ANNUAL REPORT 1994 MASSACHUSETTS ELECTRIC COMPANY A Subsidiary of New England Electric System [LOGO] Massachusetts Electric A New England Electric System company MASSACHUSETTS ELECTRIC COMPANY 25 Research Drive Westborough, Massachusetts 01582 Directors (As of December 31, 1994) Urville J. Beaumont Patricia McGovern Treasurer and Director, Beaumont Of Counsel, Goulston and Storrs, P.C., and Campbell, P.A. (Attorneys), Boston, Massachusetts Salem, New Hampshire John F. Reilly Joan T. Bok President and Chief Executive Officer Chairman of the Board of New of Fred C. Church, Inc., Lowell, England Electric System Massachusetts Sally L. Collins John W. Rowe Director--Workplace Health Services, President and Chief Executive Officer Greenfield, Massachusetts of New England Electric System John H. Dickson Richard P. Sergel President and Chief Executive Chairman of the Company and Vice Officer of the Company President of New England Electric System Charles B. Housen Chairman and President, Erving Richard M. Shribman Industries, Erving, Massachusetts Treasurer, Norick Realty Corporation, Salem, Massachusetts Dr. Kathryn A. McCarthy Research Professor of Physics, Roslyn M. Watson Tufts University, Medford, President, Watson Ventures, Boston, Massachusetts Massachusetts Officers (As of December 31, 1994) Richard P. Sergel Anthony C. Pini Chairman of the Company and Vice President Vice President of New England Electric System Nancy H. Sala Vice President John H. Dickson President and Chief Executive Dennis E. Snay Officer Vice President David L. Holt Michael E. Jesanis Executive Vice President Treasurer of the Company and of New England Electric System John C. Amoroso Vice President Robert King Wulff Clerk of the Company and of certain Peter H. Gibson affiliates Vice President Howard W. McDowell Gregory A. Hale Controller and Assistant Treasurer of Vice President the Company and Controller of certain affiliates Cheryl A. LaFleur Vice President Frederic E. Greenman Assistant Clerk and General Counsel of Robert H. McLaren the Company and Senior Vice President, Vice President General Counsel, and Secretary of New England Electric System Charles H. Moser Vice President Lydia M. Pastuszek Vice President of the Company and President of an affiliate Transfer Agent, Dividend Paying Agent, and Registrar of Preferred Stock State Street Bank and Trust Company, Boston, Massachusetts This report is not to be considered an offer to sell or buy or solicitation of an offer to sell or buy any security. MASSACHUSETTS ELECTRIC COMPANY Massachusetts Electric Company is a wholly-owned subsidiary of New England Electric System operating in Massachusetts. The Company's business is the distribution and sale of electricity at retail. Electric service is provided to approximately 940,000 customers in 149 cities and towns having a population of about 2,160,000 (1990 Census). The Company's service area covers approximately 43 percent of Massachusetts. The cities and towns served by the Company include the highly diversified commercial and industrial cities of Worcester, Lowell, and Quincy, the Interstate 495 high technology belt, suburban communities, and many rural towns. The principal industries served include computer manufacturing and related businesses, electrical and industrial machinery, plastic goods, fabricated metals and paper, and chemical products. In addition, a broad range of professional, banking, medical, and educational institutions is served. The properties of the Company consist principally of substations and distribution lines interconnected with transmission and other facilities of New England Power Company (NEP), an affiliate. The Company buys its electric energy requirements from NEP under a contract which obligates NEP to furnish such requirements at its standard resale rate. The Company participates through NEP in the New England Power Pool, which provides for the coordination of the planning and operation of the generation and transmission facilities in New England, and the region-wide central dispatch of generation. Report of Independent Accountants Massachusetts Electric Company, Westborough, Massachusetts: We have audited the accompanying balance sheets of Massachusetts Electric Company (the Company), a wholly-owned subsidiary of New England Electric System, as of December 31, 1994 and 1993 and the related statements of income, retained earnings, and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. Boston, Massachusetts COOPERS & LYBRAND L.L.P. February 27, 1995 MASSACHUSETTS ELECTRIC COMPANY Financial Review Overview Net income for 1994 increased by $11 million compared with 1993. The increase was primarily due to the inclusion in 1993 of one-time charges associated with an early retirement program and the establishment of additional gas waste reserves. In addition, the increase in 1994 earnings reflects increased kilowatthour (KWH) sales. These factors were partially offset by increased operation and maintenance expenses excluding the effect of the one-time charges discussed above. Net income decreased in 1993 by $11 million compared with 1992 primarily due to the 1993 one-time charges mentioned above. The Company also experienced an increase in purchased power expense due to increased peak-demand billings. This decrease was partially offset by a $45.6 million October 1992 rate increase, the effects of a 1993 rate agreement, and an increase in KWH sales billed to ultimate customers. Rate Activity On March 15, 1995, the Company filed a request with the Massachusetts Department of Public Utilities (MDPU) to increase its base rates by $62 million, effective October 1, 1995. As an alternative to this proposed increase, the Company filed an incentive rate plan which would increase rates by about $30 million effective October 1, 1995. Under the proposed incentive rate plan, subsequent base rate adjustments could occur annually on May 1 and would be based on a comparison of the Company's rates to rates of all electric utilities in Massachusetts. The Company is the first electric utility in the state to file under the MDPU's incentive ratemaking guidelines issued in February 1995. The Company also proposed a new discount program for large industrial customers that are willing to make a minimum annual usage commitment for a period of five years. The discounts would range from 5 percent to 12.5 percent of base rates depending on a customer's level of commitment. The Company expects an MDPU decision on its filing in late September 1995. In 1993, the MDPU approved a rate agreement filed by the Company, the Massachusetts Attorney General, and two groups of large commercial and industrial customers. Under the agreement, effective December 1, 1993, the Company implemented an 11 month general rate decrease of $26 million (annual basis). This rate reduction continued in effect through October 31, 1994, at which time rates increased to the previously approved levels. The Company also agreed not to further increase its base rates before October 1, 1995. The agreement also provided for the recognition of unbilled revenues for accounting purposes. Unbilled revenues at September 30, 1993 of approximately $35 million were amortized to income over 13 months commencing December 1993. The agreement further provided for rate discounts for large commercial and industrial customers who signed agreements to give a five-year notice to the Company before they purchase power from another supplier or generate any additional power themselves. The notice provision may be reduced from five to three years under certain conditions. The aggregate amount of these service extension discounts was $4 million during 1994 but will increase in 1995 to approximately $10 million per year under the terms of the agreement. Customers representing approximately 88 percent of revenue from currently eligible large commercial and industrial customers have signed these agreements. The discounts are currently available to customers with average monthly peak demands over 500 kilowatts. However, as part of its March 1995 rate filing with the MDPU, the Company proposed expanding this program to customers with average monthly peak demands over 200 kilowatts. In addition, commencing in 1995 the cost of these discounts is being passed on to