[ART WORK APPEARS HERE] Annual Report 1994 [LOGO] NEW ENGLAND ELECTRIC SYSTEM In 1994, NEES delivered its sixth consecutive year of superior earnings, and did so in an increasingly competitive environment, with electric rates that were the lowest among major electric utility systems in New England. [ART WORK APPEARS HERE] New England Electric System The NEES subsidiaries include: Massachusetts Electric Company, The Narragansett Electric Company, and Granite State Electric Company, retail electric companies that provide electricity and related services to 1.3 million customers in 197 communities in Massachusetts, Rhode Island, and New Hampshire; New England Power Company, a wholesale electric generating company that operates five thermal generating stations, 14 hydroelectric generating stations, a pumped storage station, and approximately 2,400 miles of transmission lines; New England Electric Resources, Inc., an independent project development and consulting company that seeks investment opportunities in power plant modernization, transmission, and environmental improvement; New England Electric Transmission Corporation, New England Hydro-Transmission Corporation, and New England Hydro-Transmission Electric Company, Inc., electric transmission companies that developed, own, and operate facilities associated with the high voltage, direct current interconnection between New England and Quebec; Narragansett Energy Resources Company, a wholesale electric generating company that owns 20 percent of the Ocean State Power generating station in Rhode Island; New England Energy Incorporated, an oil and gas exploration and development company; New England Power Service Company, a service company that provides administrative, legal, engineering, and other support to the affiliated NEES subsidiaries. Financial Highlights 1994 1993 ---- ---- Earnings per average share $ 3.07 $ 2.93 Dividends declared per share $2.285 $ 2.22 Book value per share-year end $24.33 $ 23.55 Market price per share-year end $32-1/8 $39-1/8 Growth in kilowatthour (KWH) sales billed to ultimate customers 1.6% 1.4% Cost per KWH to ultimate customers (cents) 9.29 9.50 New England Electric System (NEES) is a public utility holding company headquartered in Westborough, Massachusetts. The NEES family of companies, described on the inside page to the left, constitutes the second largest electric utility system in New England. Core business activities are the generation, transmission, distribution, and sale of electric energy and the delivery of related services, including energy efficiency improvements, to residential, commercial, industrial, and municipal customers. Other business activities include independent transmission projects and energy management consultation. The NEES companies are guided by the following commitment: "We pledge to provide our customers the highest possible value by continuously improving electric service, managing costs, and reducing adverse environmental impacts." Contents Letter to Shareholders 2 Winning in A Changing Business 4 Improving Our Competitive Position 5 Financial Review 16 Financial Statements 25 Notes to Financial Statements 30 Report of Management 43 Report of Independent Accountants 43 Shareholder Information 44 System Directors and Officers - System Subsidiaries 45 Return on Common Equity - 1994 New England Electric System 12.7% Median of U.S. Electric Utilities 11.4% Median of New England/New York Electric Utilities 11.4% To Our Fellow Shareholders The year 1994 was another good one for the New England Electric System (NEES). Among our accomplishments: Earnings per common share increased to $3.07 compared with $2.93 in 1993. Return on equity was 12.7 percent, placing us in the top one-third of major electric utility systems in New England and New York for the sixth consecutive year. This is a record unmatched by any other electric utility in the region Our return on equity also places us in the top quartile of major electric utilities across the nation. Bond ratings for NEES subsidiaries were A+ or higher, reflecting our attention to the balance sheet as well as the income statement. Your dividend was increased to $2.30 per share in May 1994. Dividend growth over the past five years has exceeded both the regional and national averages for major electric utilities. Our fossil-fueled power plants set new records for availability and our demand-side management programs continued to provide both profits for shareholders and savings for customers. While our region has higher energy costs than much of the nation, NEES has consistently performed with superior efficiency. Our current average retail rate of 9.3 cents per kilowatthour is the lowest among major electric utility systems in New England, and is slightly lower than our average rate of each of the past two years. As you know, our share price dropped during 1994, largely as a result of rising interest rates. However, the drop was in line with that experienced by other utilities. Over the past five years, NEES shares have outperformed the average electric utility stock, and our market performance, as measured by market to book ratio, continues to lead the region. During the past year, proposals for increased competition have affected the structure, operations, and financial position of the electric utility industry. While competition has been with us in various forms for many years, the Federal Energy Regulatory Commission (FERC) is now developing ground rules for wide-open competition in wholesale electricity markets, and many state commissions, including those that regulate the NEES retail companies, are evaluating proposals for competition within the traditional retail service franchise. NEES's response to these trends has been to adapt quickly to changing market conditions while preserving our focus on business fundamentals: first, the cost and quality of our service; second, the quality of our assets and the length of our financial commitments; third, the environmental impact of our operations; and finally, the fairness of the rules that regulate our operations. This response has allowed us to continue to profit in a rapidly evolving regulatory environment. [PHOTO OF JOAN BOK Joan T. Bok, APPEARS HERE] Chairman of the Board During 1994, we reached important agreements that reinforce our long-term competitive position. We have signed service extension discount (SED) contracts with 82 percent of our large commercial and industrial customers in Massachusetts and Rhode Island. Through these contracts, customers agree to give us three to five years notice before generating their own electricity or changing electricity suppliers, and in exchange receive a 5 percent base rate discount (see page 17 for details.) An