UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period _________________ to ___________________ Commission File Number 0-8480 EASTERN EDISON COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-1123095 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 110 Mulberry Street, Brockton, Massachusetts (Address of principal executive offices) 02402 (Zip Code) (508)580-1213 (Registrant's telephone number including area code) 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 practical date. Class Outstanding at April 30, 1995 Common Shares, $25 par value 2,891,357 shares PART I - FINANCIAL INFORMATION Item 1. Financial Statements EASTERN EDISON COMPANY CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands) ASSETS March 31, December 31, 1995 1994 Utility Plant in Service $ 785,105 $ 782,837 Less: Accumulated Provision for Depreciation and Amortization 235,021 228,241 Net Utility Plant in Service 550,084 554,596 Construction Work in Progress 12,681 6,759 Net Utility Plant 562,765 561,355 Current Assets: Cash and Temporary Cash Investments 6,255 11,265 Accounts Receivable-Associated Companies 22,773 18,061 -Other 35,830 37,979 Materials and Supplies 7,704 9,644 Other Current Assets 4,856 5,952 Total Current Assets 77,418 82,901 Deferred Debits and Other Non-Current Assets 108,840 111,789 Total Assets $ 749,023 $ 756,045 LIABILITIES AND CAPITALIZATION Capitalization: Common Stock, $25 Par Value $ 72,284 $ 72,284 Other Paid-In Capital 47,249 47,249 Common Stock Expense (43) (43) Retained Earnings 106,817 105,574 Total Common Equity 226,307 225,064 Redeemable Preferred Stock - Net 29,665 29,665 Preferred Stock Redemption Cost (4,168) (4,408) Long-Term Debt - Net 229,246 229,224 Total Capitalization 481,050 479,545 Current Liabilities: Long-Term Debt Due Within One Year 35,000 35,000 Accounts Payable - Associated Companies 3,437 5,749 - Other 22,536 24,578 Taxes Accrued 1,446 1,411 Interest Accrued 5,761 5,486 Other Current Liabilities 11,974 16,360 Total Current Liabilities 80,154 88,584 Deferred Credits and Other Non-Current Liabilities 65,762 68,260 Accumulated Deferred Taxes 122,057 119,656 Total Liabilities and Capitalization $ 749,023 $ 756,045 See accompanying notes to consolidated condensed financial statements. EASTERN EDISON COMPANY CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In Thousands) Three Months Ended March 31, 1995 1994 Operating Revenues $ 106,319 $ 110,388 Operating Expenses: Fuel 22,282 23,137 Purchased Power 31,976 29,929 Other Operation and Maintenance 23,109 24,422 Depreciation and Amortization 6,555 6,415 Taxes - Other Than Income 2,881 2,932 - Current Income 3,229 5,263 - Deferred Income 2,186 1,469 Total 92,218 93,567 Operating Income 14,101 16,821 Allowance for Other Funds Used During Construction 131 49 Other Income and (Deductions) - Net 331 387 Income Before Interest Charges 14,563 17,257 Interest Charges: Interest on Long-Term Debt 4,636 4,580 Other Interest Expense 724 897 Allowance for Borrowed Funds Used During Construction(Credit) (92) (68) Net Interest Charges 5,268 5,409 Net Income 9,295 11,848 Preferred Dividend Requirements 497 497 Consolidated Net Earnings $ 8,798 $ 11,351 See accompanying notes to consolidated condensed financial statements. EASTERN EDISON COMPANY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In Thousands) Three Months Ended March 31, 1995 1994 CASH FLOW FROM OPERATING ACTIVITIES: Net Income $ 9,295 $ 11,848 Adjustments to Reconcile Net Income to Net Cash Provided from Operating Activities: Depreciation and Amortization 7,408 6,836 Amortization of Nuclear Fuel 1,205 1,110 Deferred Taxes 2,170 1,452 Investment Tax Credit, Net (236) (230) Allowance for Other Funds Used During Construction (131) (49) Other - Net (243) (768) Change in Operating Assets and Liabilities (7,956) 1,285 Net Cash Provided From Operating Activities 11,512 21,484 CASH FLOW FROM INVESTING ACTIVITIES: Construction Expenditures (8,710) (3,621) Net Cash Used in Investing Activities (8,710) (3,621) CASH FLOW FROM FINANCING ACTIVITIES: Common Stock Dividends Paid to EUA (7,315) (6,419) Preferred Dividends Paid (497) (497) Premium on Reacquisition & Financing Expenses (52) Net Cash Used in Financing Activities (7,812) (6,968) Net (Decrease) Increase in Cash and Temporary Cash Investments (5,010) 10,895 Cash and Temporary Cash Investments at Beginning of Period 11,265 697 Cash and Temporary Cash Investments at End of Period $ 6,255 $ 11,592 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest (Net of Capitalized Interest) $ 4,060 $ 4,110 Income Taxes $ 1,422 $ 1,280 See accompanying notes to consolidated condensed financial statements. EASTERN_EDISON_COMPANY NOTES_TO_CONSOLIDATED_CONDENSED_FINANCIAL_STATEMENTS The accompanying Notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in Eastern Edison Company's (Eastern Edison or the Company) 1994 Annual Report on Form 10-K. Note A - In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 1995 and the results of operations and cash flows for the three months ended March 31, 1995 and 1994. Certain reclassifications have been made to prior period financial statements to conform to current