         $344.3 million and $401.9 million, respectively, which includes
         Millstone 1 recoverable nuclear costs relating to the recoverable
         portion of the undepreciated plant and related assets ($51.2 million
         and $101.9 million, respectively) and the decommissioning and closure
         obligation ($293.1 million and $300 million, respectively).

    H.   Income Taxes
         The tax effect of temporary differences (differences between the
         periods in which transactions affect income in the financial
         statements and the periods in which they affect the determination of
         taxable income) is accounted for in accordance with the rate-making
         treatment of the applicable regulatory commissions.

         The tax effect of temporary differences, including timing differences
         accrued under previously approved accounting standards, that give
         rise to the accumulated deferred tax obligation is as follows:

         ----------------------------------------------------------------------
         At December 31,                                 2000        1999
         ----------------------------------------------------------------------
                                                       (Millions of Dollars)

         Accelerated depreciation and
           other plant-related differences.......       $800.0      $845.6

         Regulatory assets -
           income tax gross up...................        142.6       153.7

         Other...................................         34.8         0.2
                                                        ------      ------
                                                        $977.4      $999.5
                                                        ======      ======
        -----------------------------------------------------------------------

    I.  Unrecovered Contractual Obligations
        Under the terms of contracts with the Yankee Companies, the
        shareholder-sponsored companies, including CL&P, are responsible for
        their proportionate share of the remaining costs of the units,
        including decommissioning.  As management expects that CL&P will be
        allowed to recover these costs from its customers, CL&P has recorded a
        regulatory asset, with a corresponding obligation, on its consolidated
        balance sheet.

    J.  Recoverable Energy Costs
        Under the Energy Policy Act of 1992 (Energy Act), CL&P is assessed for
        its proportionate share of the costs of decontaminating and
        decommissioning uranium enrichment plants owned by the United States
        Department of Energy (DOE) (D&D Assessment).  The Energy Act requires
        that regulators treat D&D Assessments as a reasonable and necessary
        current cost of fuel, to be fully recovered in rates like any other
        fuel cost.  CL&P is currently recovering these costs through rates.
        As of December 31, 2000 and 1999, CL&P's total D&D Assessment deferrals
        were $24.1 million and $26.9 million, respectively.

        Through December 31, 1999, CL&P had an energy adjustment clause under
        which fuel prices above or below base-rate levels were charged to or
        credited to customers.  Coincident with the start of restructuring, the
        energy adjustment clause was terminated.  Energy costs deferred and not
        yet collected under the energy adjustment clause amounted to $61.1
        million and $62.6 million at December 31, 2000 and 1999, respectively.
        This balance is recorded as a generation-related stranded cost and will
        be recovered through a transition charge mechanism pending final
        DPUC approval.

2.   SHORT-TERM DEBT
     Limits:  The amount of short-term borrowings that may be incurred by CL&P
     is subject to periodic approval by either the SEC under the 1935 Act or by
     state regulators.  Currently, SEC authorization allows CL&P to incur total
     short-term borrowings up to a maximum of $375 million.  In addition, the
     charter of CL&P contains preferred stock provisions restricting the amount
     of unsecured debt the company may incur.  As of December 31, 2000, CL&P's
     charter permits CL&P to incur $245 million of additional unsecured debt.

     Credit Agreement:  On November 17, 2000, CL&P and WMECO entered into a
     364-day revolving credit facility for $350 million, replacing the previous
     $500 million facility which was to expire on November 17, 2000.  CL&P may
     draw up to $200 million under the facility which, until the nuclear
     divestiture, is secured by second mortgages on Millstone 2 and 3.  Once
     CL&P and WMECO receive the proceeds from securitization, the $350 million
     revolving credit facility will be reduced to $250 million, with a $150
     million limit for CL&P.  Unless extended, the credit facility will expire
     on November 16, 2001.  At December 31, 2000 and 1999, there were $115
     million and $90 million, respectively, in borrowings under these
     facilities.

     Under the aforementioned credit agreement, CL&P may borrow at fixed or
     variable rates plus an applicable margin based upon certain debt ratings,
     as rated by the lower of Standard and Poor's or Moody's Investors Service.
     The weighted average interest rate on CL&P's notes payable to banks
     outstanding on December 31, 2000 and 1999, was 8.41 percent and 7.69
     percent, respectively.  Maturities of short-term debt obligations were for
     periods of three months or less.

     This credit agreement provides that CL&P must comply with certain
     financial and nonfinancial covenants as are customarily included in such
     agreements, including, but not limited to, common equity ratios and
     interest coverage ratios.  CL&P currently is and expects to remain in
     compliance with these covenants.

     Money Pool:  Certain subsidiaries of NU, including CL&P, are members of
     the Northeast Utilities System Money Pool (Pool).  The Pool provides a
     more efficient use of the cash resources of the NU system and reduces
     outside short-term borrowings.  NUSCO administers the Pool as agent for
     the member companies.  Short-term borrowing needs of the member companies
     are first met with available funds of other member companies, including
     funds borrowed by NU parent.  NU parent may lend to the Pool but may not
     borrow.  Funds may be withdrawn from or repaid to the Pool at any
     time without prior notice.  Investing and borrowing subsidiaries receive
     or pay interest based on the average daily federal funds rate.  Borrowings
     based on loans from NU parent, however, bear interest at NU parent's cost
     and must be repaid based upon the terms of NU parent's original borrowing.
     At December 31, 2000 and 1999, CL&P had $38 million of lendings to and
     $11.7 million of borrowings from the Pool, respectively.  The interest
     rate on lendings to and borrowings from the Pool at December 31, 2000 and
     1999, was 5.4 percent and 4.9 percent, respectively.