New England Power Company (NEP), the Company's affiliated wholesale power supplier. This is the result of a NEP rate settlement that was approved by the Federal Energy Regulatory Commission (FERC) in early 1995. The 1993 agreement also resolved all rate recovery issues associated with environmental remediation costs of Massachusetts manufactured gas waste sites formerly owned by the Company and its affiliates, as well as certain other environmental cleanup costs (see "Hazardous Waste" section). Lastly, the agreement provided for the rate recovery of $8 million of certain storm restoration and other costs previously charged to expense. The deferral of these expenses increased 1993 fourth quarter earnings. Effective October 1992, the MDPU authorized a $45.6 million annual increase in rates for the Company. Demand-Side Management The Company regularly files its demand-side management (DSM) programs with the MDPU and has received approval to recover DSM program expenditures in rates on a current basis. These expenditures were $59 million, $47 million, and $44 million in 1994, 1993, and 1992, respectively. Since 1990, the Company has been allowed to earn incentives based on the results of its DSM programs. The Company must be able to demonstrate the electricity savings produced by its DSM programs to the MDPU before incentives are recorded. The Company recorded before-tax incentives of $7.1 million, $6.7 million, and $8.6 million in 1994, 1993, and 1992, respectively. The Company has received regulatory orders that will give it the opportunity to continue to earn incentives based on 1995 DSM program results. Operating Revenue The following table summarizes the changes in operating revenue: Increase (Decrease) in Operating Revenue ---------------------------------------- (In Millions) 1994 1993 - ------------- ---- ---- Sales growth $ 12 $10 General rate changes (22) 33 Unbilled revenues 21 11 Purchased power cost adjustment (PPCA) mechanism 7 (6) DSM recovery 12 2 Fuel recovery (16) 6 ---- ---- $ 14 $56 ==== ==== KWH sales increased by 1.8 percent in 1994 compared with a 0.9 percent increase in 1993. The increase in KWH sales in 1994 reflects an improved economy. The Company's rates contain a fuel clause and a PPCA provision. These mechanisms are designed to allow the Company to pass on to its customers changes in purchased energy costs resulting from rate increases or decreases by NEP, the Company's affiliated wholesale power supplier. General rate changes in 1994 reflect an 11 month rate decrease which went into effect on December 1, 1993. The agreement also provided for the recognition of unbilled revenues. For a further discussion, see the "Rate Activity" section. General rate changes in 1993 reflect general rate increases which went into effect in October 1992. Operating Expenses The following table summarizes the changes in total operating expenses discussed below: Increase (Decrease) in Operating Expenses ----------------------------------------- (In Millions) 1994 1993 - ------------ ---- ---- Purchased electric energy: Fuel costs $(16) $ 6 NEP refunds 4 1 Purchases and demand charges from NEP 4 9 Other operation and maintenance: DSM 11 4 Other (17) 48 Depreciation 2 2 Taxes 13 (5) ---- ---- $ 1 $65 ==== ==== The changes in fuel costs in 1994 and 1993 are the result of changes in the amount of New England Energy Incorporated (NEEI) costs passed through by NEP. NEEI is an affiliated company involved in oil and gas exploration and development. The 1994 decrease also reflects a reduction in the fuel component of NEP's purchased electric energy costs. In addition, the increase in fuel costs in 1993 reflects increased KWH purchases. The changes in other operation and maintenance expense in 1994 and 1993 are primarily the result of 1993 one-time charges of $26 million for the establishment of additional gas waste reserves and $13 million associated with an early retirement program, partially offset by the effects in the fourth quarter of 1993 of the Company's rate agreement which allowed recovery of amounts previously charged to expense (see "Rate Activity" section). Other operation and maintenance expense in 1994 and 1993 also included increased computer system development costs, increased postretirement benefit expenses, and general increases in other areas. The increase in 1993 also included increased uninsured claims and increased costs associated with the adoption of a new accounting standard for postemployment benefits. The increase in taxes in 1994 was primarily due to increased income and increased municipal property tax accruals. Hazardous Waste The Federal Comprehensive Environmental Response, Compensation and Liability Act, more commonly known as the "Superfund" law, imposes strict, joint and several liability, regardless of fault, for remediation of property contaminated with hazardous substances. A number of states, including Massachusetts, have enacted similar laws. The electric utility industry typically utilizes and/or generates in its operations a range of potentially hazardous products and by-products. New England Electric System (NEES) subsidiaries currently have in place an environmental audit program intended to enhance compliance with existing federal, state, and local requirements regarding the handling of potentially hazardous products and by-products. The Company has been named as a potentially responsible party (PRP) by either the U.S. Environmental Protection Agency or the Massachusetts Department of Environmental Protection for 17 sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against the Company regarding hazardous waste cleanup. The most prevalent types of hazardous waste sites with which the Company has been associated are manufactured gas locations. The Company is aware of approximately 35 such locations in Massachusetts (including seven of the 17 locations for which the Company is a PRP). The Company is currently aware of other sites, and may in the future become aware of additional sites, that it may be held responsible for remediating. In 1993, the MDPU approved a rate agreement filed by the Company (see "Rate Activity" section) that allows for remediation costs of former manufactured gas sites and certain other hazardous waste sites located in Massachusetts to be met from a non-rate recoverable interest-bearing fund of $30 million established on the Company's books. Rate recoverable contributions of $3 million, adjusted for inflation, are added to the fund annually in accordance with the agreement. Any shortfalls in the fund would be paid by the Company and be recovered through rates over seven years. Predicting the potential costs to investigate and remediate hazardous waste sites continues to be difficult. There are also significant uncertainties as to the portion, if any, of the investigation and remediation costs of any particular hazardous waste site that may ultimately be borne by the Company. Where appropriate, the Company intends to seek recovery from its insurers and from other PRPs, but it is uncertain whether and to what extent such efforts would be successful. At December 31, 1994, the Company had total reserves for environmental response costs of $35 million and a related regulatory asset of $9 million. The Company believes that hazardous waste liabilities for all sites of which it is aware, and which are not covered by a rate agreement, will not be material to its financial position. Electric and Magnetic Fields (EMF) In recent years, concerns have been raised about whether EMF, which occur near transmission and distribution lines as well as near household wiring and appliances, cause or contribute to adverse health effects. Numerous studies on the effects of these fields, some of them sponsored by electric utilities (including NEES companies), have been conducted and are continuing. Some of the studies have suggested associations between certain EMF and health effects, including various types of cancer, while other studies have not substantiated such associations. It is impossible to predict the ultimate impact on the Company and the electric utility industry if further investigations were to demonstrate that the present electricity delivery system is contributing to increased risk of cancer or other health problems. Many