SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1994
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 1-2301
BOSTON EDISON COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1278810
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
800 Boylston Street, Boston, Massachusetts 02199
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-424-2000
------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes x No
----- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at June 30, 1994
- ----- ----------------------------
Common Stock, $1 par value 45,320,740 shares
1
Part I - Financial Information
Item 1. Financial Statements
- ------------------------------
Boston Edison Company
Consolidated Balance Sheets
(Unaudited)
(in thousands)
June 30, December 31,
1994 1993
---------- ----------
Assets
Utility plant in service $3,959,432 $3,904,776
Less: accumulated depreciation 1,316,575 1,258,359
---------- ----------
Utility plant, net 2,642,857 2,646,417
Nuclear fuel, net 43,822 53,390
Construction work in progress 168,602 144,835
---------- ----------
Total property, plant and equipment 2,855,281 2,844,642
Investments in electric companies 24,614 24,292
Nuclear decommissioning fund 73,795 66,060
Current assets:
Cash and cash equivalents 6,278 8,768
Accounts receivable 187,076 171,098
Accrued unbilled revenues 39,145 29,823
Fuel, materials and supplies 76,473 79,381
Prepaid expenses and other 13,958 9,738
---------- ----------
Total current assets 322,930 298,808
Deferred debits:
Power contracts 32,743 36,275
Cancelled nuclear unit 9,534 19,067
Nuclear outage costs 21,664 25,524
Pension and postretirement costs 27,971 24,416
Redemption premiums 56,481 59,116
Regulatory asset - income taxes, net 27,598 26,916
Other 39,871 52,183
---------- ----------
Total assets $3,492,482 $3,477,299
========== ==========
Capitalization and Liabilities
Common stock equity:
Common stock $ 663,097 $ 657,782
Retained earnings 214,738 218,697
---------- ----------
Total common stock equity 877,835 876,479
Cumulative preferred stock:
Non-mandatory redeemable series 123,000 123,000
Mandatory redeemable series 94,000 96,000
First mortgage bonds 21,400 40,000
Sewage facility revenue bonds, net 31,936 32,497
Debentures 1,205,000 1,200,000
Current liabilities:
Long-term debt/preferred stock
due within one year 2,550 2,000
Notes payable 241,827 204,151
Accounts payable 119,095 144,760
Interest accrued 24,945 25,467
Dividends payable 22,756 22,696
Other 32,802 27,336
---------- ----------
Total current liabilities 443,975 426,410
Deferred credits:
Power contracts 32,743 36,275
Accumulated deferred income taxes 492,280 484,796
Accumulated deferred investment
tax credits 69,103 71,140
Nuclear decommissioning reserve 82,735 73,744
Other 18,475 16,958
Commitments and contingencies - -
---------- ----------
Total capitalization and liabilities $3,492,482 $3,477,299
========== ==========
The accompanying notes are an integral part of these financial statements.
2
Boston Edison Company
Consolidated Statements of Income
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
-------------------------- -------------------------
1994 1993 1994 1993
---- ---- ---- ----
Operating revenues $368,655 $346,074 $746,104 $700,826
-------- -------- -------- --------
Operating expenses:
Fuel 39,057 34,275 83,619 79,704
Purchased power 84,578 94,404 173,662 191,241
Other operations and
maintenance 102,652 93,923 210,816 194,397
Depreciation and
amortization 39,308 34,232 78,424 68,494
Amortization of deferred
cost of cancelled
nuclear unit 4,948 - 9,896 -
Demand side management
programs 10,106 9,746 18,045 18,342
Taxes - property and other 25,012 23,561 51,333 46,967
Income taxes 12,599 6,651 24,119 10,678
------- ------- ------- -------
Total operating expenses 318,260 296,792 649,914 609,823
------- ------- ------- -------
Operating income 50,395 49,282 96,190 91,003
Other income (expense), net 863 (1,444) 1,658 (1,156)
------- ------- ------- -------
Operating and other income 51,258 47,838 97,848 89,847
------- ------- ------- -------
Interest charges:
Long-term debt 25,744 24,892 51,786 50,965
Other 2,990 2,030 5,248 4,697
Allowance for borrowed funds
used during construction (1,458) (1,913) (2,980) (4,096)
------- ------- ------- -------
Total interest charges 27,276 25,009 54,054 51,566
------- ------- ------- -------
Net income 23,982 22,829 43,794 38,281
Preferred dividends provided 3,951 3,704 7,913 7,779
-------- -------- -------- --------
Balance available for common
