Company Profile Eastern Edison Company (Eastern Edison or the Company) is a retail electric utility company. Eastern Edison supplies retail electric service to approximately 185,000 customers in 22 cities and towns in southeastern Massachusetts. The largest communities served are the cities of Brockton and Fall River, Massachusetts. Eastern Edison is a wholly owned subsidiary of Eastern Utilities Associates (EUA). EUA owns directly all of the shares of common stock of Eastern Edison, Blackstone Valley Electric Company (Blackstone) and Newport Electric Corporation (Newport). These EUA subsidiaries are collectively referred to as the Retail Subsidiaries. Blackstone and Newport are retail electric utility companies operating in northern Rhode Island and south coastal Rhode Island, respectively. Eastern Edison owns all of the permanent securities of Montaup Electric Company (Montaup), a generation and transmission company, which supplies electricity to Eastern Edison, to Blackstone, to Newport and to two unaffiliated utilities for resale. EUA also owns directly all of the shares of common stock of EUA Service Corporation (EUA Service), EUA Cogenex Corporation (EUA Cogenex), EUA Energy Investment Corporation (EUA Energy), EUA Ocean State Corporation (EUA Ocean State), EUA Energy Services Corporation (EUA Energy Services), and EUA Telecommunications Corporation (EUA Telecommunications). EUA Service provides various accounting, financial, engineering, planning, data processing and other services to all EUA System companies. EUA Cogenex is an energy services company. EUA Energy was organized to invest in energy related projects. EUA Ocean State owns a 29.9% interest in Ocean State Power's two gas-fired generating units in northern Rhode Island. EUA Energy Services owns an interest in a limited liability company which markets energy and energy services. EUA Telecommunications provides telecommunications and information services. The holding company system of EUA, the Retail Subsidiaries, Montaup, EUA Service, EUA Cogenex, EUA Energy, EUA Ocean State, EUA Energy Services, and EUA Telecommunications is referred to as the EUA System. The Core Electric Business consists of the Retail Subsidiaries and Montaup. (See Electric Utility Industry Restructuring for a discussion of changes taking place in the utility industry in the territories served by EUA's Core Electric Business.) Form 10-K A copy of EUA's, Eastern Edison's and Blackstone's Co-Registrant 1998 Annual Report on Form 10-K, which is filed with the Securities and Exchange Commission, is available without charge by contacting us at: EUA Service Corporation Post Office Box 2333 Boston, MA 02107 (617) 357-9590 Internet Address Visit EUA's Home Page on the worldwide web at: http://www.eua.com. MARKET FOR EASTERN EDISON'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS All of Eastern Edison's common stock is owned beneficially and of record by Eastern Utilities Associates (EUA). The dividends paid on Eastern Edison's common stock during the past two years are as follows: Dividends Paid Dividends Paid 1998 Per Share 1997 Per Share First Quarter $2.70 First Quarter $2.70 Second Quarter 2.70 Second Quarter 2.70 Third Quarter 1.45 Third Quarter 2.70 Fourth Quarter -0- Fourth Quarter 2.70 No dividend may be paid on Eastern Edison's common stock unless full dividends on Eastern Edison's outstanding Preferred Stock for all past and the current quarterly dividend periods have been paid or declared and set apart for payment, nor may any dividends be paid on Eastern Edison's common stock if Eastern Edison is in default on any sinking fund obligation provided for its Preferred Stock. See also Notes C, D and E of Notes to Consolidated Financial Statements. SELECTED CONSOLIDATED FINANCIAL DATA For the Years Ended December 31, (In Thousands) 1998 1997 1996 1995 1994 ___________________________________________________________________________________ Operating Revenues $408,230 $435,014 $404,808 $420,069 $418,424 Net Earnings 27,718 27,059 30,983 31,455 31,395 Total Assets 831,622 777,124 775,082 739,198 756,045 Capitalization: Long-Term Debt-Net 162,550 162,491 222,402 222,313 229,224 Redeemable Preferred Stock-Net 27,995 27,612 27,035 26,218 25,257 Common Equity 225,998 218,468 240,213 244,368 225,064 Total Capitalization $416,543 $408,571 $489,650 $492,899 $479,545 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND REVIEW OF OPERATIONS Overview Consolidated Net Earnings were $27.7 million in 1998, an increase of approximately $700,000 or 2.4% from 1997 Net Earnings. Decreased jointly owned unit expenses due largely to the return to service of the Millstone 3 nuclear generating plant in July 1998 and increased kilowatthour (kWh) sales were offset by rate reductions pursuant to approved utility restructuring agreements effective March 1, 1998. See Generation Divestiture below for a discussion of Montaup's agreements to divest of its generation assets and power purchase contracts. Consolidated Net Earnings were approximately $27.1 million in 1997, a decrease of $3.9 million or 12.7% as compared to 1996. The 1997 results include the impacts of increased jointly owned units expenses, primarily related to the extended Millstone 3 outage, and increased expenses due to a June 1997 voluntary retirement incentive offer (VRI) discussed below. Proposed Merger Agreement On February 1, 1999, EUA and New England Electric System (NEES) announced a merger agreement under which NEES will acquire all outstanding shares of EUA for $31 per share in cash. The merger agreement, which is subject to the approval of EUA shareholders and various regulatory agencies, values the equity of EUA at approximately $634 million, which represents a 23% premium above the price of EUA shares on December 4, 1998, the last trading day before other regional merger announcements affected EUA's share price. Closing of the merger is expected to occur by early 2000. kWh Sales KWh sales in 1998 increased by 2.5% as compared to 1997. This increase was led by sales to industrial and commercial classes of 5.4% and 3.4%, respectively. KWh sales in 1997 increased less than 1% compared to 1996. Comparison of Financial Results Operating Revenues Operating Revenues of approximately $408.2 million decreased by $26.8 million in 1998 due to the following: Generation related revenues decreased by $24.6 million as a result of restructured rates, which provided rate reductions to all of EUA's retail customers, pursuant to electric industry restructuring legislation and settlement agreements effective March 1, 1998. Of this decrease, $21.5 million relates to decreased fuel and purchased power expenses in 1998. The remaining change in generation related revenues was due to the net impacts of rate reductions and accrued revenues as prescribed in the previously mentioned settlement agreements. Distribution revenues decreased by $3.6 million in 1998 due to the net impacts of restructured rates, a 2.5% increase in kilowatthour sales and a $2.0 million increase in conservation and load management (C&LM) recoveries. Operating Revenues of approximately $435.0 million increased approximately $30.2 million or 7.5% in 1997 as compared to 1996. This change was primarily due to increased recoveries of purchased power, fuel and C&LM expenses aggregating approximately $23.2 million. Also impacting revenues was increased base rate recoveries and increased short-term contract demand sales. 1997 Voluntary Retirement Incentive In June of 1997, an early retirement offer was accepted by a group of employees who were eligible for, but not offered a VRI completed in 1995, resulting in a charge of approximately $700,000 (approximately $500,000 after- tax) to second quarter 1997 earnings. Expenses The Company's most significant expense items continue to be fuel and purchased power expenses which together comprised about 58% of total operating expenses for 1998. Fuel expense decreased by approximately $10.9 million or 9.9% in 1998 as compared to 1997. Increased nuclear generation and a 17.1% decrease in the cost of fossil fuels resulted in an 18.7% decrease in the average cost of fuel compared to 1997. Somewhat offsetting the decrease in the average price of fuel was a 9.5% increase in total energy generated and purchased in 1998 compared to 1997. Fuel expense increased by approximately $18.6 million or 20.1% as compared to 1996. Outages of nuclear units in 1997 contributed to a greater dependence on higher cost fossil fuels for energy requirements, resulting in an increase in average fuel costs of 16.3% in 1997. Also impacting fuel expense was an increase in total energy generated and purchased of 4.6% in 1997. Purchased Power demand expense decreased approximately $10.5 million or 8.8% in 1998 compared to 1997. This decrease was primarily due to decreased billings from the Maine Yankee, Connecticut Yankee and Pilgrim Nuclear units aggregating approximately $8.5 million, and from Ocean State Power (OSP) of approximately $1.9 million. Purchased Power demand expense increased approximately $600,000 or less than 1% in 1997. Other Operation and Maintenance expenses (O&M) are comprised of two components, Direct Controllable and Indirect. Direct Controllable expenses include expense items such as salaries, fringe benefits, insurance, maintenance, etc. Indirect expenses include items over which the Company has limited short-term control and include such expense items as Montaup's joint ownership interests in generating facilities such as Seabrook I and Millstone 3, power contracts where transmission rental fees are fixed, conservation and load management expenses that are fully recovered in revenues and expenses related to accounting standards such as Statement of Financial Accounting Standard No. 106, "Employers' Accounting for Post Retirement Benefits Other Than Pensions" (FAS106). Other O&M expenses, including affiliated company transactions, decreased by $13.1 million or 12.4% in 1998 as compared to 1997. Jointly-owned units expenses decreased approximately $9.4 million in 1998, due largely to the return to service of the Millstone 3 Nuclear unit in July 1998 and decreased expenses of Canal Unit 2 and Seabrook I. Also, charges from other utilities decreased approximately $1.9 million, Other Post-Retirement Benefits and Pension expenses decreased approximately $300,000 collectively due to personnel reductions in 1998, and storm related expenses decreased as a result of an April 1997 storm which struck Eastern Edison's service territory. These 1998 decreases were offset by increased C&LM expense of approximately $2.0 million consistent with provisions of electric utility industry restructuring legislation in Massachusetts. Other O&M expenses, including affiliated company transactions, increased approximately $14.1 million or 15.3% in 1997. This change was primarily due to increased jointly owned unit expense of approximately $9.0 million, of which $5.0 million was related to the Millstone 3 outage and the remainder was due to increased expenses related to the scheduled maintenance outages at the Canal and Seabrook units. Also impacting the change was increased C&LM expenses of approximately $1.8 million, increased legal expenses of approximately $1.3 million and $1.2 million of transmission expenses related to new transmission tariffs implemented by FERC in 1997 to accommodate utility industry restructuring. Depreciation and Amortization expense increased by approximately $2.1 million or 7.8% in 1998 versus 1997. This increase was due largely to amortization of certain regulatory assets pursuant to restructuring