3.   LEASES
     CL&P finances its respective shares of nuclear fuel for Millstone 2 and 3
     under the Niantic Bay Fuel Trust (NBFT) capital lease agreement.  This
     capital lease agreement has an expiration date of June 1, 2040.  At
     December 31, 2000 and 1999, the present value of CL&P's capital lease
     obligation to the NBFT was $112.6 million and $127.2 million,
     respectively.  In connection with the planned nuclear divestiture, the
     NBFT capital lease will be terminated, the nuclear fuel will be
     transferred to Dominion and the related $180 million Series G Intermediate
     Term Note Agreement will be extinguished with the divestiture proceeds.

     CL&P makes quarterly lease payments for the cost of nuclear fuel consumed
     in the reactors based on a units-of-production method at rates which
     reflect estimated kilowatt-hours of energy provided plus financing costs
     associated with the fuel in the reactors.  Upon permanent discharge from
     the reactors, CL&P's ownership interest in the nuclear fuel transfers to
     CL&P.

     CL&P also has entered into lease agreements, some of which are capital
     leases, for the use of data processing and office equipment, vehicles,
     nuclear control room simulators, and office space.  The provisions of
     these lease agreements generally provide for renewal options.

     Capital lease rental payments charged to operating expense were $36.3
     million in 2000, $10 million in 1999 and $20.5 million in 1998.  Interest
     included in capital lease rental payments was $7.9 million in 2000, $9.4
     million in 1999 and $14.1 million in 1998.  Operating lease rental
     payments charged to expense were $9.8 million in 2000, $14.3 million in
     1999 and $17.9 million in 1998.

     Future minimum rental payments, excluding annual nuclear fuel lease
     payments and executory costs such as property taxes, state use taxes,
     insurance, and maintenance, under long-term noncancelable leases, as of
     December 31, 2000, are as follows:

     -------------------------------------------------------------------------
     Year                                 Capital Leases     Operating Leases
     -------------------------------------------------------------------------
                                                 (Millions of Dollars)

     2001................................    $  2.4                $11.5
     2002................................       2.4                 10.0
     2003................................       2.4                  8.1
     2004................................       2.4                  6.6
     2005................................       2.4                  5.9
     After 2005..........................      27.0                 13.4
                                             ------                -----
     Future minimum lease payments.......      39.0                $55.5
                                                                   =====
     Less amount representing interest...      21.7
                                             ------
     Present value of future minimum
       lease payments for other than
       nuclear fuel......................      17.3

     Present value of future nuclear
       fuel lease payments...............     112.6
                                             ------
     Present value of future minimum
       lease payments....................    $129.9
                                             ======
     -------------------------------------------------------------------------

4.   PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION
     Details of preferred stock not subject to mandatory redemption are as
     follows:

     --------------------------------------------------------------------------
                              December 31,     Shares
                                  2000       Outstanding        December 31,
                               Redemption    December 31,     ---------------
     Description                  Price         2000          2000       1999
     --------------------------------------------------------------------------
                                                      (Millions of Dollars)

     $1.90  Series of 1947      $52.50        163,912        $  8.2     $  8.2
     $2.00  Series of 1947       54.00        336,088          16.8       16.8
     $2.04  Series of 1949       52.00        100,000           5.0        5.0
     $2.20  Series of 1949       52.50        200,000          10.0       10.0
      3.90% Series of 1949       50.50        160,000           8.0        8.0
     $2.06  Series E of 1954     51.00        200,000          10.0       10.0
     $2.09  Series F of 1955     51.00        100,000           5.0        5.0
      4.50% Series of 1956       50.75        104,000           5.2        5.2
      4.96% Series of 1958       50.50        100,000           5.0        5.0
      4.50% Series of 1963       50.50        160,000           8.0        8.0
      5.28% Series of 1967       51.43        200,000          10.0       10.0
     $3.24  Series G of 1968     51.84        300,000          15.0       15.0
      6.56% Series of 1968       51.44        200,000          10.0       10.0
                                                             ------     ------
                                                             $116.2     $116.2
                                                             ======     ======
     --------------------------------------------------------------------------

5.   LONG-TERM DEBT
     Details of long-term debt outstanding are as follows:

     --------------------------------------------------------------------------
     At December 31,                                    2000       1999
     --------------------------------------------------------------------------
                                                      (Millions of Dollars)
     First Mortgage Bonds:
     5 3/4% Series XX due 2000...................     $     -     $  159.0
     7 7/8% Series A  due 2001...................        160.0       160.0
     7 3/4% Series C  due 2002...................        200.0       200.0
     7 3/8% Series TT due 2019...................           -         20.0
     8 1/2% Series C  due 2024...................        115.0       115.0
     7 7/8% Series D  due 2024...................        140.0       140.0
                                                      --------    --------
                                                         615.0       794.0
     Pollution Control Notes:
       Variable rate, due 2016-2022..............         46.4        46.4
       Variable rate, tax exempt,
         due 2028-2031...........................        377.5       377.5
     Fees and interest due for spent nuclear
       fuel disposal costs.......................        194.7       183.4
     Other.......................................           -          0.2
     Less amounts due within one year............        160.0       159.0
     Unamortized premium and discount, net.......         (0.9)       (1.4)
                                                      --------    --------
     Long-term debt, net.........................     $1,072.7    $1,241.1
                                                      ========    ========
     --------------------------------------------------------------------------

     Long-term debt maturities and cash sinking fund requirements, excluding
     fees and interest due for spent nuclear fuel disposal costs, on debt
     outstanding at December 31, 2000, for the years 2001 through 2005 are
     $160 million, $200 million, and no requirements for 2003, 2004 and 2005,
     respectively.