stock $ 20,031 $ 19,125 $ 35,881 $30,502
======== ======== ======== ========
Average common shares
outstanding 45,284 44,913 45,237 44,867
======== ======== ======== ========
Earnings per share of common
stock $0.44 $0.43 $0.79 $0.68
======== ======== ======== ========
Dividends declared per common
share $0.440 $0.425 $0.88 $0.85
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
3
Boston Edison Company
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Six Months Ended June 30,
------------------------
1994 1993
---- ----
Operating activities:
Net income $ 43,794 $ 38,281
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 71,195 62,293
Amortization of nuclear fuel 12,222 9,498
Amortization of deferred cost of
cancelled nuclear unit, net 9,534 -
Other amortization 6,962 2,788
Allowance for borrowed funds used
during construction (2,980) (4,096)
Deferred income taxes 5,310 1,200
Investment tax credits (2,037) (2,150)
Amortization (deferral) of nuclear
outage costs, net 3,860 (14,758)
Net changes in:
Accounts receivable and accrued
unbilled revenues (25,300) 2,669
Fuel, materials and supplies 544 2,794
Accounts payable (25,665) (14,324)
Other current assets and liabilities 784 8,114
Other, net 18,804 (13,176)
-------- --------
Net cash provided by operating activities 117,027 79,133
-------- --------
Investing activities:
Plant and nuclear fuel expenditures (80,940) (110,439)
Capitalized demand side management
expenditures (10,232) (11,489)
Decommissioning fund (7,735) (7,170)
Investments in electric companies (322) 239
-------- --------
Net cash used by investing activities (99,229) (128,859)
-------- --------
Financing activities:
Issuance of long-term debt 15,000 715,000
Issuance of common stock 5,318 5,403
Issuance of preferred stock - 40,000
Retirement of long-term debt (28,600) (598,625)
Redemption of preferred stock (2,000) (40,000)
Change in notes payable 37,676 (26,340)
Dividends paid (47,682) (46,239)
-------- --------
Net cash provided (used) by financing
activities (20,288) 49,199
-------- --------
Decrease in cash and cash equivalents (2,490) (527)
Cash and cash equivalents at beginning
of year 8,768 3,947
-------- --------
Cash and cash equivalents at end
of period $ 6,278 $ 3,420
======== ========
Cash paid during the period for:
Interest $ 57,556 $ 52,395
Less: amounts capitalized 2,980 4,096
-------- --------
$ 54,576 $ 48,299
======== ========
Income taxes $ 24,618 $ 16,295
======== ========
The accompanying notes are an integral part of these financial statements.
4
Notes to Consolidated Financial Statements
- ------------------------------------------
A) Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements should be read
in conjunction with the Boston Edison Company (the Company) 1993 Form 10-K
Annual Report and Form 10-Q for the period ended March 31, 1994. In the
opinion of the Company, the accompanying unaudited consolidated financial
statements reflect all adjustments (which are all of a normal recurring
nature) necessary to present fairly the financial position as of June 30,
1994 and the results of operations for the three and six months ended June
30, 1994 and 1993 and the cash flows for the six months ended June 30, 1994
and 1993. Certain prior year balances have been reclassified to reflect
current classifications.
The results of operations for the three and six months ended June 30, 1994
are not indicative of the results which may be expected for the full year.
The Company's kWh sales and revenues are seasonal in nature, with both
being lower in the spring and fall seasons. In addition, pursuant to
retail rate orders of the Massachusetts Department of Public Utilities
(DPU), base retail rates billed to customers are higher in the billing
months of June through September. Accordingly, a significant portion of
the Company's annual earnings occurs in the third quarter.
B) Commitments and Contingencies
-----------------------------
In March 1991 the Company was named in a lawsuit alleging discriminatory
employment practices under the Age Discrimination in Employment Act of 1967
concerning 46 employees affected by the Company's 1988 reduction in force.
Legal counsel is vigorously defending this case. Based on the information
presently available, the Company does not expect that this litigation or
certain other legal matters in which the Company is currently involved will
have a material impact on financial condition. However, an unfavorable
decision ordered against the Company could have a material impact on
quarterly earnings.