utilities, including the NEES companies, have been contacted by customers regarding a potential relationship between EMF and adverse health effects. To date, no court in the United States has ruled that EMF from electrical facilities cause adverse health effects and no utility has been found liable for personal injuries alleged to have been caused by EMF. In any event, the Company believes that it currently has adequate insurance coverage for personal injury claims. Several state courts have recognized a cause of action for damage to property values in transmission line condemnation cases based on the fear that power lines cause cancer. It is difficult to predict what the impact on the Company would be if this cause of action is recognized in Massachusetts and in contexts other than condemnation cases. Legislation has been introduced in Massachusetts that, if passed, would require state agencies to study existing EMF-related research and make recommendations for further legislation. Competitive Conditions The electric utility business is being subjected to increasing competitive pressures, stemming from a combination of trends, including increasing electric rates, improved technologies, and new regulations and legislation intended to foster competition. To date, this competition has been most prominent in the bulk power market in which non-utility generating sources have noticeably increased their market share. For example, since non-utilities were allowed to enter the wholesale generation market, two-thirds of NEP's new generating capability has come from independent generating sources and Hydro-Quebec. Electric utilities are also facing increased competition in the retail market. Currently, retail competition includes competition with alternative fuel suppliers (including natural gas companies) for heating and cooling, competition with customer-owned generation to displace purchases from electric utilities, and direct competition among electric utilities to attract major new facilities to their service territories. Electric utilities, including the Company, are under increasing pressure from large commercial and industrial customers to discount rates or face the possibility that such customers might relocate or seek alternate suppliers. Across the country, including Massachusetts and the other states in which the Company's affiliates operate, there have been an increasing number of proposals to allow retail customers to choose their electricity supplier, with utilities required to deliver that electricity over their transmission and distribution systems. The Massachusetts Division of Energy Resources (DOER) proposed in January 1995 that the MDPU modify its regulations to allow retail utility customers to choose a supplier and bid for access to the local utility's transmission and distribution systems in situations where new generating capacity is needed. The NEES companies have indicated their support for the DOER proposal. The Company has announced plans to propose a limited bidding experiment consistent with the DOER proposal. In addition, the MDPU initiated a proceeding in February 1995 regarding electric industry regulation and structure. In Rhode Island, the Rhode Island Public Utilities Commission has convened a task force of utilities, commercial and industrial customers, regulators, and other interested parties to prepare a report by May 1995 regarding restructuring the industry. In New Hampshire, the New Hampshire Public Utilities Commission is considering the proposal of a new company to sell electricity at retail to large customers in New Hampshire. The impact of increased customer choice on the financial condition of utilities is uncertain. In recent years, substantial surplus generating capacity in the Northeast has resulted in the sale of bulk power by utilities to other utilities at prices substantially below the total costs of owning and operating, or contracting for, such generating capacity. Should retail customers gain access to the bulk power market, particularly while surplus capacity exists, it is unlikely that utilities would be able to charge power prices which fully cover their costs. Such unrecovered costs, which could be substantial, have been referred to by the industry as stranded costs. Whether and to what extent utilities should be able to recover stranded costs resulting from increased customer choice has been the subject of much debate. In 1994, the FERC issued a notice of proposed rule-making on the recovery of stranded costs. The NEES companies and other utilities have taken the position that when a regulatory body changes policies which govern customer choice and the resultant rates paid by customers, utilities must be compensated for commitments made under the former policies. Furthermore, the utility industry believes that recovery of stranded costs is necessary to promote efficient competition among market participants. Previously, the FERC ruled in 1992, in a proceeding not involving NEES subsidiaries, that a utility may recover such stranded costs from a departing wholesale requirements customer. On appeal, the United States Court of Appeals for the District of Columbia Circuit has questioned whether allowing utilities to recover stranded costs is anti-competitive and the Court remanded the case back to the FERC for further proceedings and development of the competitive issues. In addition to the arguments described above, the NEES companies have taken the position that, because utility transmission and distribution assets have a replacement value in excess of their historic costs (on which utility rates are set), utilities should have the ability to recover stranded generation-related costs by realizing the higher value of transmission and distribution assets. The NEES companies have stated their willingness, in order to assure stranded cost recovery and promote increased competition, to consider divesting their transmission system, either through sale or spinoff. The NEES companies are actively responding to current and anticipated competitive pressures in a variety of ways, including cost control and a 1993 corporate reorganization into separate retail and wholesale business units. The retail business unit, which includes the Company, is responding to competition through the development of an EnergyFIT program, which offers comprehensive value-added services for large business customers, intensified business development efforts, including economic development rates and service packages to encourage businesses to locate in the Company's service territory, and development of new pricing and service options for customers. Additionally, customers representing approximately 88 percent of the Company's currently eligible revenues have signed service extension discount contracts providing for discounts in exchange for agreements requiring three to five years notice before they may change electricity suppliers (see "Rate Activity" section). As part of their long-term planning process, the NEES companies are from time to time evaluating other strategies, such as business combinations and other forms of restructuring, to better respond to the changing competitive environment. Since the largest component of the Company's costs is represented by the cost of power purchased from NEP, its competitive position is affected by NEP's ability to control costs. NEP is controlling costs and positioning itself for increased competition by freezing base rates until at least 1997 (wholesale base rates were last raised in March 1992), terminating certain purchased power and gas pipeline contracts, shutting down uneconomic generating stations, and accelerating the recovery of uneconomic assets and other deferred costs. In addition, NEP's wholesale tariff requires its wholesale customers, including the Company and NEES's other retail subsidiaries, to provide seven years notice before they may terminate the tariff. Electric utility rates are generally based on a utility's costs. As a result, electric utilities are subject to certain accounting standards that are not applicable to other business enterprises in general. These accounting rules require regulated entities, in appropriate circumstances, to establish regulatory assets and liabilities, which