     Essentially all utility plant of CL&P is subject to the liens of the
     company's first mortgage bond indenture.

     CL&P has secured $315.5 million of pollution control notes with second
     mortgage liens on Millstone 1, junior to the liens of its first mortgage
     bond indenture.

     CL&P has $62 million of tax-exempt Pollution Control Revenue Bonds with
     bond insurance secured by first mortgage bonds and a liquidity facility.

     The average effective interest rates on the variable-rate pollution
     control notes ranged from 3.2 percent to 4.9 percent for 2000 and from
     2.2 percent to 3.9 percent for 1999.

6.   INCOME TAX EXPENSE
     The components of the federal and state income tax provisions were
     charged/(credited) to operations as follows:

     --------------------------------------------------------------------------
     For the Years Ended December 31,                2000      1999      1998
     --------------------------------------------------------------------------
                                                       (Millions of Dollars)
     Current income taxes:
       Federal....................................  $ 77.2    $197.7    $ (9.2)
       State......................................    17.2      27.9      (3.9)
                                                    ------    ------    ------
         Total current............................    94.4     225.6     (13.1)
                                                    ------    ------    ------
     Deferred income taxes, net:
       Federal....................................    10.6    (113.0)    (34.9)
       State......................................     2.4     (20.1)    (17.5)
                                                    ------    ------    ------
         Total deferred...........................    13.0    (133.1)    (52.4)
                                                    ------    ------    ------
     Investment tax credits, net..................    (7.3)     (7.3)    (13.3)
                                                    ------    ------    ------
     Total income tax expense/(credit)............  $100.1    $ 85.2    $(78.8)
                                                    ======    ======    ======
     --------------------------------------------------------------------------

     The components of total income tax expense/(credit) are classified as
     follows:

     --------------------------------------------------------------------------
     For the Years Ended December 31,                2000      1999      1998
     --------------------------------------------------------------------------
                                                       (Millions of Dollars)

     Income taxes charged to operating expenses...  $131.0    $122.1   $(11.7)
     Other income taxes...........................   (30.9)    (36.9)   (67.1)
                                                    ------    ------   ------
     Total income tax expense/(credit)............  $100.1    $ 85.2   $(78.8)
                                                    ======    ======   ======
     --------------------------------------------------------------------------

     Deferred income taxes are comprised of the tax effects of temporary
     differences as follows:

     --------------------------------------------------------------------------
     For the Years Ended December 31,                2000      1999      1998
     --------------------------------------------------------------------------
                                                       (Millions of Dollars)
     Depreciation, leased nuclear  fuel,
       settlement credits and disposal costs......  $13.8   $  (9.9)   $ (5.6)
     Regulatory deferral..........................  (14.1)      6.2     (36.7)
     State net operating loss carryforward........     -        7.8       1.1
     Regulatory disallowance......................     -      (24.2)    (18.1)
     Sale of fossil generation assets.............     -     (126.1)       -
     Pension accruals.............................   13.6       9.8       8.9
     Other........................................   (0.3)      3.3      (2.0)
                                                    -----   -------    ------
     Deferred income taxes, net...................  $13.0   $(133.1)   $(52.4)
                                                    =====   =======    ======
     --------------------------------------------------------------------------

     A reconciliation between income tax expense/(credit) and the expected tax
     expense/(credit) at 35 percent of pretax income/(loss) is as follows:

     --------------------------------------------------------------------------
     For the Years Ended December 31,                2000      1999      1998
     --------------------------------------------------------------------------
                                                       (Millions of Dollars)

     Expected federal income tax.................. $ 86.9      $25.0   $(96.1)
     Tax effect of differences:
       Depreciation...............................    5.8       27.1     20.9
       Amortization of regulatory assets..........    3.6       31.9     22.7
       Investment tax credit amortization.........   (7.3)      (7.3)   (13.3)
       State income taxes, net of
         federal benefit..........................   12.7        5.1    (13.9)
       Other, net.................................   (1.6)       3.4      0.9
                                                   ------      -----   ------
     Total income tax expense/(credit)............ $100.1      $85.2   $(78.8)
                                                   ======      =====   ======
     --------------------------------------------------------------------------

7.   PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
     The NU system companies, including CL&P, participate in a uniform
     noncontributory defined benefit retirement plan covering substantially all
     regular NU system employees.  Benefits are based on years of service and
     the employees' highest eligible compensation during 60 consecutive months
     of employment.  CL&P's portion of the NU system's total pension credit,
     part of which was credited to utility plant, was $57.2 million in 2000,
     $40.3 million in 1999 and $32.6 million in 1998.

     Currently, CL&P's policy is to annually fund an amount at least equal to
     that which will satisfy the requirements of the Employee Retirement Income
     Security Act and Internal Revenue Code.

     The NU system companies, including CL&P, also provide certain health care
     benefits, primarily medical and dental, and life insurance benefits
     through a benefit plan to retired employees.  These benefits are available
     for employees retiring from CL&P who have met specified 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.  CL&P annually funds postretirement costs through external
     trusts with amounts that have been rate-recovered and which also are tax
     deductible.

     Pension and trust assets are invested primarily in domestic and
     international equity securities and bonds.