State regulations revised in 1993 require that properties where releases of
hazardous materials occurred in the past be further cleaned up according to
a timetable developed by the Massachusetts Department of Environmental
Protection. The Company continues to evaluate the potential costs
associated with the cleanup of sites where it has been identified as the
owner or operator. There are uncertainties associated with these potential
costs due to the complexities of cleanup technology, regulatory
requirements and the particular characteristics of the different sites.
The Company also continues to face possible liability as a potentially
responsible party in the cleanup of certain other multi-party hazardous
waste sites in Massachusetts and other states. At the majority of these
other sites the Company is one of many potentially responsible parties and
its alleged share of the responsibility is a small percentage. The Company
does not expect any of its potential cleanup liabilities to have a material
impact on its financial condition or annual results of operations, although
provisions for cleanup costs could have a material impact on quarterly
earnings.
C) Income Taxes
------------
The annual estimated effective income tax rate for 1994 and the actual
effective income tax rate for 1993 and the reasons for their differences
from the statutory federal income tax rate are explained below:
1994 1993
---- ----
Statutory tax rate 35.0% 35.0%
State income tax, net of federal income
tax benefit 4.3 4.2
Investment tax credits (2.2) (2.6)
Reversal of deferred taxes - settlement
agreement (1.1) (13.0)
Other (0.1) (0.2)
----- -----
Effective tax rate 35.9% 23.4%
===== =====
5
D) Long-Term Securities
--------------------
In March 1994 the Massachusetts Industrial Finance Agency, on behalf of the
Company, issued $15 million of 5.75% tax-exempt debentures due in 2014.
The proceeds from this issue were used to redeem $15 million of 10.25%
Series U first mortgage bonds on April 1, 1994. The Company also redeemed
$3.6 million of variable rate Series S first mortgage bonds in May 1994 and
$10 million of 9 3/8% debentures in June 1994.
In May 1994 the Company redeemed $2 million of 7.27% cumulative mandatory
redeemable preferred stock. This redemption satisfied the Company's
sinking fund requirement for May 1, 1994.
E) New Accounting Pronouncements
-----------------------------
In the first quarter of 1994 the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 112, Employers' Accounting for
Postemployment Benefits. The statement required the Company to record a
liability computed on an actuarial basis for the estimated cost of
providing postemployment benefits. Postemployment benefits provided by the
Company to former or inactive employees, their beneficiaries and covered
dependents consist primarily of disability-related benefits, including
workers compensation. The Company previously recognized the cost of these
benefits primarily as claims were paid. The adoption of SFAS No. 112 was
not material to the Company.
SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities, was also effective in the first quarter of 1994. This
statement had no material effect on the Company.
Item 2. Management's Discussion and Analysis
- ---------------------------------------------
Results of Operations - Three Months ended June 30, 1994 vs. Three Months ended
- -------------------------------------------------------------------------------
June 30, 1993
- -------------
Earnings per common share for the three months ended June 30, 1994 amounted to
$0.44 as compared to $0.43 per common share for the three months ended
June 30, 1993. The increase in earnings is primarily the result of the
elimination of certain purchased power expenses due to the October 1993
expiration of a long-term contract, a $29 million annual rate increase
effective November 1993 and a 2.5% increase in retail kWh sales.
These were offset by higher depreciation and amortization, operations
and maintenance and income tax expenses.
The results of operations for the quarter are not indicative of the results
which may be expected for the full year due to the seasonality of the Company's
kWh sales and revenues. See Note A to the consolidated financial statements.
Operating revenues
- ------------------
Operating revenues increased 6.5% as follows:
(in thousands)
--------------------------------------------------------
Retail electric revenues $16,325
Demand side management revenues 2,941
Wholesale and other revenues (11)
Short-term sales revenues 3,326
-----------------------------------------------------
Increase in operating revenues $22,581
=====================================================
Retail electric revenues increased $16 million. The November 1993 retail rate
increase resulted in $4.2 million of the increased revenues and $1.2 million
was due to the 2.5% increase in retail kWh sales. Performance revenues, which
vary annually based on the operating performance of Pilgrim Nuclear Power
Station, increased $1.7 million as a result of a higher expected annual
capacity factor for the station in 1994 than in 1993. Fuel and purchased power
revenues increased $9.2 million primarily due to the recovery of certain new
purchased power expenses.
A $51 million annual conservation charge for recovery of demand side management
program costs was implemented in February 1994. The charge will recover
$20 million of 1994 program costs and $14 million of amortization of
capitalized program costs plus lost base revenues, incentives and a return.