defer the income statement impact of certain costs that are expected to be recovered in future rates. The effects of competition could ultimately cause the operations of the Company, or a portion thereof, to cease meeting the criteria for application of these accounting rules. In such an event, accounting standards applicable to enterprises in general would apply and immediate write-off of any previously deferred costs (regulatory assets) would be necessary in the year in which these criteria were no longer applicable. In addition, if, because of competition, utilities are unable to recover all of their costs in rates, it may be necessary to write off those costs that are not recoverable. Utility Plant Expenditures and Financings Cash expenditures for utility plant totaled $94 million in 1994. The funds necessary for utility plant expenditures during 1994 were primarily provided by net cash from operating activities, after the payment of dividends, and long-term and short-term debt issues. Cash expenditures for utility plant for 1995 are estimated to be approximately $105 million. Internally generated funds are expected to meet approximately 65 percent of capital expenditure requirements in 1995. In 1994, the Company issued $36 million of first mortgage bonds, bearing interest rates ranging from 7.05 percent to 8.85 percent. The Company has issued $48 million of long-term debt to date in 1995 at interest rates ranging from 7.79 percent to 8.46 percent, and plans to issue an additional $42 million of long-term debt later in 1995 to meet maturing long-term debt obligations and fund capital expenditures. At December 31, 1994, the Company had $82 million of short-term debt outstanding including $73 million in the form of commercial paper borrowings and $9 million of borrowings from affiliates. As of December 31, 1994, the Company had lines of credit with banks totaling $90 million which are available to provide liquidity support for commercial paper borrowings and other corporate purposes. There were no borrowings under these lines of credit at December 31, 1994. March 20, 1995 MASSACHUSETTS ELECTRIC COMPANY Statements of Income Year Ended December 31, (In Thousands) ------------------------------------ 1994 1993 1992 ---- ---- ---- Operating revenue $1,482,070 $1,468,540 $1,412,948 ---------- ---------- ---------- Operating expenses: Purchased electric energy, principally from New England Power Company, an affiliate 1,074,402 1,081,918 1,065,189 Other operation 215,794 229,438 171,326 Maintenance 35,502 28,168 34,166 Depreciation 42,775 40,848 39,200 Taxes, other than income taxes 28,664 26,527 23,041 Income taxes 22,265 11,055 19,915 ---------- ---------- ---------- Total operating expenses 1,419,402 1,417,954 1,352,837 ---------- ---------- ---------- Operating income 62,668 50,586 60,111 Other income (expense) - net, including related taxes (995) (64) 147 ---------- ---------- ---------- Operating and other income 61,673 50,522 60,258 ---------- ---------- ---------- Interest: Interest on long-term debt 20,967 23,403 21,910 Other interest 6,366 3,638 3,657 Allowance for borrowed funds used during construction - credit (386) (298) (214) ---------- ---------- ---------- Total interest 26,947 26,743 25,353 ---------- ---------- ---------- Net income $ 34,726 $ 23,779 $ 34,905 ========== ========== ========== Statements of Retained Earnings Year Ended December 31, (In Thousands) ------------------------------------ 1994 1993 1992 ---- ---- ---- Retained earnings at beginning of year $ 135,276 $ 134,670 $ 125,976 Net income 34,726 23,779 34,905 Dividends declared on cumulative preferred stock (3,114) (3,772) (3,428) Dividends declared on common stock, $12.50, $7.75, and $9.50 per share, respectively (29,977) (18,585) (22,783) Premium on redemption of preferred stock (816) ---------- ---------- ---------- Retained earnings at end of year $ 136,911 $ 135,276 $ 134,670 ========== ========== ========== The accompanying notes are an integral part of these financial statements. MASSACHUSETTS ELECTRIC COMPANY Balance Sheets At December 31, (In Thousands) ------------------------ 1994 1993 ---- ---- Assets Utility plant, at original cost $1,346,824 $1,279,194 Less accumulated provisions for depreciation 373,501 352,467 ---------- ---------- 973,323 926,727 Construction work in progress 22,672 18,558 ---------- ---------- Net utility plant 995,995 945,285 ---------- ---------- Current assets: Cash 1,225 773 Accounts receivable: From sales of electric energy 137,431 142,532 Other (including $6,609,000 and $3,517,000 from affiliates) 36,022 22,881 Less reserves for doubtful accounts 10,394 10,534 ---------- ---------- 163,059 154,879 Unbilled revenues (Note A-2) 42,800 43,400 Materials and supplies, at average cost 11,524 10,601 Prepaid and other current assets 21,583 19,990 ---------- ---------- Total current assets 240,191 229,643 ---------- ---------- Deferred charges and other assets (Note A-6) 59,536 57,376 ---------- ---------- $1,295,722 $1,232,304 ========== ========== Capitalization and Liabilities Capitalization: Common stock, par value $25 per share, authorized and outstanding 2,398,111 shares $ 59,953 $ 59,953 Premiums on capital stocks 45,862 45,862 Other paid-in capital 141,310 141,310 Retained earnings 136,911 135,276 ---------- ---------- Total common equity 384,036 382,401 Cumulative preferred stock (Note G) 50,000 50,000 Long-term debt 265,631 264,719 ---------- ---------- Total capitalization 699,667 697,120 ---------- ---------- Current liabilities: Long-term debt due in one year 35,000 Short-term debt (including $8,650,000 and $8,350,000 to affiliates) 81,820 37,925 Accounts payable (including $157,076,000 and $160,852,000 to affiliates) 182,102 178,117 Accrued liabilities: Taxes 906 1,133 Interest 7,945 6,784 Other accrued expenses (Note A-7) 27,132 69,823 Customer deposits 4,985 5,907 Dividends payable 13,968 5,575 ---------- ---------- Total current liabilities 353,858 305,264 ---------- ---------- Deferred federal and state income taxes 176,913 146,414 Unamortized investment tax credits 18,816 20,044 Other reserves and deferred credits 46,468 63,462 Commitments and contingencies (Note C) ---------- ---------- $1,295,722 $1,232,304 ========== ========== The accompanying notes are an integral part of these financial statements. MASSACHUSETTS ELECTRIC COMPANY Statements of Cash Flows Year Ended December 31, (In Thousands) ------------------------------------ 1994 1993 1992 ---- ---- ---- Operating activities: Net income $ 34,726 $ 23,779 $ 34,905 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 42,775 40,848 39,200 Deferred income taxes and investment tax credits - net 28,909 3,126 15,252 Allowance for borrowed funds used during construction (386) (298) (214) Amortization of unbilled revenues (32,300) (2,700) Early retirement program 7,665 Decrease (increase) in accounts receivable, net and unbilled revenues (7,580) (46,434) (20,266) Decrease (increase) in materials and supplies (923) (682) 221 Decrease (increase) in prepaid and other current assets (1,593) 6,229 (24,806) Increase (decrease) in accounts payable 3,985 (9,112) 5,678 Increase (decrease) in other current liabilities (10,379) 32,507 2,804 Other, net (12,982) 14,723 (1,692) -------- -------- -------- Net cash provided by operating activities $ 44,252 $ 69,651 $ 51,082 -------- -------- -------- Investing activities: Plant expenditures, excluding allowance for funds used during construction $(94,105) $(80,473) $(80,547) Other investing activities (4,892) -------- -------- -------- Net cash used in investing activities $(98,997) $(80,473) $(80,547) -------- -------- -------- Financing activities: Capital contributions from parent $ 50,572 $ 10,000 Dividends paid on common stock $(21,584) (19,185) (18,586) Dividends paid on preferred stock (3,114) (3,850) (3,428) Changes in short-term debt 43,895 (7,775) 31,150 Long-term debt - issues 36,000 116,000 150,000 Long-term debt- retirements (117,000) (138,000) Preferred stock - issues 35,000 Preferred stock - retirements (35,000) Premium on reacquisition of long-term debt (7,089) (2,197) Premium on redemption of preferred stock (816) -------- -------- -------- Net cash provided by financing activities $ 55,197 $ 10,857 $ 28,939 -------- -------- -------- Net increase (decrease) in cash and cash equivalents $ 452 $ 35 $ (526) Cash and cash equivalents at beginning of year 773 738 1,264 -------- -------- -------- Cash and cash equivalents at end of year $ 1,225 $ 773 $ 738 ======== ======== ======== Supplementary Information: Interest paid less amounts capitalized $ 24,562 $ 25,220 $ 23,928 -------- -------- -------- Federal and state income taxes paid $ 1,645 $ 12,090 $ 11,521 -------- -------- -------- The accompanying notes are an integral part of these financial statements. MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements Note A - Significant Accounting Policies - ---------------------------------------- 1. System of Accounts: The accounts of the Company are maintained in accordance with the Uniform System of Accounts prescribed by regulatory bodies having jurisdiction. 