     The following table represents information on the plans' benefit
     obligation, fair value of plan assets, and the respective plans' funded
     status:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------
                                                     At December 31,
     -------------------------------------------------------------------------------
                                        Pension Benefits     Postretirement Benefits
     -------------------------------------------------------------------------------
     (Millions of Dollars)              2000       1999         2000         1999
     -------------------------------------------------------------------------------
     <S>                              <C>        <C>          <C>          <C>
     Benefit obligation
       at beginning of year.........  $ (551.9)  $ (562.7)    $(131.9)     $(133.8)
     Service cost...................      (9.7)     (11.0)       (1.9)        (2.3)
     Interest cost..................     (42.3)     (40.0)      (10.1)        (9.3)
     Plan amendment.................        -       (32.5)         -            -
     Transfers......................      (4.9)       1.8          -            -
     Actuarial (loss)/gain..........     (18.9)      58.8        (5.2)        (0.6)
     Benefits paid..................      40.4       35.5        12.8         14.1
     Settlements and other..........        -        (1.8)         -            -
     -------------------------------------------------------------------------------
     Benefit obligation
       at end of year...............  $ (587.3)  $ (551.9)    $(136.3)     $(131.9)
     -------------------------------------------------------------------------------
     Change in plan assets
     Fair value of plan assets
       at beginning of year.........  $1,037.8   $  935.7     $  59.7      $  53.8
     Actual return on plan assets...      (3.5)     135.8         3.0          6.6
     Employer contribution..........        -          -         12.5         13.4
     Benefits paid..................     (40.4)     (35.5)      (12.8)       (14.1)
     Transfers......................       4.9        1.8          -            -
     -------------------------------------------------------------------------------
     Fair value of plan assets
       at end of year...............  $  998.8   $1,037.8     $  62.4      $  59.7
     -------------------------------------------------------------------------------
     Funded status at December 31...  $  411.5   $  485.9     $ (73.9)     $ (72.2)
     Unrecognized transition
       (asset)/obligation...........      (3.7)      (4.6)       88.2         95.5
     Unrecognized prior
       service cost.................      30.4       33.1          -            -
     Unrecognized net gain..........    (267.5)    (400.9)      (14.3)       (23.3)
     -------------------------------------------------------------------------------
     Prepaid benefit cost...........  $  170.7   $  113.5      $   -       $   -
     -------------------------------------------------------------------------------
</TABLE>

     The following actuarial assumptions were used in calculating the plans'
     year end funded status:

     -------------------------------------------------------------------------
                                               At December 31,
     -------------------------------------------------------------------------
                                  Pension Benefits     Postretirement Benefits
     -------------------------------------------------------------------------
                                    2000    1999           2000      1999
     -------------------------------------------------------------------------
     Discount rate.............     7.50%   7.75%          7.50%     7.75%
     Compensation/progression
       rate....................     4.50    4.75           4.50      4.75
     Health care cost
       trend rate (a)..........      N/A     N/A           5.26      5.57
     -------------------------------------------------------------------------

     (a) The annual per capita cost of covered health care benefits was
         assumed to decrease to 4.91 percent by 2001.

     The components of net periodic benefit (credit)/cost are:

     --------------------------------------------------------------------------
                                     For the Years Ended December 31,
     --------------------------------------------------------------------------
                                                           Postretirement
                                 Pension Benefits              Benefits
     --------------------------------------------------------------------------
     (Millions of Dollars)   2000      1999      1998     2000   1999     1998
     --------------------------------------------------------------------------
     Service cost.........  $  9.7   $ 11.0    $  9.8    $ 1.9   $ 2.3   $ 2.0
     Interest cost........    42.3     40.0      37.5     10.1     9.3     9.2
     Expected return
       on plan assets.....   (88.4)   (78.1)    (68.4)    (4.9)   (4.2)   (3.6)
     Amortization of
       unrecognized net
       transition (asset)/
       obligation.........    (0.9)    (0.9)     (0.9)     7.3     7.3     7.4
     Amortization of prior
       service cost.......     2.7      2.7       0.3       -       -       -
     Amortization of
       actuarial gain.....   (22.6)   (15.0)    (10.9)      -       -       -
     Other
       amortization, net..      -        -         -      (1.9)   (1.3)   (1.7)
     --------------------------------------------------------------------------
     Net periodic benefit
      (credit)/cost.......  $(57.2)  $(40.3)   $(32.6)   $12.5   $13.4   $13.3
     --------------------------------------------------------------------------

     For calculating pension and postretirement benefit costs, the following
     assumptions were used:

     --------------------------------------------------------------------------
                                     For the Years Ended December 31,
     --------------------------------------------------------------------------
                                                           Postretirement
                                 Pension Benefits              Benefits
     --------------------------------------------------------------------------
                            2000      1999      1998     2000    1999     1998
     --------------------------------------------------------------------------
     Discount rate........  7.75%     7.00%     7.25%    7.75%   7.00%    7.25%
     Expected long-term
       rate of return.....  9.50      9.50      9.50      N/A     N/A      N/A
     Compensation/
      progression rate....  4.75      4.25      4.25     4.75    4.25     4.25
     Long-term rate
       of return -
       Health assets,
         net of tax.......   N/A       N/A       N/A     7.50    7.50     7.75
       Life assets........   N/A       N/A       N/A     9.50    9.50     9.50
     --------------------------------------------------------------------------

     Assumed health care cost trend rates have a significant effect on the
     amounts reported for the health care plans.  The effect of changing the
     assumed health care cost trend rate by one percentage point in each year
     would have the following effects:

     --------------------------------------------------------------------------
                                            One Percentage     One Percentage
     (Millions of Dollars)                  Point Increase     Point Decrease
     --------------------------------------------------------------------------
     Effect on total service and
       interest cost components                  $0.5              $(0.5)
     Effect on postretirement
       benefit obligation                        $6.2              $(5.9)
     --------------------------------------------------------------------------

     The trust holding the health plan assets is subject to federal income
     taxes.