settlement agreements. Eastern Edison's effective tax rate for 1998 was approximately 37.5% compared to 34.4% for 1997. The effects of accelerated reversal of differences pursuant to restructuring settlement agreements were offset somewhat by the reversal of unamortized investment tax credits related to Canal 2 at the time of its sale, which occurred on December 30, 1998. Other Income and (Deductions) - Net decreased by approximately $800,000 in 1998 as compared to 1997. This decrease is due largely to the 1997 favorable resolution of a Massachusetts corporate income tax dispute. Also contributing to the 1998 decrease were non-operating expenses of $1.0 million related to Montaup's divestiture efforts and approximately $800,000 of expenses related to opposition of a 1998 Massachusetts referendum to repeal deregulation legislation. Net Interest charges decreased by approximately $700,000 or 4.0% in 1998 compared to 1997. Interest on long term debt decreased as a result of the maturities of Eastern Edison's $20 million 5 7/8% First Mortgage Bonds in May 1998 and $40 million 5 3/4% First Mortgage Bonds in July 1998. This decrease was partially offset by interest expense on increased short term borrowings, which were used to finance Eastern Edison's long-term debt maturities. Financial Condition and Liquidity Eastern Edison's and Montaup's need for permanent capital is primarily related to the construction of facilities required to meet the needs of existing and future customers. For 1998, 1997 and 1996, Eastern Edison's and Montaup's combined cash construction expenditures were $14.0 million, $15.7 million, and $26.0 million, respectively. Internally generated funds provided approximately 791%, 123%, and 118% of these combined cash construction requirements in 1998, 1997 and 1996, respectively. Cash construction expenditures are expected to be approximately $21.3 million in 1999, $20.1 million in 2000, $20.6 million in 2001, and are expected to be financed with internally generated funds. In the utility industry, cash construction requirements not met with internally generated funds are obtained through short-term borrowings which are ultimately funded with permanent capital. In July 1997, several EUA System companies, including Eastern Edison and Montaup, entered into a three-year revolving credit agreement allowing for borrowings in aggregate of up to $145 million from all sources of short-term credit. As of December 31, 1998, various financial institutions have committed up to $75 million under the revolving credit facility. In addition to the $75 million available under the revolving credit facility, EUA System companies maintain short-term lines of credit with various banks totaling $90 million for an aggregate amount available of $165 million. At December 31, 1998, under the revolving credit agreement the EUA System had unused short-term lines of credit of approximately $101.4 million. At December 31, 1998, Eastern Edison and Montaup had zero outstanding short-term debt. During 1998, Eastern Edison used available funds and short-term borrowings to fund $60 million of long-term debt maturities. On December 30, 1998, Montaup received $75.9 million of proceeds from the sale of its 50% ownership share of the Canal 2 Generating Station to Southern Energy and redeemed $55 million of Montaup debenture bonds and paid a special dividend to its parent company, Eastern Edison. Eastern Edison used these proceeds to repay its outstanding short-term debt and make short-term investments of $25.6 million. In January 1999, Eastern Edison used those investments to retire 551,956 shares of its outstanding, $25 par value, common shares at a price of $41.67 per share. In addition to construction expenditures, projected requirements for maturing long-term debt securities through 2003 are $35 million in 2002 and $48 million in 2003. The Company has no sinking fund requirements through 2002, and $1.5 million in 2003. Eastern Edison is exposed to minimal interest rate risk, given that all of its outstanding long-term debt is fixed- rate. Refer to the Statements of Capitalization for a listing of Eastern Edison's debt. See Generation Divestiture below. Electric Utility Industry Restructuring Legislation enacted in Rhode Island in 1996 and Massachusetts in 1997 along with approved electric utility industry restructuring settlement agreements in both states and at the federal level granted EUA's Rhode Island and Massachusetts electric customers with choice of electricity supplier and rate reductions commencing January 1, 1998 and March 1, 1998, respectively. Until a customer chooses an alternative supplier, that customer will receive standard offer service from the retail distribution company. Blackstone and Newport are required to arrange for standard offer service through December 31, 2009 and Eastern Edison must arrange for this service through February 28, 2005. Under the approved settlement agreements, Montaup had guaranteed standard offer supply at a fixed price schedule for the duration of the standard offer periods and Blackstone, Newport and Eastern Edison agreed to subject their standard offer requirements to a competitive bidding process in which competitive suppliers would bid against the guaranteed price. Through its successful divestiture process, combined with a competitive bidding process conducted in late 1998, Montaup has assigned 100% of its standard offer obligation to purchasers of its generating assets. The guaranteed standard offer price will increase over time to encourage customers to leave standard offer service and enter the competitive power supply market. Provisions of the approved settlement agreements also allowed Montaup to replace its all-requirements wholesale contracts with its affiliated retail distribution companies with a contract termination charge (CTC) which permits Montaup to recover, among other things, its above market investments and commitments in generation assets. Montaup began billing the CTC coincident with retail access and the distribution companies are recovering the CTC through a non-bypassable transition charge to all of their distribution customers. As part of the approved settlement agreements, Montaup agreed to divest its entire generation portfolio. The net proceeds of the sale, as defined in the settlement agreements, will be used to mitigate Montaup's CTC to its retail affiliates via a Residual Value Credit (RVC). The RVC will reduce the fixed component of the CTC by an amount equal to the net proceeds, with a return, over the period commencing on the date the RVC is implemented through December 31, 2009. On February 12, 1999, Montaup filed to implement the RVC effective April 1, 1999 and is awaiting approval. Generation Divestiture Montaup now has agreements to sell all of its non-nuclear power generation assets and its 2.9% ownership share of the Seabrook Nuclear Station and has agreements to transfer all of its remaining purchased power contracts with the exception of its purchase power commitment with the Vermont Yankee Nuclear Station. On January 5, 1999, EUA announced that Montaup had agreed to transfer its remaining non-nuclear power purchase contracts (amounting to approximately 177 mw) to Constellation Power Source, Inc. In addition, Montaup has entered into agreements to sell: its 160-mw Somerset, Massachusetts electric generating station for approximately $55 million to NRG Energy, Inc.; its 2.6% (16 mw) share of the W. F. Wyman Unit 4 in Yarmouth, Maine to the Florida based FPL Group for approximately $2.4 million; and its 2.9 percent share (34 mw) of the Seabrook Station nuclear power plant to the Great Bay Power Corporation, a subsidiary of BayCorp Holdings, Ltd. for $3.2 million. Montaup has also signed agreements for the transfer of power purchase contracts for approximately 170 mw between Montaup and Ocean State Power and for the buyout of its 11% (73 mw) power entitlement from the Pilgrim Nuclear Power Station in Plymouth, Massachusetts. All of the sale and contract transfer agreements are subject to federal and/or state regulatory approvals, including that of the Nuclear Regulatory Commission with respect to the Seabrook sale. Closing of the non- nuclear sale agreements are anticipated to take place in the first quarter of 1999. The Seabrook sale and Pilgrim buyout are expected to take place later in 1999. Also, the sale of EUA's 50 percent share (280 mw) of Unit 2 of the Canal Generating Station in Sandwich, Massachusetts to Southern Energy for $75 million, which was announced in May 1998, was completed on December 30, 1998, and the sale of two diesel-powered generating units (totaling approximately 16 mw) owned by Newport to Illinois-based Wabash Power Equipment Co. for $1.5 million closed on October 1, 1998. Montaup's remaining generating capacity includes approximately 46 mw from its 4.0% joint ownership share of Millstone 3 nuclear unit and 12 mw from its 2.25% equity ownership of the Vermont Yankee nuclear facility. Environmental Matters Eastern Edison, Montaup and other electric utilities owning generating units from which power is obtained are subject to environmental and land use regulations at the federal, state and local levels. The federal Environmental Protection Agency (EPA), and certain state and local authorities, have jurisdiction over releases of pollutants, contaminants and hazardous substances into the environment and have broad authority to set rules and regulations in connection therewith, such as the Clean Air Act Amendments of 1990, which could require installation of pollution control devices and remedial actions. In 1994, EUA instituted an environmental audit program to ensure compliance with environmental laws and regulations and to identify and reduce liability with respect to those requirements. Because of the nature of Eastern Edison's and Montaup's business, various by-products and substances are produced or handled which are classified as hazardous under the rules and regulations promulgated by such authorities. Eastern Edison and Montaup typically provide for the disposal of such substances through licensed contractors, but statutory provisions may impose joint and several responsibility on the generators of the wastes for cleanup costs. Montaup has been notified with respect to one site, where it may be responsible for such costs, and Eastern Edison may be considered an innocent downgradient landowner, pursuant to Massachusetts regulations, of another site requiring cleanup. It is the policy of Eastern Edison and Montaup to notify liability insurers and to initiate claims related to such costs. However, Eastern Edison and Montaup are unable to predict whether liability, if any, will be assumed by, or can be enforced against, insurance carriers in these matters. As of December 31, 1998, Eastern Edison and Montaup have incurred minimal costs in connection with these sites. Eastern Edison and Montaup estimate that additional costs of up to $700,000 may be incurred at these sites through 1999. Estimates beyond 1999 cannot be made since site studies, which are the basis of these estimates, have not been completed. Eastern Edison and Montaup does not believe that the ultimate impact of environmental costs will be material to its financial position and thus, no loss provision is required at this time. A number of scientific studies in the past several years have examined the possibility of health effects from electric and magnetic fields (EMF) that are found wherever there is electricity. Research to date has not conclusively established a direct causal relationship between EMF