The previous $53 million annual charge effective through January 1994 recovered
1992 and 1993 program costs plus lost base revenues and a return.
6
Increased short-term sales revenues are the result of higher Company generating
availability and short-term power purchaser requirements. Revenues from short-
term sales serve to reduce fuel and purchased power billings to retail
customers and therefore have no effect on earnings.
Operating expenses
- ------------------
Total fuel and purchased power expenses decreased $5 million. Purchased power
costs decreased due to lower kWh purchases resulting from the expiration of a
long-term contract in October 1993 and a 50% increase in Company generation.
This was partially offset by the timing effect of fuel and purchased power
cost collection and higher Company fuel costs resulting from the higher
generation.
Other operations and maintenance expense increased primarily due to a $3.2
million increase in pension expense and increases in other employee benefit
expenses. In accordance with the 1992 settlement agreement the Company
records pension expense based upon the estimated funding of the pension plan
for the year.
Depreciation and amortization expense increased primarily due to a higher
depreciable plant balance. In 1994 the Company resumed amortization of the
deferred costs of the cancelled Pilgrim 2 nuclear unit. In accordance with
the 1992 settlement agreement the Company did not expense any of these costs
in 1993.
The Company's effective annual income tax rate for 1994 is currently estimated
to be 35.9% vs. an actual rate of 23.4% for 1993. The higher rate is a result
of an $18 million decrease in annual adjustments to deferred income taxes in
accordance with the 1992 settlement agreement.
Results of Operations - Six Months ended June 30, 1994 vs. Six Months ended
- ---------------------------------------------------------------------------
June 30, 1993
- -------------
Earnings per common share for the six months ended June 30, 1994 amounted to
$0.79 as compared to $0.68 per common share for the six months ended June 30,
1993. The increase in earnings is primarily the result of the elimination of
certain purchased power expenses due to the expiration of a long-term contract,
a $29 million annual rate increase effective November 1993 and a 2.8% increase
in retail kWh sales. These were partially offset by higher depreciation and
amortization, operations and maintenance and income tax expenses.
The results of operations for the six months ended June 30, 1994 are not
indicative of the results which may be expected for the full year due to the
seasonality of the Company's kWh sales and revenues. See Note A to the
consolidated financial statements.
Operating revenues
- ------------------
Operating revenues increased 6.5% as follows:
(in thousands)
--------------------------------------------------------
Retail electric revenues $29,292
Demand side management revenues 4,072
Wholesale and other revenues 5,025
Short-term sales revenues 6,889
--------------------------------------------------------
Increase in operating revenues $45,278
========================================================
Retail electric revenues increased $29 million. The November 1993 retail rate
increase resulted in $9.8 million of the increased revenues and $4.8 million
was due to the 2.8% increase in retail kWh sales. Performance revenues
increased $3.8 million as a result of a higher expected annual capacity
factor for Pilgrim Station in 1994 than in 1993. Fuel and purchased power
revenues increased $10.9 million primarily due to the recovery of certain
new purchased power expenses.
A $51 million annual conservation charge for recovery of demand side management
costs was implemented in February 1994 as discussed in the results of
operations for the second quarter.
7
The increase in wholesale and other revenues is due primarily to a decrease in
revenue reserves. In 1994 $6 million of reserves were recorded related to
certain wholesale and contract customers. In 1993 the Company recorded $8.7
million of reserves, of which $6.5 million was estimated as a result of a DPU
order on the Company's generating unit performance program.
Increased short-term sales revenues are the result of higher Company
generating availability and short-term power purchaser requirements.
Revenues from short-term sales serve to reduce fuel and purchased power
billings to retail customers and therefore have no effect on earnings.
Operating expenses
- ------------------
Total fuel and purchased power expenses decreased $13.7 million. Purchased
power costs decreased due to lower kWh purchases resulting from the expiration
of a long-term contract in October 1993 and a 21% increase in Company
generation. The timing effect of fuel and purchased power cost collection
also resulted in lower fuel and purchased power expenses, which were partially
offset by higher Company fuel costs resulting from the higher generation.
Other operations and maintenance expense increased primarily due to a $8.1
million increase in pension expense and increases in other employee benefit
expenses.
Depreciation and amortization expense increased primarily due to a higher
depreciable plant balance. In 1994 the Company resumed amortization of the
deferred costs of the cancelled Pilgrim 2 nuclear unit. In accordance with
the 1992 settlement agreement the Company did not expense any of these costs
in 1993.