8.   SALE OF CUSTOMER RECEIVABLES
     As of December 31, 2000 and 1999, CL&P had sold accounts receivable of
     $170 million to a third-party purchaser with limited recourse through the
     CL&P Receivables Corporation (CRC), a wholly owned subsidiary of CL&P.
     In addition, at December 31, 2000 and 1999, $18.9 million and $22.5
     million, respectively, of accounts receivable were designated as
     collateral under the agreement with the CRC.

     Concentrations of credit risk to the purchaser under the company's
     agreement with respect to the receivables are limited due to CL&P's
     diverse customer base within its service territory.

9.   COMMITMENTS AND CONTINGENCIES

     A.  Restructuring
         The 1999 restructuring orders allowed for securitization of CL&P's
         nonnuclear regulatory assets and the costs to buyout or buydown the
         various purchased-power contracts.  On November 8, 2000, the DPUC
         approved CL&P's request to securitize an amount not to exceed $1.55
         billion of approved, eligible stranded costs, primarily related to
         above-market purchased-power contracts and generation related
         regulatory assets.  However, the Office of Consumer Counsel (OCC)
         appealed the securitization order to the Connecticut Superior Court
         and it remains unclear when securitization financing can be
         undertaken.

     B.  Nuclear Generation Assets Divestiture
         On August 7, 2000, CL&P and certain other joint owners reached an
         agreement to sell substantially all of the Millstone units, located in
         Waterford, Connecticut, to Dominion, for approximately $1.3 billion,
         including approximately $105 million for nuclear fuel.  Dominion has
         also agreed to assume responsibility for decommissioning the three
         units and NU will transfer to Dominion all funds in the Millstone
         decommissioning trust.  Additionally, NU is obligated to top-off the
         decommissioning trust if its value does not equal a previously agreed
         upon level as defined.  NU expects to close on the sale of Millstone
         as early as the end of March 2001.

         If the transaction is consummated as proposed, CL&P would receive
         gross proceeds of approximately $843.2 million on a pretax basis for
         its respective ownership interest.  The proceeds from the sale of this
         interest will be used to reduce the company's stranded costs under
         restructuring and the cash proceeds will be used to repay subsidiary
         debt and capital lease obligations and to return equity capital to
         the parent company.  The DPUC approved the recovery of Millstone-
         related stranded costs not offset by asset divestiture proceeds.
         Pursuant to the DPUC order, CL&P will seek recovery of Millstone
         post-1997 capital additions totaling $50 million.  The OCC has
         appealed CL&P's ability to recover these costs.

     C.  Environmental Matters
         The NU system, including CL&P, is subject to environmental laws and
         regulations intended to mitigate or remove the effect of past
         operations and improve or maintain the quality of our environment.
         As such, the NU system, including CL&P, have active environmental
         auditing and training programs and believe they are substantially in
         compliance with the current laws and regulations.

         However, the normal course of operations may involve activities and
         substances that expose CL&P to potential liabilities of which
         management cannot determine the outcome.  Additionally, management
         cannot determine the outcome for liabilities that may be imposed for
         past acts, even though such past acts may have been lawful at the time
         they  occurred.  Management does not believe, however, that this
         will have a material impact on CL&P's consolidated financial
         statements.

         Based upon currently available information for the estimated
         remediation costs as of December 31, 2000 and 1999, the liability
         recorded by CL&P for its estimated environmental remediation costs
         amounted to $5.2 million and $6.9 million, respectively.

     D.  Spent Nuclear Fuel Disposal Costs
         Under the Nuclear Waste Policy Act of 1982, CL&P must pay the DOE
         for the disposal of spent nuclear fuel and high-level radioactive
         waste.  The DOE is responsible for the selection and development of
         repositories for, and the disposal of, spent nuclear fuel and high-
         level radioactive waste.  For nuclear fuel used to generate
         electricity prior to April 7, 1983 (Prior Period Fuel), an accrual
         has been recorded for the full liability and payment must be made
         prior to the first delivery of spent fuel to the DOE.  Until such
         payment is made, the outstanding balance will continue to accrue
         interest at the 3-month treasury bill yield rate.  As of December 31,
         2000 and 1999, fees due to the DOE for the disposal of Prior Period
         Fuel were $194.7 million and $183.4 million, respectively, including
         interest costs of $128.1 million and $116.9 million, respectively.

         Fees for nuclear fuel burned on or after April 7, 1983, are billed
         currently to customers and paid to the DOE on a quarterly basis.
         CL&P is responsible for fees to be paid for fuel burned until the
         divestiture of the Millstone and Seabrook nuclear units.

     E.  Nuclear Insurance Contingencies
         Insurance policies covering CL&P's ownership share of the NU system's
         nuclear facilities have been purchased for the primary cost of repair,
         replacement or decontamination of utility property, certain extra
         costs incurred in obtaining replacement power during prolonged
         accidental outages and the excess cost of repair, replacement or
         decontamination or premature decommissioning of utility property.

         CL&P is subject to retroactive assessments if losses under those
         policies exceed the accumulated funds available to the insurer.
         The maximum potential assessments with respect to losses arising
         during the current policy year for the primary property insurance
         program, the replacement power policies and the excess property damage
         policies are $5 million, $2.7 million and $6.1 million, respectively.
         In addition, insurance has been purchased by the NU system in the
         aggregate amount of $200 million on an industry basis for coverage
         of worker claims.