2. Revenue: Under a 1993 rate agreement, the Company began recognizing, for accounting purposes, revenues for electricity delivered but not yet billed (unbilled revenues). At December 31, 1993, the Company recorded on its balance sheet approximately $43 million of unbilled revenues, of which $11 million was recognized in income in the fourth quarter of 1993 pursuant to this rate agreement, with the balance recognized in 1994. Other accrued revenues are recorded in accordance with rate adjustment mechanisms. 3. Allowance for Funds Used During Construction (AFDC): The Company capitalizes AFDC as part of construction costs. AFDC represents an allowance for the cost of funds used to finance construction. AFDC is capitalized in "Utility plant" with offsetting non-cash credits to "Interest". This method is in accordance with an established rate-making practice under which a utility is permitted a return on, and the recovery of, prudently incurred capital costs through their ultimate inclusion in rate base and in the provision for depreciation. The composite AFDC rates were 4.8 percent, 3.5 percent, and 3.9 percent, in 1994, 1993, and 1992, respectively. 4. Depreciation: Depreciation is provided annually on a straight-line basis. The provisions for depreciation as a percentage of weighted average depreciable property were 3.3 percent in 1994, 1993, and 1992. 5. Cash: The Company classifies short-term investments with a remaining maturity of 90 days or less as cash. Current banking arrangements do not require outstanding checks to be funded until actually presented for payment. Outstanding checks are therefore recorded in accounts payable until such time as the banks present them for payment. MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note A - Significant Accounting Policies (continued) - ---------------------------------------- 6. Deferred Charges and Other Assets: The components of deferred charges and other assets are as follows: At December 31, (In Thousands) --------------------- 1994 1993 ---- ---- Regulatory assets: Deferred SFAS No. 106 costs (see Note D-2) $16,079 $ 9,663 Environmental response costs (see Note C-2) 9,417 15,002 Unamortized losses on reacquired debt 8,848 9,843 Deferred SFAS No. 109 costs (see Note B) 8,445 8,083 Deferred storm costs 6,545 9,652 Other 1,764 2,212 ------- ------- 51,098 54,455 Other deferred charges and other assets: Non-utility property 5,344 1,697 Other 3,094 1,224 ------- ------- $59,536 $57,376 ======= ======= Electric utility rates are generally based on a utility's costs. As a result, electric utilities are subject to certain accounting standards that are not applicable to other business enterprises in general. These accounting rules require regulated entities, in appropriate circumstances, to establish regulatory assets and liabilities, which defer the income statement impact of certain costs that are expected to be recovered in future rates. The effects of competition could ultimately cause the operations of the Company, or a portion thereof, to cease meeting the criteria for application of these accounting rules. In such an event, accounting standards applicable to enterprises in general would apply and immediate write-off of any previously deferred costs (regulatory assets) would be necessary in the year in which these criteria were no longer applicable. Approximately $25 million of the regulatory assets at December 31, 1994 listed above are expected to be recovered within 10 years. All of the remainder will be fully recovered within the next 20 years with the exception of the Deferred SFAS No. 109 costs which will take longer to recover. 7. Other Accrued Expenses: The components of other accrued expenses are as follows: At December 31, (In Thousands) --------------------- 1994 1993 ---- ---- Rate adjustment mechanisms $15,087 $21,560 Deferred unbilled revenues 32,300 Accrued wages and benefits 9,969 13,094 Other 2,076 2,869 ------- ------- $27,132 $69,823 ======= ======= MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note B - Income Taxes - --------------------- The Company and other subsidiaries participate with New England Electric System (NEES) in filing consolidated federal income tax returns. The Company's income tax provision is calculated on a separate return basis. Federal income tax returns have been examined and reported on by the Internal Revenue Service through 1991. Total income taxes in the statements of income are as follows: Year Ended December 31, (In Thousands) --------------------------- 1994 1993 1992 ---- ---- ---- Income taxes charged to operations $22,265 $11,055 $19,915 Income taxes charged (credited) to "Other income" (642) 101 143 ------- ------- ------- Total income taxes $21,623 $11,156 $20,058 ======= ======= ======= Total income taxes, as shown above, consist of the following components: Year Ended December 31, (In Thousands) --------------------------- 1994 1993 1992 ---- ---- ---- Current income taxes $(7,286) $ 8,030 $ 4,806 Deferred income taxes 30,137 4,354 16,480 Investment tax credits--net (1,228) (1,228) (1,228) ------- ------- ------- Total income taxes $21,623 $11,156 $20,058 ======= ======= ======= Total income taxes, as shown above, consist of federal and state components as follows: Year Ended December 31, (In Thousands) --------------------------- 1994 1993 1992 ---- ---- ---- Federal income taxes $16,942 $ 7,808 $16,200 State income taxes 4,681 3,348 3,858 ------- ------- ------- Total income taxes $21,623 $11,156 $20,058 ======= ======= ======= Investment tax credits are deferred and amortized over the estimated lives of the property giving rise to the credits. Since the Tax Reform Act of 1986 generally eliminated investment tax credits, the amounts shown above principally reflect the amortization of investment tax credits generated in prior years. Consistent with rate-making policies of the Massachusetts Department of Public Utilities (MDPU), the Company has adopted comprehensive interperiod tax allocation (normalization) for temporary book/tax differences. MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note B - Income Taxes (continued) - --------------------- Total income taxes differ from the amounts computed by applying the federal statutory tax rates to income before taxes. The reasons for the differences are as follows: Year Ended December 31, (In Thousands) --------------------------- 1994 1993 1992 ---- ---- ---- Computed tax at statutory rate $19,722 $12,227 $18,687 Increases (reductions) in tax resulting from: Amortization of investment tax credits (1,228) (1,228) (1,228) Adjustment of prior year tax accruals (110) (2,528) State income taxes, net of federal income tax benefit 3,043 2,459 2,546 All other differences 196 226 53 ------- ------- ------- Total income taxes $21,623 $11,156 $20,058 ======= ======= ======= The Financial Accounting Standards Board established Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes" which became effective in 1993. The application of this new standard did not have a significant impact on 1993 or 1994 net income. The following table identifies the major components of total deferred income taxes: At December 31, (In Millions) --------------------- 1994 1993 ---- ---- Deferred tax asset: Plant related $ 8 $ 11 Investment tax credits 8 8 All other 45 59 ----- ----- 61 78 ----- ----- Deferred tax liability: Plant related (201) (191) All other (37) (33) ----- ----- (238) (224) ----- ----- Net deferred tax liability $(177) $(146) ===== ===== There were no valuation allowances for deferred tax assets deemed necessary. The deferred taxes resulting from timing differences which appeared on the income statement in 1992 (prior to the adoption of SFAS No. 109 in 1993) primarily included deferred income taxes of $8 million related to utility plant and $8 million in connection with postretirement benefits other than pensions (PBOPs). MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note C - Commitments and Contingencies - -------------------------------------- 1. Plant Expenditures: The Company's utility plant expenditures are estimated to be approximately $105 million in 1995. At December 31, 1994, substantial commitments had been made relative to future planned expenditures. 