The Company's effective annual income tax rate for 1994 is currently estimated
to be 35.9% vs. an actual rate of 23.4% for 1993 as discussed in the results
of operations for the second quarter.
Financial Condition
- -------------------
The Company's 1992 settlement agreement with the DPU provides increased
revenues from retail customers over the three-year period ending October 1995.
Additionally, a long-term purchased power contract with annual charges of
approximately $60 million expired in October 1993 with no related change in
revenues. The settlement agreement also limits the annual rate of return on
equity during the three-year period to 11.75%, excluding any penalties or
rewards from performance incentives.
The most significant impact that performance incentives can have on the
Company's financial results is based on Pilgrim Station's annual capacity
factor. Effective November 1993 an annual capacity factor between 60% and
68% will provide approximately $45 million of revenues through the
performance adjustment charge. For each percentage point increase in
capacity factor above 68%, annual revenues will increase by approximately
$650,000. For each percentage point decrease in capacity factor below 60%
(to a minimum of 35%), annual revenues will decrease by approximately
$750,000. The capacity factor for the current performance year to date
(November 1993 through July 1994) is 86.7%.
Liquidity
- ---------
The Company supplements internally generated funds with external financings,
primarily the issuance of short-term commercial paper and bank borrowings.
The Company has authority from the Federal Energy Regulatory Commission to
issue up to $350 million of short-term debt. The Company has a $200 million
revolving credit agreement and arrangements with several banks to provide
additional short-term credit on a committed as well as on an uncommitted and
as available basis. At June 30, 1994 the Company had $242 million of
short-term debt outstanding, none of which was incurred under the revolving
credit agreement.
Outlook for the Future
- ----------------------
A significant portion of the Company's electricity sales is made to commercial
customers rather than industrial customers. As a result the Company's sales
have been only moderately impacted by the decline in the local economy.
Retail electricity sales increased 2.8% in the first six months of 1994 due in
part to extreme weather conditions in Massachusetts. However, this growth
rate is not expected to continue throughout the year.
8
In July 1994 the Company submitted its integrated resource management plan to
the DPU. In this filing the Company concluded that adequate resources exist
to meet customer needs for continued reliable, low cost power through 2004
without procurement of any new generation resources. Hearings will be held
before the DPU to address the issues of intervenors.
Other Matters
- -------------
As of July 1, 1994 the Company no longer has access to low-level radioactive
waste (LLW) disposal facilities located in Barnwell, South Carolina. Following
that date and until access is attained to other disposal facilities,
the Company plans to manage LLW generated at Pilgrim Station through on-site
storage. Although legislation has been enacted in Massachusetts establishing a
regulatory process for managing the state's LLW including the possible siting,
licensing and construction of a disposal facility within the state, or,
alternatively, an agreement with one or more other states, it appears unlikely
that either option will be available in the near future. Pending the
construction of a disposal facility within the state or the adoption by the
state of some other LLW management procedure, the Company continues to monitor
the situation and is investigating all other available options.
The Company's existing fuel storage facility at Pilgrim Station includes
sufficient room for spent nuclear fuel generated through early 1995. In June
1994 the Company received a license amendment from the NRC to allow
modification of the storage facility to provide sufficient room for spent
nuclear fuel generated through the end of Pilgrim's operating license in
2012. The Company plans to initially modify the facility to provide spent fuel
storage capacity through approximately 2003. In addition, the Company, along
with other interested parties, has also been actively exploring the
feasibility of private spent fuel storage facilities.
The United States Department of Energy (DOE), which is ultimately responsible
for the disposal of spent nuclear fuel as required by the Nuclear Waste Policy
Act of 1982, is currently conducting scientific studies evaluating a potential
spent nuclear fuel repository site at Yucca Mountain, Nevada. The potential
site, however, has encountered substantial public and political opposition and
litigation and the DOE has publicly stated that it may be unable to construct
such a repository in a timely manner. On June 20, 1994 the Company and owners
or operators of a number of other nuclear power facilities filed a petition
in the U.S. Court of Appeals for the D.C. Circuit seeking a declaratory ruling
that the DOE is obligated to commence taking spent nuclear fuel for disposal in
1998. A similar petition seeking substantially the same relief was filed on
the same date by representatives of a number of states and state agencies,
including the Massachusetts Attorney General. Notwithstanding such litigation,
the Company is unable to predict whether and on what schedule the DOE will
eventually construct a repository and what the effect will be on the
Company.