period classifications. The year-end consolidated condensed balance sheet data was derived from audited financial statements but does not include all disclosures required under generally accepted accounting principles. Note B - Results shown above for the respective interim periods are not neces- sarily indicative of results to be expected for the fiscal years due to seasonal factors which are inherent in electric utilities in New England. A greater proportionate amount of revenues is earned in the first and fourth quarters (winter season) of most years because more electricity is sold due to weather conditions, fewer day-light hours, etc. Note C- Commitments and Contingencies: Rate Activity On March 21, 1994, Montaup Electric Company (Montaup), the wholesale electric generating and transmission subsidiary of the Company, filed an application with the Federal Energy Regulatory Commission (FERC) for authorization to reduce its wholesale rates by $10.1 million, or three percent. Montaup supplies electricity at wholesale to EUA's retail electric utilities - Eastern Edison, Blackstone Valley Electric Company (Blackstone) and Newport Electric Corporation (Newport) - and to two non-affiliated municipal utilities. This application is designed to match more closely Montaup's revenues with its decreasing cost of doing business resulting from, among other things, a reduced rate base, lower interest costs and successful cost control efforts. On May 21, 1994, Montaup began billing the reduced rates, and on April 14, 1995 FERC approved a settlement agreement between Montaup and the intervenors in the case calling for an annual reduction of approximately $13.9 million (inclusive of the filed $10.1 million reduction). Montaup will refund to its customers the difference collected between the $10.1 million filed reduction and the $13.9 million settled reduction in the second quarter of 1995. Montaup has previously reserved for this refund. Maine Yankee During the refueling-and-maintenance shutdown of the Maine Yankee Nuclear Generating plant that started in early February of 1995, Maine Yankee Atomic Power Company (Maine Yankee), the owner of the plant, detected an increased rate of degradation of the plant's steam generator tubes in excess of the number expected and started evaluating several courses of action. On April 7, 1995, Maine Yankee announced its intention to further explore sleeving all 17,000 steam generator tubes. Although testing of all tubes revealed that approximately 40% of the tubes are free of defects, Maine Yankee plans to sleeve all of the tubes as a preventative safety measure. Sleeving involves the inserting of a tube of slightly smaller diameter into the defective tube, the sleeve is welded in place and acts as a new tube. Sleeving is a proven technology and must meet rigorous federal standards of safety and licensing. If the sleeving option is approved and implemented, Maine Yankee projects that the plant could return to service in the final quarter of 1995. Montaup owns 4% of the Common Stock of Maine Yankee, and its share of the current estimated cost of the sleeving option could be approximately $1.6 million. At this time, the Company cannot predict whether this option will be approved for implementation or the ultimate impact on the Company, if any, of this option or any other course of action which may be taken with respect to the plant. Item_2. Management's_Discussion_and_Analysis_of_Financial_Condition_and _Results_of_Operations The following is Management's discussion and analysis of certain significant factors affecting the Company's earnings and financial condition for the interim periods presented in this Form 10-Q. Overview Consolidated Net Earnings for the first quarter of 1995 were $8.8 million. Consolidated Net Earnings for the same period of a year ago were $11.4 million. First quarter 1995 earnings reflect a full quarter's impact of Montaup's wholesale rate reduction implemented on May 21, 1994 as well as a 3.1% decrease in retail kilowatthour (kWh) sales. The first quarter of 1995 was 18% warmer than last year's first quarter causing a sharp decline in sales. While overall retail sales declined, sales to industrial customers grew, signaling a continuation of the slow but steady economic recovery in the Company's service territories. Operating_Revenues Operating Revenues decreased $4.1 million to $106.3 million in the first quarter of 1995 compared to the same period in 1994. This decrease is due primarily to a full quarter's revenue impact of Montaup's wholesale rate reduction, approximately $3.9 million, recoveries of decreased fuel and conservation and load management expenses aggregating $2.3 million and the impact of lower kwh sales. Offsetting these decreases somewhat were recoveries of increased purchased power expenses of approximately $2.0 million. Operating_Expenses Fuel expense for the first quarter of 1995 as compared to the same period in 1994 decreased $900,000 or 3.7%. This decrease was due primarily to decreased kWh sales and requirements offset somewhat by a 9.7% increase in the average cost of fuel. Purchased Power expense for the first