exposure and human health. Additional studies, which are intended to provide a better understanding of the subject, are continuing. Management cannot predict the ultimate outcome of the EMF issue. Nuclear Power Issues Montaup has a 4.01% ownership interest in Millstone 3, a 1,154-mw nuclear unit that is jointly owned by a number of New England utilities, including subsidiaries of Northeast Utilities (Northeast). Subsidiaries of Northeast are the lead participants in Millstone 3. On March 30, 1996, it was necessary to shut down the unit following an engineering evaluation which determined that four safety-related valves would not be able to perform their design function during certain postulated events. In October 1996, the NRC, which had raised numerous issues with respect to Millstone 3 and certain of the other nuclear units in which Northeast and its subsidiaries, who either individually or collectively have the largest ownership shares, informed Northeast that it was establishing a Special Projects Office to oversee inspection and licensing activities at Millstone. The Special Projects Office was responsible for (1) licensing and inspection activities at Northeast's Connecticut plants, (2) oversight of an Independent Corrective Action Verification Program, (3) oversight of Northeast's corrective actions related to safety issues involving employee concerns, and (4) inspections necessary to implement NRC oversight of the plant's restart activities. Also, the NRC directed Northeast to submit a plan for disposition of safety issues raised by employees and retain an independent third-party to oversee implementation of this plan. On April 8, 1998, Northeast announced that Millstone 3 was ready for NRC inspection indicating that virtually all of the restart-required physical work had been completed. On June 29, 1998, the NRC authorized Northeast to begin restart activities of Millstone 3. The authorization was given after the NRC staff verified that several final technical and programmatic issues were resolved. Millstone 3 was restarted during the first week of July, and on July 14, 1998, Millstone 3 returned to full power operations. The NRC will continue to closely monitor Millstone 3's performance. In August 1997, nine non-operating owners, including Montaup, who together own approximately 19.5% of Millstone 3, filed a demand for arbitration against Connecticut Light and Power (CL&P) and Western Massachusetts Electric Company (WMECO) as well as lawsuits against Northeast and its Trustees. CL&P and WMECO, owners of approximately 65% of Millstone 3, are Northeast subsidiaries that agreed to be responsible for the proper operation of the unit. The non-operating owners of Millstone 3 claim that Northeast and its subsidiaries failed to comply with NRC regulations, failed to operate the facility in accordance with good utility operating practice and attempted to conceal their activities from the non-operating owners and the NRC. The arbitration and lawsuits seek to recover costs associated with replacement power and operation and maintenance (O&M) costs resulting from the shutdown of Millstone 3. The non-operating owners conservatively estimate that their losses exceed $200 million. Montaup's share of this estimate is approximately $8.0 million. In December 1997, Northeast filed a motion to dismiss the non- operating owners' claims, or alternatively to stay the pending arbitration until after the resolution of the arbitration case. These requests were denied in July 1998. Montaup paid its share of Millstone 3's O&M expenses during the prolonged outage on a reservation of right basis. The fact that Montaup paid these expenses is not an admission of financial responsibility for expenses incurred during the outage. EUA cannot predict the ultimate outcome of legal proceedings brought against CL&P, WMECO and Northeast or the impact they may have on Montaup and the EUA system. Montaup has a 4.5% equity ownership in Connecticut Yankee, a nuclear generating facility in the process of decommissioning. Montaup's share of the total estimated costs for the permanent shutdown, decommissioning, and recovery of the investment in Connecticut Yankee is approximately $23.8 million and is included with Other Liabilities on the Consolidated Balance Sheet as of December 31, 1998. Also, due to anticipated recoverability, a regulatory asset has been recorded for the same amount and is included with Other Assets. On August 31, 1998, a FERC law judge rejected Connecticut Yankee's plan to decommission the plant. The judge claimed that estimates of clean-up costs were flawed and certain restoration costs were not supported. The judge also said Connecticut Yankee could not pass on spent fuel storage costs to rate- payers. The judge recommended that Connecticut Yankee withdraw its decommissioning plan and submit a new plan which addresses the issues cited by him. FERC will review the judge's recommendations and issue a decision on this case in the coming months. If FERC concurs with the judge's recommendation, this may result in a write down of certain of Connecticut Yankee plant investments. Montaup cannot predict the ultimate outcome of FERC's review. On August 6, 1997, as the result of an economic evaluation, the Maine Yankee Board of Directors voted to permanently close that nuclear plant. Montaup has a 4.0% equity ownership in Maine Yankee. Montaup's share of the total estimated costs for the permanent shutdown, decommissioning, and recovery of the remaining investment in Maine Yankee is approximately $31.0 million and is included with Other Liabilities on the Consolidated Balance Sheet as of December 31, 1998. Also, due to recoverability, a regulatory asset has been recorded for the same amount and is included with Other Assets. On November 6, 1997, Maine Yankee submitted an estimate of its costs, including recovery of unamortized plant investment (including fuel), to FERC reflecting the fact that the plant was no longer operating and had entered the decommissioning phase. On January 14, 1998, FERC accepted the new rates, subject to refund, and amounts of Maine Yankee's collections for decommissioning. FERC also granted intervention requests and ordered a public hearing on the prudency of Maine Yankee's decision to shut down the plant and on the reasonableness of the proposed rate amendments. On January 19, 1999, Maine Yankee and the active intervening parties, including the Secondary Purchasers, filed an Offer of Settlement with FERC which was supported by FERC trial staff on February 8, 1999. Upon commission approval, this agreement will constitute full settlement of issues raised in this proceeding. As a result of the August 1997 shutdown, Montaup and the other equity owners had been notified by the Secondary Purchasers that they would no longer make payments for purchased power to Maine Yankee. The Secondary Purchase Contracts are between the equity owners as a group and 30 municipalities throughout New England. At present, the equity owners are making payments to Maine Yankee to cover the payments that would be made by the municipals. Prior to shutdown, the municipals had been assigned 0.41% of Montaup's 4.0% share and Montaup had retained a 3.59% share. On November 28, 1997, the Secondary Purchasers sent a Notice of Initiation of Arbitration to the equity owners of Maine Yankee. On December 15, 1997, the equity owners as a group filed at FERC a Complaint and Petition for Investigation, Contract Modification, and Declaratory Order. On April 7, 1998, a Maine judge denied the Secondary Purchasers' motion to compel arbitration and indicated the jurisdictional question should be first decided by FERC. On April 15, 1998, the Secondary Purchasers notified FERC of the judge's decision and asked for expedited action on the pending complaint against them for non- payment. A separately negotiated Settlement Agreement filed with FERC on February 5, 1999, upon approval, would resolve issues raised by the Secondary Purchasers by limiting the amount they will pay for decommissioning and settling other points of contention. Management does not believe that these settlements, if approved, will have a material effect on EUA's future operating results or financial position. On August 4, 1998, the Maine Yankee Board of directors selected Stone & Webster Engineering Corporation to execute a $250 million contract for the decommissioning and decontamination of Maine Yankee. The decommissioning plan includes an option for Stone & Webster to repower the Maine Yankee site with a gas-fired plant. Recent actions by the NRC, some of which are cited above, indicate that the NRC has become more critical and active in its oversight of nuclear power plants. EUA is unable to predict at this time what, if any, ramifications these NRC actions will have on any of the other nuclear power plants in which Montaup has an ownership interest or power contract. Montaup is recovering through rates its share of estimated decommissioning costs for the Millstone 3 and Seabrook I nuclear generating units. Montaup's share of the currently allowed estimated total costs to decommission Millstone 3 is approximately $22.4 million in 1998 dollars and Seabrook I is approximately $14.4 million in 1998 dollars. These figures are based on studies performed for the lead owners of the units. Montaup also pays into decommissioning reserves, pursuant to contractual arrangements, at other nuclear generating facilities in which it has an equity ownership interest or life-of-unit entitlement. Such expenses are currently recovered through rates. In early 1998, Yankee Atomic, Maine Yankee and Connecticut Yankee, individually, as well as a number of other utilities, filed suit in federal appeals court seeking a court order to require the Department of Energy (DOE) to immediately establish a program for the disposal of spent nuclear fuel. Under the Nuclear Waste Policy Act of 1992, the DOE was to provide for the disposal of radioactive wastes and spent nuclear fuel starting in 1998 and has collected funds from owners of nuclear facilities to do so. On February 19, 1998, Maine Yankee also filed a petition in the U.S. Court of Appeals seeking to compel the Department of Energy to remove and dispose of the spent fuel at the Maine Yankee site. Under their Standard Contract, the DOE had a deadline for beginning the removal process at all nuclear plants on January 31, 1998, which was not met. On May 5, 1998, the Court of Appeals denied several motions brought in the proceeding, including several motions for injunctive relief brought by the utility petitioners. In particular, the Court denied the requests to require the DOE to immediately establish a program for the disposal of spent nuclear fuel. Also, Yankee Atomic, Connecticut Yankee, and Maine Yankee filed lawsuits against the DOE in the U.S. Court of Federal Claims seeking damages of $70 million, $90 million and $128 million, respectively, as a result of the DOE's refusal to accept the spent nuclear fuel. In late October and early November 1998, the U.S. Court of Federal Claims issued rulings with respect to Yankee Atomic, Maine Yankee, and Connecticut Yankee finding that the DOE was financially responsible for failing to accept spent nuclear fuel. These rulings clear the way for Yankee Atomic, Connecticut Yankee and Maine Yankee to pursue at trial their individual damage claims. Management cannot predict at this time the ultimate outcome of these actions. Year 2000 Issue EUA is addressing the Year 2000 issue on an EUA System basis, which includes Eastern Edison and Montaup. EUA's Year 2000 Program (the