Part II - Other Information
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Company's Annual Meeting of Stockholders was reconvened on May 26, 1994.
The following five Class III directors were reelected to serve until the 1997
Annual Meeting:
Total vote Total vote
for each withheld from
director each director
---------- -------------
Gary L. Countryman 39,925,627 688,636
George W. Davis 39,931,120 683,143
Thomas G. Dignan, Jr. 39,945,897 668,366
Herbert Roth, Jr. 39,934,702 679,561
Stephen J. Sweeney 39,898,650 715,613
The proposals relating to the authority to issue an additional 500,000 shares
of preferred stock, the authority to re-issue reacquired shares of preferred
stock and the restatement of the Articles of Organization were adopted. The
shareholder proposal recommending the shutdown of Pilgrim Station was defeated
for the third consecutive year and did not receive sufficient votes to allow it
to be reintroduced at next year's meeting. Voting was as follows:
9
Proposal I (Election of Directors)
Withheld from
For all nominees Instructed all nominees
---------------- ---------- -------------
39,898,650 47,247 668,366
(See above schedule for breakdown of votes by nominee.)
Proposal II (Amendment to Articles of Incorporation - Increase in Authorized
Preferred Stock)
For Against Abstain No vote
---------- --------- --------- ---------
29,912,414 3,481,166 1,042,446 6,178,237
Proposal III (Amendment to Articles of Incorporation - Issuance of Reacquired
Preferred Stock)
For Against Abstain No vote
---------- --------- --------- ---------
30,736,625 2,788,610 1,022,297 6,066,731
Proposal IV (Restatement of Articles of Incorporation)
For Against Abstain No vote
---------- --------- --------- ---------
31,495,529 1,753,920 1,186,277 6,178,537
Proposal V (Shareholder Proposal)
For Against Abstain No vote
---------- --------- --------- ---------
2,026,221 31,139,845 1,301,161 6,147,036
Item 5. Other Information
- --------------------------
The following additional information is furnished in connection with the
Registration Statement on Form S-3 of the Registrant (File No. 33-57840),
filed with the Securities and Exchange Commission on February 3, 1993.
Price and dividend information per share of common stock:
Price
------------- Dividend
High Low Paid
---- ---- --------
First quarter 1994 $29 7/8 $26 $0.44
Second quarter 1994 29 1/8 25 1/4 0.44
The last sales price of the Company's common stock on the New York Stock
Exchange as reported in the Wall Street Journal for August 8, 1994 was
$27 1/8 per share.
Ratio of earnings to fixed charges and ratio of earnings to fixed charges and
preferred stock dividend requirements:
Twelve months ended June 30, 1994:
---------------------------------
Ratio of earnings to fixed charges 2.41X
Ratio of earnings to fixed charges and preferred
stock dividend requirements 2.04X
10
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits filed herewith:
Exhibit 3 - Articles of Incorporation and By-laws
3.1 Restated Articles of Organization
Exhibit 12 - Computation of ratio of earnings to fixed
charges
12.1 Computation of ratio of earnings to fixed
charges for the twelve months
ended June 30, 1994
12.2 Computation of ratio of earnings to fixed
charges and preferred stock dividend
requirements for the twelve months ended
June 30, 1994
Exhibit 15 - Letter re unaudited interim financial
information
15.1 Report of Independent Accountants
Exhibit 99 - Additional Exhibits
99.1 Letter of Independent Accountants
Re Form S-3 Registration Statements filed by
the Company on September 14, 1990 (File No.
33-36824), February 3, 1993 (File No.
33-57840); Form S-8 Registration Statements
filed by the Company on October 10, 1985
(File No. 33-00810), July 28, 1986 (File No.
33-7558), December 31, 1990 (File No.
33-38434), June 5, 1992 (33-48424 and 33-48425)
and March 17, 1993 (33-59662 and 33-59682)
b) A Form 8-K dated April 28, 1994 was filed with the Securities
and Exchange Commission by the Company. This report contained
two press releases: one announcing first quarter earnings and
a second announcing management changes.
11
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOSTON EDISON COMPANY
--------------------------
(Registrant)
Date: August 10, 1994 /s/ Robert J. Weafer, Jr.
---------------------------
Robert J. Weafer, Jr.
Vice President, Controller
and Chief Accounting
Officer
12