2. Hazardous Waste: The Federal Comprehensive Environmental Response, Compensation and Liability Act, more commonly known as the "Superfund" law, imposes strict, joint and several liability, regardless of fault, for remediation of property contaminated with hazardous substances. A number of states, including Massachusetts, have enacted similar laws. The electric utility industry typically utilizes and/or generates in its operations a range of potentially hazardous products and by-products. NEES subsidiaries currently have in place an environmental audit program intended to enhance compliance with existing federal, state, and local requirements regarding the handling of potentially hazardous products and by-products. The Company has been named as a potentially responsible party (PRP) by either the U.S. Environmental Protection Agency or the Massachusetts Department of Environmental Protection for 17 sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against the Company regarding hazardous waste cleanup. The most prevalent types of hazardous waste sites with which the Company has been associated are manufactured gas locations. The Company is aware of approximately 35 such locations in Massachusetts (including seven of the 17 locations for which the Company is a PRP). The Company is currently aware of other sites, and may in the future become aware of additional sites, that it may be held responsible for remediating. In 1993, the MDPU approved a rate agreement filed by the Company that allows for remediation costs of former manufactured gas sites and certain other hazardous waste sites located in Massachusetts to be met from a non-rate recoverable interest-bearing fund of $30 million established on the Company's books composed of previously recorded reserves of $21 million plus $9 million of additional reserves recorded in the fourth quarter of 1993. Rate recoverable contributions of $3 million, adjusted for inflation, are added to the fund annually in accordance with the agreement. Any shortfalls in the fund would be paid by the Company and be recovered through rates over seven years. Predicting the potential costs to investigate and remediate hazardous waste sites continues to be difficult. There are also significant uncertainties as to the portion, if any, of the investigation and remediation costs of any particular hazardous waste site that may ultimately be borne by the Company. Where appropriate, the Company intends to seek recovery from its insurers and from other PRPs, but it is uncertain whether and to what extent such efforts would be successful. At December 31, 1994, the Company had total reserves for environmental response costs of $35 million and a related regulatory asset of $9 million. The Company believes that hazardous waste liabilities for all sites of which it is aware, and which are not covered by a rate agreement, will not be material to its financial position. MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note D - Employee Benefits - -------------------------- 1. Pension Plans: Employee Benefits The Company participates with other subsidiaries of NEES in noncontributory defined-benefit plans covering substantially all employees of the Company. The plans provide pension benefits based on the employee's compensation during the five years before retirement. The Company's funding policy is to contribute each year, the net periodic pension cost for that year. However, the contribution for any year will not be less than the minimum required contribution under federal law or greater than the maximum tax deductible amount. Net pension cost for 1994, 1993, and 1992 included the following components: Year Ended December 31, (In Thousands) --------------------------- 1994 1993 1992 ---- ---- ---- Service cost--benefits earned during the period $ 4,134 $ 3,348 $ 3,326 Plus (less): Interest cost on projected benefit obligation 16,435 16,905 15,886 Return on plan assets at expected long-term rate (17,223) (16,683) $(16,441) Amortization 1,060 (208) (260) -------- -------- -------- Net pension cost $ 4,406 $ 3,362 $ 2,511 ======== ======== ======== Assumptions used to determine pension cost: Discount rate 7.25% 8.25% 8.50% Average rate of increase in future compensation levels 4.35% 5.35% 6.70% Expected long-term rate of return on assets 8.75% 8.75% 9.00% -------- -------- -------- Actual return on plan assets $ 1,541 $ 25,785 $ 14,479 ======== ======== ======== Service cost for 1993 does not reflect costs incurred in connection with an early retirement program offered by the Company in that year (see Note D-3). The funded status of the plans cannot be presented separately for the Company as the Company participates in the plans with other NEES subsidiaries. The following table sets forth the funded status of the NEES companies' plans at December 31: MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note D - Employee Benefits (continued) - -------------------------- Retirement Plans, (In Millions) --------------------------- 1994 1993 -------- -------- Union Non-Union Union Non-Union Employee Employee Employee Employee Plans Plans Plans Plans -------- --------- -------- --------- Benefits earned Actuarial present value of accumulated benefit liability: Vested $251 $308 $251 $333 Non-vested 8 9 20 6 ---- ---- ---- ---- Total $259 $317 $271 $339 ==== ==== ==== ==== Reconciliation of funded status Actuarial present value of projected benefit liability $303 $355 $310 $383 Unrecognized prior service costs (8) (4) (8) (6) SFAS No. 87 transition liability not yet recognized (amortized) - (1) - (1) Net loss not yet recognized (amortized) (13) (33) (11) (45) Additional minimum liability recognized - - - 8 ---- ---- ---- ---- 282 317 291 339 ---- ---- ---- ---- Pension fund assets at fair value 293 323 302 318 SFAS No. 87 transition asset not yet recognized (amortized) (13) - (14) - ---- ---- ---- ---- 280 323 288 318 ---- ---- ---- ---- Accrued pension/(prepaid) payments recorded on books $ 2 $ (6) $ 3 $ 21 ==== ==== ==== ==== The assumed discount rate and the assumed average rate of increase in future compensation levels used to calculate pension cost changed effective January 1, 1995 to 8.25 percent and 4.63 percent, respectively. The expected long-term rate of return on assets used to calculate pension cost was not changed from the level shown in the table above. The plans' funded status at December 31, 1994 was calculated using these revised rates. Plan assets are composed primarily of corporate equity, guaranteed investment contracts, debt securities, and cash equivalents. 