Program) is proceeding on schedule. The Program is addressing the potential impact on computer systems and embedded systems and components resulting from a common software program code convention that utilizes two digits instead of four to represent a year. If not addressed, the year 2000 may be systemically recognized as the year 1900, which could cause system or equipment failures or malfunctions, and ultimately result in disruptions to Company operations. EUA's State of Readiness: To address potential Year 2000 issues, EUA has divided the focus of its Year 2000 Program into three major categories of business activity: the generation and delivery of electricity to customers, the acquisition of goods and services (including purchased power) and, ongoing general and administrative activities relating to the corporate infrastructure and support functions, which includes among other things, billings and collections. EUA has adopted a four phase approach in addressing information technology (IT) issues. As of January 31, 1999, each phase was at the following percentage of completion: analysis - 100%; remediation - 79%; unit testing - 78%; and integrated testing - 11%. EUA is on schedule to achieve Year 2000 readiness for 100% of mission critical projects by June 30, 1999. For non-IT projects, approximately 90% are either Year 2000 ready or not affected by the Year 2000. The remaining items are in the process of being remediated and tested and are scheduled to be Year 2000 ready by June 30, 1999. EUA has an ongoing process to identify and assess the Year 2000 readiness of third parties with which it has a material relationship. Where necessary, contingency plans will be developed. This process is on schedule to be completed by June 30, 1999. Costs to Address EUA's Year 2000 Issues: Through December 31, 1998, EUA has incurred costs of approximately $3.0 million to address Year 2000 issues, including approximately $1.5 million of non-incremental labor, $1.2 million of capital expenditures and $300,000 of consulting and other costs. EUA estimates it will incur additional costs approximating $7.0 million during the period January 1, 1999 through March 31, 2000, to complete its resolution of Year 2000 issues including approximately $5.5 million of non-incremental labor, $500,000 of capital expenditures and $1.0 million of consulting and other costs. Because 70% of the total estimated costs associated with the Year 2000 issue relate to non-incremental internal labor, management continues to believe that the Year 2000 will not present a material incremental impact to future operating results or financial condition. Risks of EUA's Year 2000 Issues: EUA's first priority continues to be the minimization of any potential disruptions to electric service as a result of the Year 2000. The provision of electric service depends in large part on the viability of the New England power grid which is managed by ISO/NEPOOL. EUA is actively participating on ISO/NEPOOL's Year 2000 operating and oversight committees. EUA's assessment of its own transmission and distribution equipment and facilities indicated that the risk of failure of this equipment does not appear to be significant. However, due to the interconnectivity of the New England power grid, and the reliance on many other entities also connected to the grid, it is not possible to conclude with certainty that there will be no significant interruptions in service. In addition, dependable voice and data telecommunications are critical to EUA's ongoing operations. EUA's internal telecommunication systems are either Year 2000 ready now, or on schedule to become Year 2000 ready by June 30, 1999. EUA also relies heavily on external telecommunication systems, i.e., the local and regional telephone systems, and has identified these providers as critical vendors. EUA has made direct contact with representatives of the telephone companies on which EUA depends, each of which anticipates being Year 2000 ready and devoid of major system failures. No other significant reasonably likely failure scenarios stemming solely from Year 2000 related problems have been identified thus far. Accordingly, EUA does not currently believe that any Year 2000 related risks in and of themselves constitute reasonably likely worst case scenarios. Rather, EUA's most reasonably likely Year 2000 related worst case scenario would be the occurrence of isolated Year 2000 failures such as described above in conjunction with a severe winter storm. However, EUA believes that such Year 2000 failures would not likely affect whether the storm event would have a material impact on EUA's business or financial condition. Year 2000 Contingency Plans: Contingency planning teams consisting of managers and employees experienced in system reliability, disaster recovery and risk have been established and are responsible for developing contingency plans. The overall strategy will be to identify Year 2000 risks, both internal and external to EUA, that could have a material impact on EUA's operations or financial well being. Preliminary plans are expected by the end of the first quarter of 1999. Final plans are scheduled to be in place and ready to implement, if necessary, by June 30, 1999. Summary: The amount of effort and resources necessary to address Year 2000 issues and make EUA Year 2000 ready is significant. There are dedicated teams in place to ensure EUA's transition into the next century occurs with minimal disruption. EUA's Year 2000 program is on schedule and in accordance with timetables and progress points published by the North American Electric Reliability Council. In addition, EUA is utilizing outside technical consultants and other experts to help ensure EUA's Year 2000 program remains on schedule and effective. Management believes EUA's Year 2000 project is well managed and has the appropriate resources and plans in place to ensure the Company is positioned for a successful transition to the Year 2000. The foregoing constitutes a Year 2000 Statement and Readiness Disclosure subject to the protections afforded by the federal Year 2000 Information and Readiness Disclosure Act of 1998. New Accounting Standards In March 1998, The Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (AICPA) issued Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use (SOP 98-1), effective in 1999. SOP 98-1 provides specific guidance on whether to capitalize or expense costs within its scope. The Company does not expect SOP 98-1 to have a material impact on its financial position or result of operations. In June 1998, the Financial Accounting Standards Board issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," which is effective in 2000. This statement requires the recognition of all derivative instruments as either assets or liabilities in the statement of financial position and the measurement of those instruments at fair value. The Company is currently evaluating the impact SFAS 133 will have on its financial position or results of operations. Other A pending class action, filed on March 2, 1998, in the Massachusetts Supreme Judicial Court naming all Massachusetts electric distribution companies, including Eastern Edison, and certain Massachusetts state agencies as defendants, seeks to invalidate certain sections of the Electric Utility Restructuring Act of 1997. The Act directs the Massachusetts Department of Telecommunications and Energy to impose mandatory charges on all electricity sold to customers, except those served by a municipal lighting plant, to fund energy efficiency activities and to promote renewable energy projects. In addition to declaratory judgment, plaintiffs seek remittance of monies paid to each distribution company by customers along with any interest earned. The outcome of this class action is unknown at this time, however, Eastern Edison is vigorously defending the lawsuit. The Company occasionally makes forward-looking projections of expected future performance or statements of our plans and objectives. These forward- looking statements may be contained in filings with the SEC, press releases and oral statements. This report contains information about the Company's future business prospects including, without limitation, statements about the potential impact of Year 2000 issues on the Company's financial condition or results. These statements are considered "forward-looking" within the meaning of the Private Securities Litigation Reform Act. These statements are based on the Company's current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward- looking statements. The Company expressly undertakes no duty to update any forward-looking statement. Management's Discussion and Analysis of Financial Condition and Review of Operations provides a summary of information regarding the Company's financial condition and results of operation and should be read in conjunction with the "Consolidated Financial Statements" and "Notes to Consolidated Financial Statements" in arriving at a more complete understanding of such matters. Financial Table of Contents Consolidated Statements of Income. . . . . . . . . . . . . . . . . . . . . 16 Consolidated Statements of Retained Earnings . . . . . . . . . . . . . . . 16 Consolidated Statements of Cash Flow . . . . . . . . . . . . . . . . . . 17 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . 18 Consolidated Statements of Capitalization . . . . . . . . . . . . . . . . 19 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 21 Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . 38 [This page left blank intentionally] Eastern Edison Company and Subsidiary Consolidated Statements of Income Years Ended December 31, (In Thousands) 1998 1997 1996 Operating Revenues: From Affiliated Companies $ 114,248 $ 127,882 $ 127,981 Other 293,982 307,132 276,827 Total Operating Revenues 408,230 435,014 404,808 Operating Expenses: Fuel 99,775 110,717 92,159 Purchased Power - Demand 108,889 119,434 118,843 Other Operation and Maintenance 64,806 78,232 66,311 Affiliated Company Transactions 28,397 28,119 25,908 Voluntary Retirement Incentive 0 737 Depreciation and Amortization 29,636 27,489 26,810 Taxes - Other than Income 10,780 10,844 10,705 - Income 19,834 14,247 16,058 Total Operating Expenses 362,117 389,819 356,794 Operating Income 46,113 45,195 48,014 Equity in Earn. of Jointly Owned Companies 1,390 1,599 1,587 Allowance for Other Funds Used During Construction 173 162 365 Other (Deductions) Income - Net (130) 666 1,583 Income Before Interest Charges 47,546 47,622 51,549 Interest Charges: Interest on Long-Term Debt 13,072 15,006 15,233 Other Interest Expense 5,029 3,792 3,653 Allowance for Borrowed Funds Used During Construction (Credit) (261) (223) (308) Net Interest Charges 17,840 18,575 18,578 Net Income 29,706 29,047 32,971 Preferred Dividend Requirements 1,988 1,988 1,988 Consolidated Net Earnings Applicable to Common Stock $ 27,718 $ 27,059 $ 30,983 Consolidated Statements of Retained Earnings Years Ended December 31, (In Thousands) 1998 1997 1996 Retained Earnings - Beginning of Year $ 98,979 $ 120,724 $ 124,878 Net Income 29,706 29,047 32,971 Amortization of Preferred Stock Redemption (383) (577) (817) Total 128,302 149,194 157,032 Dividends Paid: Preferred 1,988 1,988 1,988 Common 19,805 48,227 34,320 Retained Earnings - End of Year $ 106,509 $ 98,979 $ 120,724 The accompanying notes are an integral part of the financial statements. Eastern Edison Company and Subsidiary Consolidated Statements of Cash Flows Years Ended December 31, (In Thousands) 1998 1997 1996 CASH FLOW FROM OPERATING ACTIVITIES: Net Income $ 29,706 $ 29,047 $ 32,971 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Act.: Depreciation and Amortization 31,091 28,592 28,607 Amortization of Nuclear Fuel 1,265 1,067 1,676 Deferred Taxes (17,279) (4,872) 5,217 Investment Tax Credit, Net (2,817) (935) (939) All. for Funds Used During Const. (173) (162) (365) Other - Net 2,524 (4,215) (2,333) Changes to Operating Assets and Liabilities: Accounts Receivable (8,264) 10,038 (1,862) Fuel, Materials and Supplies (1,982) 2,666 673 Accounts Payable 60 3,088 186 Accrued Taxes 15,036 (653) (241) Other - Net 1,284 (2,282) 9,266 Net Cash Provided from Operating Activities 50,451 61,379 72,856 CASH FLOW FROM INVESTING ACTIVITIES: Construction Expenditures (14,047) (15,662) (26,006) Proceeds from Div. of Generation Assets 75,307 Decrease in Other Investments 248 219 148 Net Cash Provided From (Used in) Investing Activities 61,508 (15,443) (25,858) CASH FLOW FROM FINANCING ACTIVITIES: Redemptions of Long-Term Debt (60,000) 0 (7,000) Common Stock Dividends Paid (19,805) (48,227) (34,320) Preferred Dividends Paid (1,988) (1,988) (1,988) Net (Dec.) Inc. in Short Term Debt (4,675) 2,635 (2,118) Net Cash (Used in) Financing Activities (86,468) (47,580) (45,426) Net Increase (Decrease) in Cash and Temporary Cash Investments 25,491 (1,644) 1,572 Cash and Temporary Cash Investments at Beginning of Year 461 2,105 533 Cash and Temporary Cash Investments at End of Year $ 25,952 $ 461 $ 2,105 Cash paid during the year for: Interest (Net of Amts Capitalized) $ 16,188 $ 13,993 $ 15,241 Income Taxes $ 22,446 $ 21,291 $ 13,267 The accompanying notes are an integral part of the financial statements. Eastern Edison Company and Subsidiary Consolidated Balance Sheets December 31, (In Thousands) ASSETS 1998 1997 Utility Plant and Other Investments: Utility Plant $ 744,593 $ 825,238 Less Accumulated Provision for Depreciation 252,301 279,711 Net Utility Plant 492,292 545,527 Non-Utility Property - Net 2,488 2,705 Investment in Jointly Owned Companies 12,881 13,524 Other Investments (at cost) 56 55 Total Utility Plant and Other Investments 507,717 561,811 Current Assets: Cash and Temporary Cash Investments 25,952 461 Accounts Receivable: Customers 25,175 27,801 Others 13,155 4,486 Accrued Unbilled Revenue 6,226 8,490 Associated Companies 18,628 14,143 Fuel (at average cost) 5,971 4,248 Plant Matls and Op. Supplies (at average cost) 3,994 3,734 Prepayments and Other Current Assets 4,754 3,688 Total Current Assets 103,855 67,051 Other Assets (Note A) 220,050 148,262 Total Assets $ 831,622 $ 777,124 LIABILITIES AND CAPITALIZATION Capitalization: Common Equity $ 225,998 $ 218,468 Redeemable Preferred Stock - Net 29,665 29,665 Preferred Stock Redemption Cost (1,670) (2,053) Long-term Debt - Net 162,550 162,491 Total Capitalization 416,543 408,571 Current Liabilities: Long-term Debt Due Within One Year 0 60,000 Notes Payable 0 4,675 Accounts Payable: Public 25,502 27,113 Associated Companies 8,987 7,317 Customer Deposits 1,408 1,258 Taxes Accrued 17,361 2,325 Interest Accrued 3,561 4,923 Other Current Liabilities 17,317 13,753 Total Current Liabilities 74,136 121,364 Other Liabilities 58,502 68,345 Deferred Credits: Unamortized Investment Credit 13,150 15,967 Other Deferred Credits 149,648 23,402 Total Deferred Credits 162,798 39,369 Accumulated Deferred Taxes 119,643 139,475 Commitments and Contingencies (Note J) Total Liabilities and Capitalization $ 831,622 $ 777,124 The accompanying notes are an integral part of the financial statements. Eastern Edison Company and Subsidiary Consolidated Statements of Capitalization December 31, (In Thousands) 1998 1997 Common Stock: $25 par value, authorized, issued and outstanding 2,891,357 shares $ 72,284 $ 72,284 Other Paid-In Capital 47,249 47,249 Common Stock Expense (44) (44) Retained Earnings 106,509 98,979 Total Common Equity 225,998 218,468 Redeemable Preferred Stock: 6 5/8%, $100 par value, 300,000 shares (1) 30,000 30,000 Expense, Net of Premium (335) (335) Preferred Stock Redemption Cost (1,670) (2,053) Total Redeemable Preferred Stock 27,995 27,612 Long-Term Debt: First Mortgage and Collateral Trust Bonds: 5 7/8% due 1998 0 20,000 6 7/8% due 2003 40,000 40,000 8% due 2023 40,000 40,000 5 3/4% due 1998 0 40,000 6.35% due 2003 8,000 8,000 7.78% Secured Medium-Term Notes due 2002 35,000 35,000 Pollution Control Revenue Bond: 5 7/8% due 2008 40,000 40,000 Unamortized (Discount) - Net (450) (509) 162,550 222,491 Less Portion Due Within One Year 0 60,000 Total Long-Term Debt 162,550 162,491 Total Capitalization $ 416,543 $ 408,571 (1) Authorized, Issued and Outstanding. The accompanying notes are an integral part of the financial statements. EASTERN EDISON COMPANY AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997, and 1996 (A) Nature of Operations and Summary of Significant Accounting Policies: General: Eastern Edison Company (Eastern Edison or the Company) and its wholly owned subsidiary, Montaup Electric Company (Montaup) are principally engaged in the generation, transmission, distribution and sale of electric energy. See Generation Divestiture below for a discussion of Montaup's divestiture of generating capacity. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accounting policies and practices of Eastern Edison and of Montaup are subject to regulation by the Federal Energy Regulatory Commission (FERC) and the Massachusetts Department of Telecommunications and Energy (formerly Massachusetts Department of Public Utilities) with respect to their rates and accounting. Eastern Edison and Montaup conform with generally accepted accounting principles, as applied in the case of regulated public utilities, and conform with the accounting requirements and ratemaking practices of the regulatory authority having jurisdiction. Principles of Consolidation: The consolidated financial statements include the accounts of Eastern Edison and its subsidiary, Montaup. All material intercompany balances and transactions have been eliminated in consolidation. Jointly Owned Companies: Montaup follows the equity method of accounting for its stock ownership investments in jointly owned companies including four regional nuclear generating companies. Montaup's investments in these nuclear generating companies range from 2.5% to 4.5%. Three of the four facilities, Yankee Atomic, Connecticut Yankee and Maine Yankee, have been permanently shut down and are in the process of decommissioning. Montaup's share of total estimated costs for the permanent shutdown, decommissioning and recovery of the investment in Yankee Atomic, Connecticut Yankee and Maine Yankee is $3.7 million, $23.8 million and $31.0 million, respectively. These amounts are included with Other Liabilities on the Consolidated Balance Sheet as of December 31, 1998. Also, due to anticipated recoverability, a regulatory asset has been recorded for the same amount and is included with Other Assets. Montaup is entitled to electricity produced from the remaining facility, Vermont Yankee, based on its ownership interest and is billed for its entitlement pursuant to a contractual agreement which is approved by FERC. (A) Nature of Operations and Summary of Significant Accounting Policies: (continued) Montaup also has a stock ownership investment of 3.27% in each of the two companies which own and operate certain interconnection facilities used to transmit hydroelectric power between the Hydro-Quebec Electric System and New England. Transactions with Affiliates: Eastern Edison is a wholly owned subsidiary of Eastern Utilities Associates (EUA). In addition to its investment in Eastern Edison, EUA has interests in two other retail companies, a service corporation, and five other non-utility companies. Transactions between Montaup and other affiliated companies include the following: sales of electricity by Montaup to Blackstone Valley Electric Company (Blackstone) and Newport Electric Corporation (Newport) aggregating approximately $114,248,000 in 1998, $127,882,000 in 1997, and $127,536,000 in 1996; accounting, engineering and other services rendered by EUA Service Corporation to Eastern Edison and Montaup of approximately $33,287,000, $32,190,000 and $30,886,000, in 1998, 1997 and 1996, respectively; and operating expense from the rental of transmission and generation facilities by Blackstone and Newport to Montaup aggregating approximately $3,559,000 in 1998, $4,197,000 in 1997, and $3,960,000 in 1996. Transactions with affiliated companies are subject to review by applicable regulatory commissions. Utility Plant and Depreciation: Utility plant is stated at original cost. The cost of additions to utility plant includes contracted work, direct labor and material, allocable overhead, allowance for funds used during construction and indirect charges for engineering and supervision. For financial statement purposes, depreciation is computed on the straight-line method based on estimated useful lives of the various classes of property. Provisions for depreciation, on a consolidated basis, were equivalent to a composite rate of approximately 3.4% in 1998, and 3.2% in 1997 and 1996 based on the average depreciable property balances at the beginning and end of each year. Beginning in 1998, coincident with billing a contract termination charge (CTC) to its retail affiliates, Montaup commenced recovery of its investment in generation related assets through the CTC over a twelve-year period. The difference between the annual recovery and annual depreciation expense pursuant to Generally Accepted Account Principles is being deferred. Allowance for Funds Used During Construction (AFUDC): AFUDC represents the estimated cost of borrowed and equity funds used to finance Eastern Edison's and Montaup's construction program. In accordance with regulatory accounting, AFUDC is capitalized, as a cost of utility plant, in the same manner as certain general and administrative costs. AFUDC is not an item of current cash income, but is recovered over the service life of utility plant in the form of increased revenues collected as a result of higher depreciation expense. The combined rate used in calculating AFUDC was 8.3% in 1998, 8.2% in 1997, and 8.9% in 1996. Operating Revenues: Revenues are based on billing rates authorized by applicable federal and state regulatory commissions. Eastern Edison accrues the estimated amount of unbilled revenues at the end of each month to match costs and revenues more closely. Montaup recognizes revenues when billed. In 1998, Eastern Edison and Montaup also began recording revenues in an amount management believes to be recoverable pursuant to provisions of approved settlement agreements and the Massachusetts Electric Industry Restructuring Act. Income Taxes: The general policy of Eastern Edison and Montaup with respect to accounting for federal and state income taxes is to reflect in income the estimated amount of taxes currently payable, as determined from the EUA consolidated tax return on an allocated basis, and to provide for deferred taxes on certain items subject to temporary differences to the extent permitted by the various regulatory commissions. As permitted by the regulatory commissions, it is the policy of Eastern Edison and Montaup to defer recognition of the annual investment tax credits and to amortize these credits over the productive lives of the related assets. Beginning in 1998, Montaup is amortizing previously deferred ITC related to generation investments recoverable through the CTC over a twelve-year period. Unamortized ITC related to the Canal 2 generating unit was reversed at the time of the Canal 2 sale, December 30, 1998. Cash