quarter of 1995 increased approximately $2.0 million or 6.8% as compared to the same period in 1994. This increase is due primarily to a full quarter impact of Newport's purchased power contracts assumed by Montaup on May 21, 1994 coincident with Newport becoming an all-requirements customer of Montaup, aggregating approximately $3.3 million. Also contributing to the increase were increased billings by Montaup's suppliers totaling $700,000. These increases were offset somewhat by a decrease of approximately $2.1 million resulting from contracts which expired in October 1994 totaling 41 mw. Other Operation and Maintenance (O&M) expenses for the first quarter of 1995 decreased approximately $1.3 million from the same period in 1994. This decrease is due primarily to a decrease in conservation and load management expenses of $1.3 million and decreased direct O&M expenses such as wages, benefits, distribution and production expenses aggregating $1.1 million. Offsetting these decreases somewhat were increased indirect expenses related to jointly owned units, FAS 106 and rental of transmission and production facilities aggregating approximately $1.0 million. Liquidity_and_Sources_of_Capital Eastern Edison's and Montaup's need for permanent capital is primarily related to the construction of facilities required to meet the needs of their existing and future customers. Traditionally, cash construction requirements not met with internally generated funds are obtained through short-term borrowings which are ultimately funded with permanent capital. EUA System companies, including Eastern Edison and Montaup, maintain short-term lines of credit with various banks aggregating approximately $150 million. These credit lines are available to other affiliated companies under joint credit line arrangements. At March 31, 1995, these unused EUA System short-term lines of credit amounted to approximately $115 million. Eastern Edison and Montaup had no short-term debt outstanding at March 31, 1995. In the first quarter of 1995, internally generated funds amounted to $12.0 million while cash construction requirements for the same period were $8.7 million. Voluntary Retirement Incentive Offer On March 15, 1995, EUA announced a corporate reorganization which, among other things, will consolidate management of Eastern Edison, Blackstone and Newport. David H. Gulvin, formerly President of Blackstone and Newport, was named Senior Vice President of Eastern Edison, Blackstone and Newport. John D. Carney, President of Eastern Edison was named President of Blackstone and Newport, also. As part of the reorganization, a voluntary retirement incentive effective June 1, 1995, was offered to sixty-six EUA System employees, including twenty-two employees of Eastern Edison and Montaup. Eastern Edison and Montaup expect a majority of the eligible personnel to accept and anticipate taking a one-time charge to earnings in the second quarter of this year to reflect the cost of this early retirement incentive. The final amount of this charge will depend on the final number of eligible employees that accept the offer. The estimated payback period is approximately 18 months. PART II -- OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) A Consent to Action in lieu of an Annual Meeting of Stockholders executed on March 7, 1995 (Consent to Action) by Eastern Utilities Associates, the holder of the entire issued and outstanding common stock of Eastern Edison and the only class of stock entitled to vote at the Annual Meeting of Stockholders. (b) The Board of Directors as previously reported to the Commission in the Company's annual report on Form 10-K for the year ended December 31, 1994 was re-elected in its entirety by the Consent to Action. (c) The matters voted on in the Consent to Action were: (i) a vote fixing the number of directors of Eastern Edison at eight and re-electing the entire Board and (ii) the election of the Treasurer and Clerk of the Company. Item 5. Other Information On March 29, 1995, the Federal Energy Regulatory Commission (FERC) issued a Notice of Proposed Rulemaking (NOPR) which will require public utilities that own or control interstate transmission facilities to offer to other utilities "open access" transmission service on a non-discriminatory basis and file open access transmission tariffs. FERC also proposes to allow in certain circumstances the collection of charges for the recovery of stranded costs associated with requiring open access tariffs when former wholesale or retail customers change power suppliers. The Commission's purpose in proposing the new rules is to encourage competition in the bulk power market. At this time, management is unable to predict the ultimate impact, if any, of the NOPR on the Company. Item_6. Exhibits_and_Reports_on_Form_8-K (a) Exhibits - None (b) Reports on Form 8-K - None SIGNATURES 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 under signed thereunto duly authorized. Eastern_Edison_Company___________ (Registrant) Date: May_12,_1995 /s/ Clifford J. Hebert, Jr. Clifford J. Hebert, Jr., Treasurer (on_behalf_of_the_Registrant_and as Principal_Financial_Officer)