2. Postretirement Benefit Plans Other Than Pensions and Postemployment Benefits: In 1993, SFAS No. 106, "Employer's Accounting for Postretirement Benefits Other Than Pensions" (PBOPs) went into effect. The Company provides health care and life insurance coverage to eligible retired employees. Eligibility is based on certain age and length of service requirements and in some cases retirees must contribute to the cost of their coverage. MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note D - Employee Benefits (continued) - -------------------------- The total cost of PBOPs for 1994 and 1993 included the following components: Year Ended December 31, (In Thousands) ----------------------- 1994 1993 ---- ---- Service cost--benefits earned during the period $ 2,840 $ 2,613 Plus (less): Interest cost on the accumulated benefit obligation 11,050 12,007 Return on plan assets at expected long-term rate (3,306) (2,095) Amortization 7,287 7,302 ------- ------- Net postretirement benefit cost $17,871 $19,827 ======= ======= Actual return on plan assets $ 265 $ 2,125 ======= ======= The following table sets forth benefits earned and the plans' funded status: At December 31, (In Millions) --------------------- 1994 1993 ---- ---- Accumulated postretirement benefit obligation: Retirees $ 92 $ 100 Fully eligible active plan participants 19 10 Other active plan participants 33 48 ----- ----- Total benefits earned 144 158 Unrecognized transition obligation (131) (138) Net gain (loss) not yet recognized 15 (3) ----- ----- 28 17 Plan assets at fair value 44 35 ----- ----- Prepaid postretirement benefit costs recorded on books $ 16 $ 18 ===== ===== 1995 1994 1993 ---- ---- ---- Assumptions used to determine postretirement benefit cost: Discount rate 8.25% 7.25% 8.25% Expected long-term rate of return on assets 8.50% 8.50% 8.50% Health care cost rate - 1994 and 1993 - 11.00% 12.00% Health care cost rate - 1995 to 2004 8.50% 8.50% 9.50% Health care cost rate - 2005 and beyond 6.25% 6.25% 7.25% MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note D - Employee Benefits (continued) - -------------------------- The plans' funded status at December 31, 1994 and 1993 presented above was calculated using the assumed rates in effect for 1995 and 1994, respectively. The health care cost trend rate assumption has a significant effect on the amounts reported. Increasing the assumed rates by 1 percent in each year would increase the accumulated postretirement benefit obligation as of December 31, 1994 by approximately $22 million and the net periodic cost for the year 1994 by approximately $2.5 million. The Company funds the annual tax deductible contributions. Plan assets are invested in equity and debt securities and cash equivalents. Prior to 1993, the Company recorded the cost of PBOPs when paid. These costs amounted to approximately $5.4 million in 1992. The Company has been permitted by the MDPU to phase-in over a four year period that commenced in October 1992, a level of rate recovery that is expected to equal or exceed the amount of PBOP costs calculated in accordance with SFAS No. 106. At December 31, 1994, the Company had deferred for later recovery, $16 million representing that portion of increased PBOP costs not being recovered during this phase-in period. Therefore, adoption of this new accounting standard did not have a significant impact on net income. In the fourth quarter of 1993, the Company recorded a $2 million charge to earnings reflecting the cumulative effect of adopting a new accounting standard for postemployment benefits. 3. 1993 Early Retirement and Special Severance Programs: In February 1993, the Company offered a voluntary early retirement program to non-union employees who were at least 55 years old with 10 years of service. This program was part of an organizational review with the goal of streamlining operations and reducing the work force. The early retirement offer was accepted by 102 employees. A special severance program was also announced in February 1993 for employees affected by the organizational review, but who were not eligible for, or did not accept, the early retirement offer. The Company recorded in the first quarter of 1993 a one-time charge to earnings of approximately $8 million, after tax ($13 million, before tax), to reflect the cost of the early retirement and special severance programs which consisted principally of pension benefits. This total includes the Company's portion of its affiliated service company's cost of these programs. Note E - Short-term Borrowing Arrangements - ------------------------------------------ At December 31, 1994, the Company had $82 million of short-term debt outstanding including $73 million in the form of commercial paper borrowings and $9 million of borrowings from affiliates. At December 31, 1994, the Company had lines of credit with banks totaling $90 million which are available to provide liquidity support for commercial paper borrowings and other corporate purposes. There were no borrowings under these lines of credit at December 31, 1994. Fees are paid in lieu of compensating balances on most lines of credit. The weighted average rate on outstanding short-term borrowings was 6.1 percent at December 31, 1994. MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note F - Intercompany Lending Arrangement - ----------------------------------------- NEES and certain subsidiaries, including the Company, with regulatory approval, operate a money pool to more effectively utilize cash resources and to reduce outside short-term borrowings. Short-term borrowing needs are met first by available funds of the money pool participants. Borrowing companies pay interest at a rate designed to approximate the cost of outside short-term borrowings. Companies which invest in the pool share the interest earned on a basis proportionate to their average monthly investment in the money pool. Funds may be withdrawn from or repaid to the pool at any time without prior notice. Note G - Cumulative Preferred Stock - ----------------------------------- A summary of cumulative preferred stock at December 31, 1994 and 1993 is as follows (in thousands of dollars except for share data): Shares Authorized and Dividends Call Outstanding Amount Declared Price ------------- ------------- ------------- ------ 1994 1993 1994 1993 1994 1993 ---- ---- ---- ---- ---- ---- $25 Par value-- 6.84% Series 600,000 600,000 $15,000 $15,000 $1,026 $ 370 (a) $100 Par value-- 4.44% Series 75,000 75,000 7,500 7,500 333 333 $104.068 4.76% Series 75,000 75,000 7,500 7,500 357 357 103.730 6.99% Series 200,000 200,000 20,000 20,000 1,398 658 (b) 7.80% Series 878 7.84% Series 1,176 ------- ------- ------- ------- ------ ------ Total 950,000 950,000 $50,000 $50,000 $3,114 $3,772 ======= ======= ======= ======= ====== ====== (a) Callable on or after October 1, 1998 at $25.80. (b) Callable on or after August 1, 2003 at $103.50. The annual dividend requirement for total cumulative preferred stock was $3,114,000 for 1994 and 1993. During 1993, all of the Company's 7.80 percent Series and 7.84 percent Series of cumulative preferred stock were redeemed. Total premiums of $816,000 in connection with these redemptions were charged to retained earnings. There are no mandatory redemption provisions on the Company's cumulative preferred stock. MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note H - Long-term Debt - ----------------------- A summary of long-term debt is as follows: At December 31, (In Thousands) ------------------------------ Series Rate % Maturity 1994 1993 - ------ ------ -------- ---- ---- First Mortgage Bonds: R (92-2) 5.875 February 6, 1995 $ 10,000 $ 10,000 S (92-1) 5.860 June 26, 1995 15,000 15,000 S (92-8) 4.730 September 18, 1995 10,000 10,000 R (92-4) 7.230 June 3, 1997 10,000 10,000 R (92-5) 7.210 June 3, 1997 5,000 5,000 S (92-6) 6.120 August 15, 1997 12,000 12,000 S (92-7) 6.010 August 15, 1997 3,000 3,000 R (92-1) 7.240 December 30, 1998 10,000 10,000 S (92-3) 6.630 August 12, 1999 7,500 7,500 S (92-4) 6.600 August 12, 1999 7,500 7,500 S (92-2) 6.980 July 17, 2000 5,000 5,000 S (92-9) 6.310 September 15, 2000 10,000 10,000 R (92-6) 7.710 July 1, 2002 10,000 10,000 S (92-11) 7.250 October 28, 2002 5,000 5,000 S (92-12) 7.340 November 25, 2002 10,000 10,000 T (93-2) 7.090 January 27, 2003 20,000 20,000 T (93-5) 6.400 June 24, 2003 10,000 10,000 U (93-1) 6.240 November 17, 2003 5,000 5,000 U (94-6) 8.520 November 30, 2004 10,000 T (93-7) 6.660 June 23, 2008 5,000 5,000 T (93-8) 6.660 June 30, 2008 5,000 5,000 T (93-10) 6.110 September 8, 2008 10,000 10,000 T (93-11) 6.375 November 17, 2008 10,000 10,000 R (92-3) 8.550 February 7, 2022 5,000 5,000 S (92-5) 8.180 August 1, 2022 10,000 10,000 S (92-10) 8.400 October 26, 2022 5,000 5,000 T (93-1) 8.150 January 20, 2023 10,000 10,000 T (93-3) 7.980 January 27, 2023 10,000 10,000 T (93-4) 7.690 February 24, 2023 10,000 10,000 T (93-6) 7.500 June 23, 2023 3,000 3,000 T (93-9) 7.500 June 29, 2023 7,000 7,000 U (93-2) 7.200 November 15, 2023 10,000 10,000 U (93-3) 7.150 November 24, 2023 1,000 1,000 U (94-1) 7.050 February 2, 2024 10,000 U (94-2) 8.080 May 2, 2024 5,000 U (94-3) 8.030 June 14, 2024 