and Temporary Cash Investments: Eastern Edison and Montaup consider all highly liquid investments and temporary cash investments with a maturity of three months or less, when acquired, to be cash equivalents. Other Assets: The components of Other Assets at December 31, 1998 and 1997 are detailed as follows: (In Thousands) 1998 1997 Regulatory Assets: Unamortized losses on reacquired debt $10,338 $11,588 Unrecovered plant and decommissioning cost 66,934 68,345 Deferred SFAS 109 costs (Note B) 40,279 46,806 Deferred SFAS 106 costs (Note J) 7,900 1,726 Unrecovered CTC assets 33,161 Accrued CTC assets 32,198 Other regulatory assets 13,641 5,875 Total regulatory assets 204,451 134,340 Other deferred charges and assets: Unamortized debt expenses 1,809 2,092 Other 13,790 11,830 Total Other Assets $220,050 $148,262 Regulatory assets represent deferred costs for which future revenues are expected in accordance with regulatory precedent. These costs are expensed when the corresponding revenues are received in order to appropriately match revenues and expenses. Regulatory Accounting: Eastern Edison and Montaup are subject to certain accounting rules that are not applicable to other industries. These accounting rules allow regulated companies, in appropriate circumstances, to establish regulatory assets and liabilities which defer the current financial impact of certain costs that are expected to be recovered in future rates. In light of approved restructuring settlement agreements and restructuring legislation in both Massachusetts and Rhode Island, the Company has determined that Montaup no longer will apply the provisions of Financial Accounting Standards Board's (FASB) Statement of Financial Accounting Standards No. 71 (FAS71), "Accounting for the Effects of Certain Types of Regulation" to the generation portion of its business. Due to the recoverability of regulatory assets granted in the approved restructuring plans, the company believes that the discontinuation of FAS71 for the generation portion of Montaup's business will not have a material impact on the Company's results of operation or financial condition. The Company believes its transmission and retail distribution businesses continue to meet the criteria for continued application of FAS71. Generation Divestiture: Terms of approved electric utility restructuring settlement agreements provide that Montaup exit the electric generation business. Through separately negotiated agreements, Montaup has agreements to divest all of its generation assets and power purchase contracts, with the exception of its 4.0% (46 mw) ownership interest in the Millstone 3 nuclear station and its 12-mw entitlement from Vermont Yankee. All of the agreements are subject to approval of various state and federal regulatory agencies. Montaup has agreed to sell generating assets totaling 509 mw to various parties for $133.2 million in aggregate. The net proceeds from the sales, as defined in the settlement agreements, will be recorded as a regulatory liability at the time of sale and will be returned to customers via a Residual Value Credit (RVC) through the year 2009. Montaup has also agreed to make contribution payments to two parties in exchange for their assumption of all future obligations under six purchased power contracts. These fixed monthly payments ranging from $850,000 to $2.6 million, will be made from the effective date through 2009. Montaup may be required to record a liability for these fixed contributions, but in such an event would record a regulatory asset for a like amount due to recoverability. In addition, Montaup agreed to a buyout of its obligations under the Pilgrim Nuclear purchased power contract in conjunction with the sale of the unit by Boston Edison Co. (BEC) to Entergy Nuclear Generating Co. (Entergy). This agreement provides for a buyout payment by EUA to BEC of $115.8 million, assuming a June 30, 1999 closing, along with a short-term, fixed-price purchased power agreement with Entergy for declining shares of the unit's output beginning with 11% in 1999 and ending with 5.5% in 2004. Entergy will assume all future operating and decommissioning obligations. Montaup will continue to attempt to sell and/or transfer its minority interests in Millstone 3 and Vermont Yankee. Until such time as these units are divested, Montaup will share 80% of the operating costs and revenues associated with the units with customers and 20% with shareholders. (B) Income Taxes: Components of income tax expense for the years 1998, 1997, and 1996 are as follows: _________________________________________________________________________ (In Thousands) 1998 1997 1996 Federal: Current $32,348 $16,427 $9,111 Deferred (15,575) (4,031) 5,152 Investment Tax Credit, Net (1,301) (935) (939) 15,472 11,461 13,324 State: Current 5,177 3,505 2,612 Deferred (815) (719) 122 4,362 2,786 2,734 Charged to Operations 19,834 14,247 16,058 Charged to Other Income: Current 444 1,175 1,233 Deferred (921) (219) (67) Investment Tax Credit, Net (1,516) Total $17,841 $15,203 $17,224 Total income tax expense was different than the amounts computed by applying federal income tax statutory rates to book income subject to tax for the following reasons: ______________________________________________________________________________ (In Thousands) 1998 1997 1996 Federal Income Tax Computed at Statutory Rates $16,642 $15,487 $17,568 (Decreases) Increases in Tax from: Equity Component of AFUDC (60) (56) (128) Consolidated Tax Savings (25) (156) Depreciation Differences 1,050 (348) (452) Amortization of ITC (2,818) (935) (939) State Taxes, Net of Federal Income Tax Benefit 2,833 1,919 1,897 Cost of Removal 326 Other (107) (864) (566) Total Income Tax Expense $17,841 $15,203 $17,224 (B) Income Taxes (continued) Eastern Edison and Montaup adopted Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes" (FAS109) which required recognition of deferred income taxes for temporary differences that are reported in different years for financial reporting and tax purposes using the liability method. Under the liability method, deferred tax liabilities or assets are computed using the tax rates that will be in effect when temporary differences reverse. Generally, for regulated companies, the change in tax rates may not be immediately recognized in operating results because of rate making treatment and provisions in the Tax Reform Act of 1986. The total deferred tax assets and liabilities at December 31, 1998 and 1997 are comprised as follows (In Thousands): Deferred Tax Deferred Tax Assets Liabilities 1998 1997 1998 1997 Plant Related Plant Related Differences $16,230 $11,997 Differences $150,011 $154,025 Deregulation 23,301 Deregulation 11,861 Employee Benefit Refinancing Accruals 2,040 1,837 Costs 1,197 1,264 Other 4,999 5,974 Employee Benefit Accruals 2,008 1,685 Other 1,136 2,309 Total $46,570 $19,808 Total $166,213 $159,283 As of December 31, 1998 and 1997, the Company had recorded on its Consolidated Balance Sheet a regulatory liability to ratepayers of approximately $11.5 million and $15.2 million, respectively. This amount primarily represents excess deferred income taxes resulting from the reduction in the federal income tax rate and also includes deferred taxes provided on investment tax credits. Also at December 31, 1998 and 1997, a regulatory asset of approximately $40.3 million and $46.8 million, respectively, has been recorded, representing the cumulative amount of federal income taxes on temporary depreciation differences which were previously flowed through to ratepayers. (C) Capital Stock: There were no changes in the number of shares of common or preferred stock during the years ended December 31, 1998, 1997 and 1996. In January 1999, Eastern Edison retired 551,956 shares of its outstanding, $25 par value, common shares at a price of $41.67 per share. Under the terms and provisions of the issues of preferred stock of Eastern Edison, certain restrictions are placed upon the payment of dividends on common stock by Eastern Edison. At December 31, 1998, 1997 and 1996, the respective capitalization ratios were in excess of the minimum requirements which would make these restrictions effective. (D) Redeemable Preferred Stock: Eastern Edison's 6-5/8% Preferred Stock issue is entitled to an annual mandatory sinking fund sufficient to redeem 15,000 shares commencing September 1, 2003. The redemption price is $100 per share plus accrued dividends. All outstanding shares of the 6 5/8% issue will be subject to mandatory redemption on September 1, 2008 at a price of $100 per share plus accrued dividends. In the event of liquidation, the holders of Eastern Edison's 6 5/8% Preferred Stock are entitled to $100 per share plus accrued dividends. (E) Retained Earnings: Under the provisions of Eastern Edison's Indenture securing the First Mortgage and Collateral Trust Bonds, retained earnings in the amount of $100,903,949 as of December 31, 1998 were unrestricted as to the payment of cash dividends on its Common Stock. (F) Long-Term Debt: The various mortgage bond issues of Eastern Edison are collateralized by substantially all of their utility plant. In addition, Eastern Edison's bonds are collateralized by securities of Montaup, which are wholly-owned by Eastern Edison. On December 30, 1998, Montaup redeemed $55 million of debenture bonds and paid a special dividend to Eastern Edison of $19 million with proceeds received from the sale of its 50% ownership share of the Canal 2 generating station. The principal amount of Montaup securities wholly-owned by Eastern Edison at December 31, 1998 was approximately $181 million. In July, Eastern Edison used short-term borrowings to redeem $20 million of 5 7/8% and $40 million of 5 3/4%, First Mortgage and Collateral Trust Bonds at maturity. On December 30, 1998, Eastern repaid outstanding short-term borrowings with proceeds received from the redemption of Montaup securities. The Company's requirements for the maturities of long-term debt (excluding amounts that may be satisfied by available property additions) for each of the five years following 1998 are: none in 1999, 2000, and 2001, $35 million in 2002 and $48 million in 2003. The Company has no sinking fund requirements through the year 2002 and $1.5 million in 2003. (G) Lines of Credit: In July 1997, several EUA System companies, including Eastern Edison, entered into a three-year revolving credit agreement allowing for borrowings in aggregate of up to $145 million from all sources of short-term credit. As of December 31, 1998, various financial institutions have committed up to $75 million under the revolving credit facility. In addition to the $75 million available under the revolving credit facility, EUA System companies maintain short-term lines of credit with various banks totaling $90 million for an aggregate amount available of $165 million. At December 31, 1998, under the revolving credit agreement the EUA System had unused short-term lines of credit of approximately $101.4 million. Eastern Edison had zero outstanding short- term debt at December 31, 1998. In accordance with the revolving credit agreement commitment fees are required to maintain certain lines of credit. During 1998, the weighted average interest rate for short-term borrowings by the Company was 5.9%. (H) Jointly Owned Facilities: At December 31, 1998, in addition to the stock ownership interests discussed in Note A, Summary of Significant Accounting Policies - Jointly Owned Companies, Montaup had direct ownership interests in the following electric generating facilities: Accumulated Provision For Net