         Under certain circumstances, in the event of a nuclear incident at
         one of the nuclear facilities covered by the federal government's
         third-party liability indemnification program, the NU system,
         including CL&P, could be assessed liabilities in proportion to its
         ownership interest in each of its nuclear units up to $83.9 million.
         The NU system's payment of this assessment would be limited to, in
         proportion to its ownership interest in each of its nuclear units,
         $10 million in any one year per nuclear unit.  In addition, if
         the sum of all claims and costs from any one nuclear incident exceeds
         the maximum amount of financial protection, the NU system, including
         CL&P, would be subject to an additional 5 percent, or $4.2 million,
         liability, in proportion to its ownership interests in each of its
         nuclear units.  Based upon its ownership interests in the Millstone
         units and in Seabrook, CL&P's maximum liability, including any
         additional assessments, would be $192.9 million per incident, of which
         payments would be limited to $21.9 million per year.  In addition,
         through purchased-power contracts with VYNPC, CL&P would be
         responsible for up to an additional assessment of $8.4 million per
         incident, of which payments would be limited to $1 million per year.

         CL&P expects to terminate its nuclear insurance upon the divestiture
         of its nuclear units.

     F.  Long-Term Contractual Arrangements
         Yankee Companies:  Under the terms of its agreement, CL&P paid its
         ownership (or entitlement) shares of costs, which included
         depreciation, operation and maintenance (O&M) expenses, taxes, the
         estimated cost of decommissioning, and a return on invested capital.
         These costs were recorded as purchased-power expenses.  CL&P's cost
         of purchases under its contract with VYNPC amounted to $14.5 million
         in 2000, $17 million in 1999, and $15.9 million in 1998.  VYNPC is
         in the process of selling its nuclear unit.  Upon completion of the
         sale, this long-term contract will be terminated.

         Nonutility Generators (NUGs): CL&P has entered into various
         arrangements for the purchase of capacity and energy from NUGs.
         CL&P's total cost of purchases under these arrangements amounted to
         $308.6 million in 2000, $293.8 million in 1999 and $290.7 million in
         1998.  The company is in the process of renegotiating the terms of
         these contracts through either a contract buydown or buyout.  CL&P
         expects any payments to the NUGs as a result of these renegotiations
         to be recovered from the company's customers.

         Hydro-Quebec:  Along with other New England utilities, CL&P has
         entered into an agreement to support transmission and terminal
         facilities to import electricity from the Hydro-Quebec system in
         Canada.  CL&P is obligated to pay, over a 30-year period ending in
         2020, its proportionate share of the annual O&M expenses and capital
         costs of those facilities.

         Estimated Annual Costs:  The estimated annual costs of CL&P's
         significant long-term contractual arrangements, absent the effects of
         any contract terminations, buydowns or buyouts, are as follows:

         ---------------------------------------------------------------------
                                   2001     2002     2003     2004     2005
         ---------------------------------------------------------------------
                                             (Millions of Dollars)
         VYNPC.............      $ 16.6    $ 16.9   $ 17.0   $ 18.7   $ 17.6
         NUGs..............       292.5     296.2    301.7    283.3    289.2
         Hydro-Quebec......        15.9      15.4     14.8     14.2     13.7
         ---------------------------------------------------------------------

10.  NUCLEAR DECOMMISSIONING AND PLANT CLOSURE COSTS
     Millstone and Seabrook:  CL&P's operating nuclear power plants,
     Millstone 2 and 3 and Seabrook, have service lives that are expected to
     end during the years 2015 through 2026, and upon retirement, must be
     decommissioned.  Millstone 1's expected service life was to end in 2010,
     however, in July 1998, restart activities were discontinued and
     decommissioning of the unit began.  In connection with the sale of the
     Millstone units, Dominion has agreed to assume responsibility for
     decommissioning.  Until the divestiture, CL&P recovers sufficient amounts
     through its allowed rates related to decommissioning costs.

     CL&P's ownership share of the estimated cost of decommissioning
     Millstone 2 and 3 and Seabrook, in year end 2000 dollars, is $348.8
     million, $343.1 million and $23.8 million, respectively.  Nuclear
     decommissioning costs are accrued over the expected service lives of
     the units and are included in depreciation expense and the accumulated
     provision for depreciation.  Nuclear decommissioning expenses for these
     units amounted to $24.4 million in 2000, $19.6 million in 1999 and $19.1
     million in 1998.  Nuclear decommissioning expenses for Millstone 1 were
     $20.6 million in 2000, $22.8 million in 1999 and $17.3 million in 1998.
     Through December 31, 2000 and 1999, total decommissioning expenses of
     $217.8 million and $185.1 million, respectively, have been collected from
     customers and are reflected in the accumulated provision for depreciation.

     External decommissioning trusts have been established for the costs of
     decommissioning the Millstone units.  Payments for CL&P's ownership share
     of the cost of decommissioning Seabrook are paid to an independent
     decommissioning financing fund managed by the state of New Hampshire.
     Funding of the estimated decommissioning costs assumes after-tax earnings
     on the Millstone and Seabrook decommissioning funds of 5.5 percent and
     6.5 percent, respectively.

     As of December 31, 2000 and 1999, $191.9 million and $164.2 million,
     respectively, have been transferred to external decommissioning trusts.
     Earnings on the decommissioning trusts increase the decommissioning trust
     balances and the accumulated provisions for depreciation.  Unrealized
     gains and losses associated with the decommissioning trusts also impact
     the balance of the trusts and the accumulated provisions for depreciation.
     The fair values of the amounts in the external decommissioning trusts
     were $310.1 million and $282.2 million at December 31, 2000 and 1999,
     respectively.  Upon divestiture, balances in the decommissioning trusts
     will be transferred to the buyer.  NU is obligated to top-off the
     Millstone decommissioning trust if its value does not equal an agreed upon
     amount at closing, pursuant to the conditions set forth in the purchase
     and sale agreement.