5,000 U (94-4) 8.160 August 9, 2024 5,000 U (94-5) 8.850 November 7, 2024 1,000 Unamortized discounts and premiums (1,369) (1,281) -------- -------- Total long-term debt 300,631 264,719 ======== ======== Long-term debt due within year (35,000) -------- -------- $265,631 $264,719 ======== ======== MASSACHUSETTS ELECTRIC COMPANY Notes to Financial Statements (continued) Note H - Long-term Debt (continued) - ----------------------- Substantially all of the properties and franchises of the Company are subject to the lien of mortgage indentures under which the first mortgage bonds have been issued. The Company will make cash payments of $35,000,000 in 1995, $30,000,000 in 1997, $10,000,000 in 1998, and $15,000,000 in 1999 to retire maturing mortgage bonds. There are no cash payments required in 1996. Note I - Fair Value of Financial Instruments - -------------------------------------------- At December 31, 1994, the Company's long-term debt, including long-term debt due within one year, had a carrying value of approximately $301,000,000 and had a fair value of approximately $280,000,000. The fair market value of the Company's long-term debt was estimated based on the quoted prices for similar issues or on the current rates offered to the Company for debt of the same remaining maturity. The fair value of the Company's short-term debt equals carrying value. Note J - Restrictions on Retained Earning Available for Dividends on Common Stock - ------------------------------------------------------- As long as any preferred stock is outstanding, certain restrictions on payment of dividends on common stock would come into effect if the "junior stock equity" was, or by reason of payment of such dividends became, less than 25 percent of "total capitalization". However, the junior stock equity at December 31, 1994 was 52 percent of total capitalization, including long-term debt due in one year, and, accordingly, none of the Company's retained earnings at December 31, 1994 were restricted as to dividends on common stock under the foregoing restrictions. Under restrictions contained in the indentures relating to first mortgage bonds, $30,113,000 of the Company's retained earnings at December 31, 1994 were restricted as to dividends on common stock. Note K - Supplementary Income Statement Information - --------------------------------------------------- Advertising expenses, expenditures for research and development, and rents were not material and there were no royalties paid. Taxes, other than income taxes, charged to operating expenses are set forth by classes as follows: Year Ended December 31, (In Thousands) --------------------------- 1994 1993 1992 ---- ---- ---- Municipal property taxes $21,186 $19,620 $16,525 Federal and state payroll and other taxes 7,478 6,907 6,516 ------- ------- ------- $28,664 $26,527 $23,041 ======= ======= ======= New England Power Service Company, an affiliated service company operating pursuant to the provisions of Section 13 of the Public Utility Holding Company Act of 1935, furnished services to the Company at the cost of such services. These costs amounted to $71,107,000, $61,515,000, and $47,360,000, including capitalized construction costs of $8,977,000, $9,038,000, and $8,306,000, for each of the years 1994, 1993, and 1992, respectively. MASSACHUSETTS ELECTRIC COMPANY Operating Statistics (Unaudited) Year Ended December 31, ----------------------- 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- Sources of Energy (Thousands of KWH) Purchased energy: From New England Power Company, an affiliate 16,455,774 16,179,204 16,005,087 15,971,746 16,206,581 From others 3,364 12,676 13,916 12,865 13,180 ---------- ---------- ---------- ---------- ---------- Total purchased 16,459,138 16,191,880 16,019,003 15,984,611 16,219,761 Losses, company use, etc. (733,804) (740,390) (711,157) (730,694) (699,383) ---------- ---------- ---------- ---------- ---------- Total sources of energy 15,725,334 15,451,490 15,307,846 15,253,917 15,520,378 ========== ========== ========== ========== ========== Sales of Energy (Thousands of KWH) Residential 5,798,806 5,694,539 5,645,350 5,568,452 5,629,825 Commercial 5,936,170 5,743,924 5,645,867 5,585,604 5,648,759 Industrial 3,885,391 3,850,075 3,907,040 3,979,418 4,113,647 Other 95,382 99,991 105,842 113,444 120,142 ---------- ---------- ---------- ---------- ---------- Total sales to ultimate customers 15,715,749 15,388,529 15,304,099 15,246,918 15,512,373 Sales for resale 9,585 62,961 3,747 6,999 8,005 ---------- ---------- ---------- ---------- ---------- Total sales of energy 15,725,334 15,451,490 15,307,846 15,253,917 15,520,378 ========== ========== ========== ========== ========== Maximum Demand (Kw - one hour peak) 3,016,000 2,819,000 2,791,000 2,888,000 2,761,000 Average Annual Use per Residential Customer (KWH) 6,948 6,888 6,886 6,832 6,926 Number of Customers at December 31 Residential 839,443 831,223 824,072 817,270 814,558 Commercial 95,430 93,414 92,281 81,355 85,597 Industrial 4,551 4,637 4,624 4,650 4,667 Other 880 906 952 986 910 ---------- ---------- ---------- ---------- ---------- Total ultimate customers 940,304 930,180 921,929 904,261 905,732 Other (for resale) 178 278 22 21 22 ---------- ---------- ---------- ---------- ---------- Total customers 940,482 930,458 921,951 904,282 905,754 ========== ========== ========== ========== ========== NEW ENGLAND POWER COMPANY Operating Statistics (Unaudited) (continued) Year Ended December 31, ----------------------- 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- Operating Revenue (In Thousands) Residential $ 589,447 $ 590,106 $ 549,884 $ 521,140 $ 475,004 Commercial 523,806 515,874 510,638 490,078 442,478 Industrial 301,144 314,132 319,905 318,502 294,037 Other 17,185 17,343 17,489 18,304 17,873 ---------- ---------- ---------- ---------- ---------- Total revenue from ultimate customers 1,431,582 1,437,455 1,397,916 1,348,024 1,229,392 Unbilled revenues 31,700 11,100 Sales for resale 935 5,401 278 518 517 ---------- ---------- ---------- ---------- ---------- Total revenue from electric sales 1,464,217 1,453,956 1,398,194 1,348,542 1,229,909 Other operating revenue 17,853 14,584 14,754 15,346 13,036 ---------- ---------- ---------- ---------- ---------- Total operating revenue $1,482,070 $1,468,540 $1,412,948 $1,363,888 $1,242,945 ========== ========== ========== ========== ========== MASSACHUSETTS ELECTRIC COMPANY Selected Financial Information Year Ended December 31, (In Millions) ------------------------------------- 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- Operating revenue: Electric sales (excluding fuel cost recovery) $1,088 $1,062 $1,012 $ 984 $ 898 Fuel cost recovery 376 392 386 366 332 Other 18 15 15 15 13 ------ ------ ------ ------ ------ Total operating revenue $1,482 $1,469 $1,413 $1,364 $1,243 Net income $ 35 $ 24 $ 35 $ 25 $ 35 Total assets $1,296 $1,232 $1,015 $1,017 $1,014 Capitalization: Common equity $ 384 $ 382 $ 331 $ 313 $ 296 Cumulative preferred stock 50 50 50 50 50 Long-term debt 266 265 266 194 254 ------ ------ ------ ------ ------ Total capitalization $ 700 $ 697 $ 647 $ 557 $ 600 Preferred dividends declared $ 3 $ 4 $ 3 $ 3 $ 3 Common dividends declared $ 30 $ 19 $ 23 $ 5 $ 16 Selected Quarterly Financial Information (Unaudited) First Second Third Fourth (In Thousands) Quarter Quarter Quarter Quarter* - -------------- ------- ------- ------- -------- 1994 Operating revenue $381,712 $339,886 $376,582 $383,890 Operating income $ 17,124 $ 15,054 $ 10,120 $ 20,370 Net income $ 9,572 $ 8,215 $ 1,431 $ 15,508 1993 Operating revenue $378,441 $340,293 $376,137 $373,669 Operating income $ 13,831 $ 2,573 $ 7,988 $ 26,194 Net income (loss) $ 6,060 $ (4,144) $ 2,204 $ 19,659 Per share data is not relevant because the Company's common stock is wholly-owned by New England Electric System. * See Note A-2 for discussion of significant item that affected fourth quarter 1993 net income. A copy of Massachusetts Electric Company's Annual Report on Form 10-K to the Securities and Exchange Commission, for the year ended December 31, 1994, will be available on or about April 1, 1995, without charge, upon written request to Massachusetts Electric Company, Shareholder Services Department, 25 Research Drive, Westborough, Massachusetts 01582.