Construc- Utility Depreciation Utility tion Percent Plant in and Plant in Work in ($ In Thousands): Owned Service Amortization Service Progress Montaup: Wyman Unit 4 1.96% $4,041 $2,388 $1,653 Seabrook Unit I 2.90% 194,169 47,277 146,892 $480 Millstone Unit 3 4.01% 178,598 65,705 112,893 347 Newport: Wyman Unit 4 0.67% 1,312 805 507 The foregoing amounts represent Montaup's interest in each facility, including nuclear fuel where appropriate, and are included on the like- captioned lines on the Consolidated Balance Sheet. At December 31, 1998, Montaup's total net investment in nuclear fuel of the Seabrook and Millstone units amounted to $2.5 million and $1.9 million, respectively. Montaup's shares of related operating and maintenance expenses with respect to units reflected in the table above are included in the corresponding operating expenses on the Consolidated Statement of Income. Montaup has entered into agreements to sell its joint ownership shares in Wyman Unit 4 and Seabrook Unit I. Closing of the Wyman sale is expected in the first quarter of 1999 and the Seabrook sale is expected to close later in 1999. Both agreements are subject to approval of various regulatory agencies. (I) Fair Value of Financial Instruments: The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate: Cash and Temporary Cash Investments: The carrying amount approximates fair value because of the short-term maturity of those instruments. Redeemable Preferred Stock and Long-Term Debt: The fair value of the Company's redeemable preferred stock and long-term debt is based on quoted market prices for such securities. The estimated fair values of the Company's financial instruments at December 31, 1998 and 1997 were as follows (In Thousands): Carrying Amount Fair Value 1998 1997 1998 1997 Cash and Temporary Cash Investments $25,952 $461 $25,952 $461 Redeemable Preferred Stock 30,000 30,000 32,625 31,613 Long-Term Debt 163,000 223,000 167,723 235,190 (J) Commitments and Contingencies: Nuclear Fuel Disposal and Nuclear Decommissioning Costs: The owners (or lead participants) of the nuclear units in which Montaup has an interest have made, or expect to make, various arrangements for the acquisition of uranium concentrate, the conversion, enrichment, fabrication and utilization of nuclear fuel and the disposition of that fuel after use. The owners (or lead participants) of United States nuclear units have entered into contracts with the Department of Energy (DOE) for disposal of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982 (NWPA). The NWPA requires (subject to various contingencies) that the federal government design, license, construct and operate a permanent repository for high level radioactive wastes and spent nuclear fuel and establish a prescribed fee for the disposal of such wastes and nuclear fuel. The NWPA specifies that the DOE provide for the disposal of such waste and spent nuclear fuel starting in 1998. Objections on environmental and other grounds have been asserted against proposals for storage as well as disposal of spent nuclear fuel. The DOE now estimates that a permanent disposal site for spent fuel will not be ready to accept fuel for storage or disposal until as late as the year 2010. In early 1998, a number of utilities filed suit in federal appeals court seeking, among other things, an order requiring the DOE to immediately establish a program for the disposal of spent nuclear fuel. On May 5, 1998, the Court of Appeals denied several motions brought in the proceeding, including several motions for injunctive relief brought by the utility petitioners. In particular, the Court denied the requests to require the DOE to immediately establish a program for the disposal of spent nuclear fuel. In late October and early November 1998, the U.S. Court of Federal Claims issued rulings with respect to Yankee Atomic, Maine Yankee, and Connecticut Yankee finding that the DOE was financially responsible for failing to accept spent nuclear fuel. These rulings clear the way for Yankee Atomic, Connecticut Yankee and Maine Yankee to pursue at trial their individual damage claims. Montaup owns a 4.01% interest in Millstone 3 and a 2.9% interest in Seabrook I. Northeast Utilities, the operator of the units, indicates that Millstone 3 has sufficient on-site storage facilities which, with rack additions, can accommodate its spent fuel for the projected life of the unit. At the Seabrook Project, there is on-site storage capacity which, with rack additions, will be sufficient to at least the year 2011. The Energy Policy Act of 1992 requires that a fund be created for the decommissioning and decontamination of the DOE uranium enrichment facilities. The fund will be financed in part by special assessments on nuclear power plants in which Montaup has an interest. These assessments are calculated based on the utilities' prior use of the government facilities and have been levied by the DOE, starting in September 1993, and will continue over 15 years. This cost is passed on to the joint owners or power buyers as an additional fuel charge on a monthly basis and is currently being recovered by Montaup through rates. Montaup has a 4.5% equity ownership in Connecticut Yankee, a nuclear generating facility which is in the process of decommissioning. Montaup's share of the total estimated costs for the permanent shutdown, decommissioning, and recovery of the investment in Connecticut Yankee is approximately $23.8 million. On August 31, 1998, a FERC law judge rejected Connecticut Yankee's filed plan to decommission the plant. The judge claimed that estimates of clean-up costs were flawed and certain restoration costs were not supported. The judge also said Connecticut Yankee could not pass on spent fuel storage costs to rate-payers. The judge recommended that Connecticut Yankee withdraw its decommissioning plan and submit a new plan which addresses the issues cited by him. FERC will review the judge's recommendations and issue a decision on this case in the coming months. If FERC concurs with the judge's recommendation, this may result in a write down of certain of Connecticut Yankee plant investments. Montaup cannot predict the ultimate outcome of FERC's review. In August 1997, as the result of an economic evaluation, the Maine Yankee Board of Directors voted to permanently close that nuclear plant. Montaup has a 4.0% equity ownership in Maine Yankee. Montaup's share of the total estimated costs for the permanent shutdown, decommissioning, and recovery of the remaining investment in Maine Yankee is approximately $31.0 million. In January 1998, FERC accepted Maine Yankee's rate filing, subject to refund, for the recovery of its costs during the decommissioning period. On January 19, 1999, Maine Yankee and the active intervening parties filed an Offer of Settlement with FERC which was supported by FERC trial staff. Upon commission approval, this agreement will constitute full settlement of issues raised in this proceeding. Also, Montaup is recovering through rates its share of estimated decommissioning costs for Millstone 3 and Seabrook I. Montaup's share of the current estimate of total costs to decommission Millstone 3 is $22.4 million in 1998 dollars, and Seabrook I is $14.4 million in 1998 dollars. These figures are based on studies performed for the lead owners of the units. Montaup also pays into decommissioning reserves pursuant to contractual arrangements with other nuclear generating facilities in which it has an equity ownership interest or life of the unit entitlement. Such expenses are currently recoverable through rates. Pensions: Eastern Edison and Montaup participate with the other EUA System companies in a non-contributory defined benefit pension plan covering substantially all of their employees (Retirement Plan). Retirement Plan benefits are based on years of service and average compensation over the four years prior to retirement. It is the EUA System's policy to fund the Retirement Plan on a current basis in amounts determined to meet the funding standards established by the Employee Retirement Income Security Act of 1974. Total pension (income) expense for the Retirement Plan, including the amount related to the 1997 voluntary retirement incentive offer, for 1998, 1997 and 1996 includes the following components ($ In Thousands): 1998 1997 1996 Service cost $1,711 $1,635 $1,641 Interest cost 5,963 5,891 5,607 Expected return on assets (9,012) (8,181) (7,580) Net amortization: Prior Service cost 458 456 455 Net actuarial (gain) (227) (106) - Transition obligation (asset) (272) (272) (272) Total periodic pension (income) expense $(1,379) $(577) $(149) Assumptions used to determine pension cost: 1998 1997 1996 Discount Rate 7.25% 7.50% 7.25% Compensation Increase Rate 4.25% 4.25% 4.25% Long-Term Return on Assets 9.50% 9.50% 9.50% The discount rate used to determine pension obligations was changed from 7.25% to 6.75% effective January 1, 1999. The projected benefit obligation, fair value of assets and funded status of the Retirement Plan cannot be presented separately for Eastern Edison and Montaup as they participate in the Retirement Plan with other subsidiaries of EUA. The voluntary retirement incentive also resulted in non-qualified pension benefits of approximately $752,000 in 1997. At December 31, 1998, approximately $416,000 is included in other liabilities for these unfunded benefits. EUA also maintains non-qualified supplemental retirement plans for certain officers and trustees of the EUA System (Supplemental Plans). Benefits provided under the Supplemental Plans are based primarily on compensation at retirement date. EUA maintains life insurance on the participants of the Supplemental Plans and policy cash values and death benefits may be available to offset EUA's obligations. For the years ended December 31, 1998, 1997 and 1996 Eastern Edison's and Montaup's expenses related to the Supplemental Plan were approximately $511,000, $805,000, and $717,000, respectively. The Company also provides a defined contribution 401(k) savings plan for substantially all employees. The Company's matching percentage of employees' voluntary contributions to the plan, amounted to approximately $343,000 in 1998, $321,000 in 1997, and $306,000 in 1996. Post-Retirement Benefits: Retired employees are entitled to participate in health care and life insurance benefit plans. Health care benefits are subject to deductibles and other limitations. Health care and life insurance benefits are partially funded by EUA System companies for all qualified employees. The total cost of Post-Retirement Benefits other than Pensions, including the Company's allocated share of EUA Service Corporation costs and the amount related to the 1997 voluntary retirement incentive offer, for 1998, 1997 and 1996 includes the following components (In Thousands): 1998 1997 1996 Service cost $608 $587 $637 Interest cost 2,738 2,701 2,688 Expected return on plan assets (990) (669) (462) Net amortization: Net actuarial (gain) (472) (513) (373) Transition obligation 1,958 1,952 1,954 Net periodic post-retirement benefit cost 3,842 4,058 4,444 Voluntary retirement incentive 102 Total post-retirement benefit costs $3,842 $4,160 $4,444 Assumptions: Discount rate 7.25% 7.50% 7.25% Health care cost trend rate - near-term 6.00% 7.00% 9.00% - long-term 5.00% 5.00% 5.00% Compensation increase rate 4.25% 4.25% 4.25% Rate of return on plan assets - union 8.50% 8.50% 8.50% - non-union 7.50% 7.50% 7.50% Reconciliation of Accumulated Post-Retirement Benefit Obligation (In Thousands) 1998 1997 Beginning of Year Benefit Obligation (January 