     Yankee Companies:  VYNPC owns and operates a nuclear generating unit with
     a service life that is expected to end in 2012.  CL&P's ownership share of
     estimated costs, in year end 2000 dollars, of decommissioning this unit is
     $42.9 million.  In 1999, VYNPC agreed to sell its nuclear generating unit
     for $22 million to an unaffiliated company.  Among other commitments, the
     acquiring company agreed to assume the obligation to decommission the unit
     after it is taken out of service, and the owners of VYNPC (including CL&P)
     agreed to fund their shares of the decommissioning costs up to a
     negotiated amount.  Subsequent to the time that agreement was executed,
     the original proposed acquiring company has increased the price it agreed
     to pay and three other unaffiliated companies have indicated their
     interest in buying VYNPC's generating unit on terms that have not been
     disclosed.  At present, CL&P expects that the unit will be sold, but the
     identity of the owner and the terms of sale, including price, future
     decommissioning obligations and future power purchase obligations, are
     not known.

     As of December 31, 2000 and 1999, CL&P's remaining estimated obligation,
     including decommissioning for the units owned by CYAPC, YAEC and MYAPC,
     which have been shut down was $160.6 million and $238.1 million,
     respectively.

11.  MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY
     CL&P Capital LP (CL&P LP), a subsidiary of CL&P, previously had issued
     $100 million of cumulative 9.3 percent Monthly Income Preferred Securities
     (MIPS), Series A.  CL&P has the sole ownership interest in CL&P LP, as a
     general partner, and is the guarantor of the MIPS securities.  Subsequent
     to the MIPS issuance, CL&P LP loaned the proceeds of the MIPS issuance,
     along with CL&P's $3.1 million capital contribution, back to CL&P in the
     form of an unsecured debenture.  CL&P consolidates CL&P LP for financial
     reporting purposes.  Upon consolidation, the unsecured debenture is
     eliminated, and the MIPS securities are accounted for as a minority
     interest.

12.  FAIR VALUE OF FINANCIAL INSTRUMENTS
     The following methods and assumptions were used to estimate the fair value
     of each of the following financial instruments:

     Nuclear Decommissioning Trusts:  CL&P's portion of the investments held
     in the NU system companies' nuclear decommissioning trusts were marked-
     to-market by $83.2 million as of December 31, 2000, and $88.2 million as
     of December 31, 1999, with corresponding offsets to the accumulated
     provision for depreciation.  The amounts adjusted in 2000 and in 1999
     represent cumulative net unrealized gains.  Cumulative gross unrealized
     holding losses were immaterial for both 2000 and 1999.

     Preferred Stock and Long-Term Debt:  The fair value of CL&P's fixed-rate
     securities is based upon the quoted market price for those issues or
     similar issues.  Adjustable rate securities are assumed to have a fair
     value equal to their carrying value.  The carrying amounts of CL&P's
     financial instruments and the estimated fair values are as follows:

     --------------------------------------------------------------------------
                                                    At December 31, 2000
     --------------------------------------------------------------------------
                                                   Carrying         Fair
     (Millions of Dollars)                          Amount          Value
     --------------------------------------------------------------------------
     Preferred stock not subject
       to mandatory redemption...............       $116.2         $139.7

     Long-term debt -
        First mortgage bonds.................        615.0          621.6

        Other long-term debt.................        618.6          576.4

     MIPS....................................        100.0          100.5
     --------------------------------------------------------------------------

     --------------------------------------------------------------------------
                                                    At December 31, 1999
     --------------------------------------------------------------------------
                                                   Carrying         Fair
     (Millions of Dollars)                          Amount          Value
     --------------------------------------------------------------------------
     Preferred stock not subject
       to mandatory redemption...............       $116.2         $144.9

     Preferred stock subject to
       mandatory redemption..................         99.6           96.8

     Long-term debt -
        First mortgage bonds.................        794.0          805.4

        Other long-term debt.................        607.3          564.5

     MIPS....................................        100.0           97.3
     --------------------------------------------------------------------------

13.  OTHER COMPREHENSIVE INCOME
     The accumulated balance for each other comprehensive income item is as
     follows:

     --------------------------------------------------------------------------
                                                        Current
                                       December 31,     Period     December 31,
                                           1999         Change         2000
     --------------------------------------------------------------------------
     (Thousands of Dollars)
     --------------------------------------------------------------------------
     Unrealized gains
       on securities...................    $676          $ 90          $766
     Minimum pension
       liability adjustments...........    (260)            -          (260)
     --------------------------------------------------------------------------
     Accumulated other
       comprehensive income............    $416          $ 90          $506
     --------------------------------------------------------------------------

     --------------------------------------------------------------------------
                                                        Current
                                       December 31,     Period     December 31,
                                           1998         Change         1999
     --------------------------------------------------------------------------
     (Thousands of Dollars)
     --------------------------------------------------------------------------
     Unrealized gains
       on securities...................    $638          $ 38          $676
     Minimum pension
       liability adjustments...........    (260)            -          (260)
     --------------------------------------------------------------------------
     Accumulated other
       comprehensive income............    $378          $ 38          $416
     --------------------------------------------------------------------------

     The changes in the components of other comprehensive income are reported
     net of the following income tax effects:

     --------------------------------------------------------------------------
                                                  2000      1999      1998
     --------------------------------------------------------------------------
     (Thousands of Dollars)
     --------------------------------------------------------------------------
     Unrealized gains
       on securities........................      $(59)     $(26)    $(446)
     Minimum pension
       liability adjustments................         -         -       182
     --------------------------------------------------------------------------
     Other comprehensive income.............      $(59)     $(26)    $(264)
     --------------------------------------------------------------------------

14.  SEGMENT INFORMATION
     Effective January 1, 1999, the NU system companies, including CL&P,
     adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and
     Related Information."  The NU system is organized between regulated
     utilities and competitive energy subsidiaries.  CL&P is included in the
     regulated utilities segment of the NU system and has no other reportable
     segments.