1) $28,471 $27,623 Service Cost 292 292 Interest Cost 1,930 1,963 Participant Contributions 62 68 Actuarial Loss (Gain) 622 44 Disbursements (1,830) (1,519) End of Year Benefit Obligation (December 31) $29,547 $28,471 Reconciliation of Fair Value Assets (In Thousands) 1998 1997 Beginning of Year Fair Value of Assets (January 1) $6,991 $5,161 Actual return on plan assets 800 391 Company contributions 2,855 2,889 Participant contributions 62 68 Disbursements (1,830) (1,518) End of Year Fair Value of Assets (December 31) $8,878 $ 6,991 Reconciliation of Funded Status (In Thousands) 1998 1997 Accumulated post-retirement benefit obligation (APBO) $(29,547) $(28,471) Fair value of plan assets (FVA) 8,878 6,991 APBO (in excess of) less than FVA (Funded Status) (20,669) (21,480) Unrecognized net transition obligation (asset) 22,833 24,464 Unrecognized net actuarial loss/(gain) (8,210) (8,925) Net amount recognized $(6,046) $(5,941) Effect of 1% Change in Assumed Health Care Cost Trend Rate One-Percentage Point (In Thousands) Increase (Decrease) Effect on 1998 Service and Interest Cost Components of Net-Periodic cost 498 (397) Effect on 1998 Accumulated Post-retirement 3,640 (2,969) Benefit Obligation The discount rate used to determine post-retirement benefit obligations was changed from 7.25% to 6.75% effective January 1, 1999, and was used to calculate the funded status of Post-Retirement Benefits at December 31, 1998. Long-Term Purchased Power Contracts: The EUA System is committed under long- term purchased power contracts, expiring on various dates through September 2021, to pay demand charges whether or not energy is received. Under terms in effect at December 31, 1998, the aggregate annual minimum commitments for such contracts are approximately $111 million in 1999, $109 million in 2000, $111 million in 2001, $108 million in 2002, $101 million in 2003 and will aggregate approximately $927 million for the ensuing years. In addition, the EUA System is required to pay additional amounts depending on the actual amount of energy received under contracts in effect. The demand costs associated with these contracts are reflected as Purchased Power-Demand on the Consolidated Statements of Income. Such costs are currently recoverable through rates. Pending regulatory approval, certain power contract transfers related to the divestiture of EUA's generating assets will become effective in 1999. Upon completion of the power contract transfers, the demand charges will be reduced to $54 million in 1999, $43 million in 2000, $40 million in 2001, $42 million in 2002, $26 million in 2003, and $162 million in the ensuing years. Environmental Matters: There is an extensive body of federal and state statutes governing environmental matters, which permit, among other things, federal and state authorities to initiate legal action providing for liability, compensation, cleanup, and emergency response to the release or threatened release of hazardous substances into the environment and for the cleanup of inactive hazardous waste disposal sites which constitute substantial hazards. Because of the nature of the Eastern Edison business, various by-products and substances are produced or handled which are classified as hazardous under the rules and regulations promulgated by the United States Environmental Protection Agency (EPA) as well as state and local authorities. The Company generally provides for the disposal of such substances through licensed contractors, but these statutory provisions generally impose potential joint and several responsibility on the generators of the wastes for cleanup costs. Eastern Edison and Montaup have been notified with respect to two sites, one of which Eastern Edison may be considered an innocent downgradient landowner pursuant to Massachusetts regulations, where they are allegedly responsible for such costs. It is the policy of Eastern Edison and Montaup to notify liability insurers and to initiate claims related to such costs. However, Eastern Edison and Montaup are unable to predict whether liability, if any, will be assumed by, or can be enforced against, insurance carriers in these matters. As of December 31, 1998, Eastern Edison and Montaup have incurred minimal costs in connection with these sites. Eastern Edison and Montaup estimate that additional costs of up to $700,000 may be incurred at these sites through 1999. Estimates beyond 1999 cannot be made since site studies, which are the basis of these estimates, have not been completed. Eastern Edison and Montaup does not believe that the ultimate impact of environmental costs will be material to its financial position and thus, no loss provision is required at this time. As a general matter Eastern Edison and Montaup would seek to recover costs relating to environmental proceedings in their rates. Montaup is currently recovering certain of the incurred costs in its rates. The Clean Air Act Amendments created new regulatory programs and generally updated and strengthened air pollution control laws. These amendments expanded the regulatory role of the EPA regarding emissions from electric generating facilities and a host of other sources. EUA System generating facilities were first affected in 1995, when EPA regulations took effect for facilities owned by the EUA System. Montaup's coal-fired Somerset Unit 6 is utilizing lower sulfur content coal to meet the 1995 air standards. EUA does not anticipate the impact from the Amendments to be material to the financial position of the EUA System. In July, the EPA issued a new and more stringent rule covering ozone particulate matter which is to be followed by promulgation of more stringent ozone and particulate matter standards. The effect that such standards will have on the EUA System cannot be determined by Management at this time. Eastern Edison, Montaup, the Massachusetts Attorney General and Division of Energy Resources entered into a settlement regarding electric utility industry restructuring in Massachusetts. The settlement includes a plan for emissions reductions related to Montaup's Somerset Station Units 5 and 6. The basis for SO2 and NOx emission reductions in the proposed settlement is an allowance cap calculation. Montaup may meet its allowance caps by any combination of control technologies, fuel switching, operational changes, and/or the use of purchased or surplus allowances. The settlement was approved by FERC on December 19, 1997. In April 1992, the Northeast States for Coordinated Air Use Management (NESCAUM), an environmental advisory group for eight northeast states including Massachusetts and Rhode Island, issued recommendations for NOx controls for existing utility boilers required to meet the ozone non-attainment requirements of the Clean Air Act. The NESCAUM recommendations are more restrictive than the Clean Air Act requirements. The Massachusetts Department of Environmental Management has amended its regulations to require that Reasonably Available Control Technology (RACT) be implemented at all stationary sources potentially emitting 50 tons or more per year of Nox. Similar regulations have been issued in Rhode Island. Montaup has initiated compliance, through, among other things, selective noncatalytic reduction processes. See Note A regarding Montaup's divestiture of generation assets. A number of scientific studies in the past several years have examined the possibility of health effects from EMF that are found wherever there is electricity. While some of the studies have indicated some association between exposure to EMF and health effects, many others have indicated no direct association. Some states have enacted regulations to limit the strength of magnetic fields at the edge of transmission line rights-of-way. Rhode Island has enacted a statute which authorizes and directs the Energy Facility Siting Board to establish rules and regulations governing construction of high voltage transmission lines of 69 kv or more. Management cannot predict the ultimate outcome of the EMF issue. Guarantee of Financial Obligations: Montaup is a 3.27% equity participant in two companies which own and operate transmission facilities interconnecting New England and the Hydro Quebec system in Canada. Montaup has guaranteed approximately $4.1 million of the outstanding debt of these two companies. In addition, Montaup has a minimum rental commitment which totals approximately $11.2 million under a noncancellable transmission facilities support agreement for years subsequent to 1998. Other: Since early 1997, fourteen plaintiffs brought suits against numerous defendants, including EUA, for injuries and illness allegedly caused by exposure to asbestos over approximately a thirty-year period, at various premises, including some owned by EUA companies. The total damages claimed in all of these complaints is $34 million in compensatory and punitive damages, plus exemplary damages and interest and costs. Each complaint names between fifteen and twenty-eight defendants, including EUA. These complaints have been referred to the applicable insurance companies. Counsel has been retained by the insurers and is actively defending all cases. Four cases have been dismissed as against EUA companies. EUA cannot predict the ultimate outcome of this matter at this time. A pending class action, filed on March 2, 1998, in the Massachusetts Supreme Judicial Court naming all Massachusetts electric distribution companies, including Eastern Edison, and certain Massachusetts state agencies as defendants, seeks to invalidate certain sections of the Electric Utility Restructuring Act of 1997. The Act directs the Massachusetts Department of Telecommunications and Energy to impose mandatory charges on all electricity sold to customers, except those served by a municipal lighting plant, to fund energy efficiency activities and to promote renewable energy projects. In addition to declaratory judgment, plaintiffs seek remittance of monies paid to each distribution company by customers along with any interest earned. The outcome of this class action is unknown at this time, however Eastern Edison is vigorously defending the lawsuit. EASTERN EDISON COMPANY Quarterly Financial Information (unaudited) Consolidated Operating Operating Net Net ($ in Thousands) Revenues Income Income Earnings FOR THE QUARTERS ENDED 1998: December 31 $100,191 $11,462 $ 7,635 $7,138 September 30 101,769 10,918 6,678 6,181 June 30 97,342 9,371 5,303 4,806 March 31 108,928 14,362 10,090 9,593 FOR THE QUARTERS ENDED 1997: December 31 110,739 11,671 7,244 6,747 September 30 109,971 11,713 7,532 7,035 June 30 103,716 9,524 5,336 4,839 March 31 110,588 12,287 8,935 8,438 Basic and Diluted Earnings Per average Common Share, Dividends Paid per Common Share and Common Share Market Price information is not meaningful as Eastern Edison's Common Stock is wholly-owned by Eastern Utilities Associates. Report of Independent Accountants To the Directors and Shareholder of Eastern Edison Company and Subsidiary: In our opinion, the accompanying consolidated balance sheets and consolidated statements of capitalization present fairly, in all material respects, the financial position of Eastern Edison Company (the "Company") and its subsidiary at December 31, 1998 and 1997, and their consolidated statements of income, retained earnings and cash flows present fairly their results of operations and cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, evidences supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Boston, Massachusetts March 5, 1999 [This page left blank intentionally] [This page left blank intentionally]