15.  SUBSEQUENT EVENT
     Merger Agreement With Consolidated Edison, Inc.:  In 2000, NU and
     Consolidated Edison, Inc. (Con Edison) received most of the approvals
     needed to complete the merger announced in October 1999.  Shareholders
     from both companies approved the merger in April 2000, and all state
     regulatory approvals were granted by the end of the year.  Additionally,
     the FERC approved the merger in May 2000, the Nuclear Regulatory
     Commission approved the transaction in August 2000, and the United States
     Department of Justice approved the merger in February 2001.  Necessary
     approval from the SEC was expected to be received in mid-March 2001.

     On February 28, 2001, NU's Board of Trustees requested that Con Edison
     provide reasonable assurance, in writing, that it intended to comply with
     the terms of the definitive merger agreement between the two companies.
     This included assurances that Con Edison would consummate the pending
     merger at the price set forth in the agreement promptly following the
     receipt of SEC approval.  The original request for assurance was to be
     received by March 2, 2001, however that date was later extended to
     March 5, 2001.  On March 5, 2001, Con Edison advised NU that it was not
     willing to close the merger on the agreed terms.  NU notified Con Edison
     that it was treating its refusal to proceed on the terms set forth in the
     merger agreement as a repudiation and breach of the merger agreement, and
     that NU would file suit to obtain the benefits of the transaction as
     negotiated for NU shareholders.  On March 6, 2001, Con Edison filed suit
     in the U.S. District Court for the Southern District of  New York
     (Southern District), seeking declaratory judgment that NU failed to
     satisfy conditions precedent under the merger agreement.  On March 12,
     2001, NU filed suit against Con Edison in the Southern District seeking
     damages in excess of $1 billion arising from Con Edison's breach of the
     merger agreement.

<TABLE>
The Connecticut Light and Power Company and Subsidiaries
<CAPTION>
----------------------------------------------------------------------------------------------------------
SELECTED CONSOLIDATED FINANCIAL DATA       2000         1999          1998          1997          1996
----------------------------------------------------------------------------------------------------------
                                                              (Thousands of Dollars)
<S>                                    <C>           <C>           <C>           <C>           <C>
Operating Revenues..................   $2,935,922    $2,452,855    $2,386,864    $2,465,587    $2,397,460

Operating Income/(Loss).............      238,285       174,749        28,254        (7,619)       59,142

Net Income/(Loss)...................      148,135       (13,568)     (195,725)     (139,597)      (50,868)

Cash Dividends on Common Stock......       72,014          -             -            5,989       138,608

Total Assets........................    4,764,198     5,298,284     6,050,198     6,081,223     6,244,036

Long-Term Debt (a)..................    1,232,688     1,400,056     2,007,957     2,043,327     2,038,521

Preferred Stock Not Subject
  to Mandatory Redemption...........      116,200       116,200       116,200       116,200       116,200

Preferred Stock Subject to
  Mandatory Redemption (a)..........         -           99,539       119,289       155,000       155,000

Obligations Under Capital
  Leases (a)........................      129,869       144,400       162,884       158,118       155,708


</TABLE>
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
CONSOLIDATED QUARTERLY FINANCIAL DATA (Unaudited)
------------------------------------------------------------------------------------------------
                                                      Quarter Ended
------------------------------------------------------------------------------------------------
2000                           March 31        June 30        September 30         December 31
------------------------------------------------------------------------------------------------
                                                  (Thousands of Dollars)
------------------------------------------------------------------------------------------------
<S>                            <C>             <C>              <C>                  <C>
Operating Revenues             $747,976        $683,585         $748,143             $756,218
                               ========        ========         ========             ========

Operating Income               $ 76,021        $ 42,723         $ 51,944             $ 67,597
                               ========        ========         ========             ========

Net Income                     $ 49,643        $ 19,186         $ 27,908             $ 51,398
                               ========        ========         ========             ========
------------------------------------------------------------------------------------------------
1999
------------------------------------------------------------------------------------------------

Operating Revenues             $606,997        $565,069         $667,349             $613,440
                               ========        ========         ========             ========

Operating Income               $ 20,412        $ 24,370         $ 51,969             $ 77,998
                               ========        ========         ========             ========

Net(Loss)/Income               $(13,705)       $ (6,814)        $  9,873             $ (2,922)
                               ========        ========         ========             ========
</TABLE>
(a) Includes portion due within one year.



The Connecticut Light and Power Company and Subsidiaries

-------------------------------------------------------------------------------
CONSOLIDATED STATISTICS (Unaudited)
-------------------------------------------------------------------------------

                                       Average
        Gross Electric                  Annual
         Utility Plant                 Use Per
          December 31,     kWh        Residential    Electric
        (Thousands of     Sales        Customer      Customers      Employees
           Dollars)     (Millions)      (kWh)       (Average)      December 31,
-------------------------------------------------------------------------------

2000    $5,964,605        42,179        8,976        1,121,551        2,057
1999     6,007,421        29,317        8,969        1,120,846        2,377
1998     6,345,215        27,356        8,476        1,111,370        2,379
1997     6,639,786        25,766        8,526        1,103,309        2,163
1996     6,512,659        26,043        8,639        1,099,340        2,194