agreement reached in December 1994 with certain state agencies, municipal light departments, and large commercial and industrial customers and approved by the FERC in February 1995 will hold our wholesale subsidiary New England Power's rates at their present level until at least 1997. An agreement with more than a dozen environmental, recreational, and governmental organizations, currently before the FERC for approval, would expedite the relicensing of our hydroelectric generating facilities along the Deerfield River, and has enhanced our reputation for environmental commitment. While the next few years are likely to be difficult for our industry, NEES has a track record of prospering in difficult times. We have continuously been one of the quickest to adapt to new public policies and one of the most efficient in making these policies work. This flexibility has helped us receive fair treatment from regulators. We strive to be less costly, more profitable, more agile, and more green than our competitors. We have hard working, hard thinking employees who want to win, who have a record of winning, and who are determined to continue winning. With their support, we believe our consistent and unequivocal commitment to enhancing shareholder value will make NEES a rewarding investment in the future as it has been in the past. We thank you for your continued investment and confidence in the New England Electric System. s/ Joan T. Bok s/ John W. Rowe Joan T. Bok John W. Rowe Chairman of the Board President and Chief Executive Officer February 27, 1995 NEES' Key Financial Goals - 1994 Results Dividend Growth exceeds average of electric utilities on rolling 5-year average. Return on Equity in top one-third of major New York and New England utilities. Cash Flow coverage of dividend in top one-third of major electric utilities. Investment Quality Auditors' reports not qualified and bond ratings A+. Total Return in top one-third of major electric utilities on rolling 5-year average. Achieved goals in blue Non-achieved goal in gray John W. Rowe, President [PHOTO OF JOHN W. ROWE and Chief Executive Officer APPEARS HERE] Winning in a Changing Business Unique responsibilities and commensurate rights have shaped the evolution of the electric utility industry. In exchange for exclusive rights to supply electricity within franchise areas, utilities have served all customers under rates set by regulators, projected long-term needs for electricity, and built or purchased power from facilities to meet those long-term needs. Shareholders have backed these large capital commitments required to build the facilities due to the promise of an opportunity to earn a fair return on their investments. Historically, utilities built the generating plants, transmission lines, and distribution systems needed within their service territories. In the early 1980s, however, operators of independent generating plants began to compete with utilities to produce power that could be sold on the "wholesale" market to utilities. The Energy Policy Act of 1992 established a national policy favoring more wholesale competition; this policy has been implemented at both the state and federal levels. As wholesale competition grows and various states consider new forms of competition, transmission and distribution wires are likely to remain closely regulated. With the market for electricity and related services becoming more competitive, the operating environment for all electric utilities will become more complex and more risky. A decisive response to these new competitive pressures is essential to maintain our strong financial performance and our regional position as a high-value, low-cost provider of electricity and related services. Here are some examples of the steps we have taken to improve our competitive position. Improving Our Competitive Position Customer Focus 6 Competitive Marketplace 8 Environment 10 New Rules 12 A History of Responding to Challenges 14 Customer Focus We continue to expand the array of energy services we provide directly to our customers. At Dartmouth College in Hanover, N.H., our programs have resulted in energy-efficient lighting in the campus library, athletic facilities, and student cultural center as well as computerized control of heating, ventilation, and air conditioning in one of the science labs. At the college's math and computer science building, we are now implementing a pilot program in which all energy-related equipment and control processes within a single building-not just those involving electricity-are monitored and adjusted to make sure they are performing optimally. A view from the customer's side of the meter led to the development of EnergyFIT-integrated services for energy conservation, power quality, cogeneration assessment, and electrotechnology evaluations that are customized to meet the needs of our largest and most energy-intensive business customers. EnergyFIT makes business customers more efficient, productive, and profitable, and helps to strengthen our relationship with them. EnergyFIT services encouraged Kopin Corporation, a manufacturer of active matrix liquid crystal displays, to establish a new manufacturing facility in Westborough, Mass.; developed ways for Nyman Mfg. Co. in East Providence, R.I. to produce plastic dinnerware at lower energy cost; and helped a 105-year-old firm, Crown Yarn Dye Co., Inc. in Attleboro, Mass., to continue custom dyeing operations for companies throughout the U.S. [ONE HALF OF MORTARBOARD PHOTO APPEARS HERE] In addition to serving existing customers, all of the NEES companies are participating in efforts to attract new businesses to the region. We recognize that many businesses are carefully weighing energy costs before choosing new locations. The Coca-Cola Company chose Northampton, Mass. over two communities served by other electric companies for a bottling plant for its non-carbonated products. Massachusetts Electric created a service package that offered economic development rates and a substantial investment in energy efficiency as part of the pull to attract the plant and the 150 to 250 associated jobs to Northampton. Our success and that of the region are well served by working with customers to get the most for their energy dollars. [ONE HALF OF MORTARBOARD PHOTO APPEARS HERE] Douglas Smith, senior [PHOTO OF DOUGLAS SMITH technical representative, APPEARS HERE] is a member of the Massachusetts Electric team that created a service package to help attract a Coca-Cola Company bottling plant to our service territory. Competitive Marketplace We are increasing our efforts to protect the share of the market that we now serve, increase customer awareness of our new products and services, and develop new business ventures. One emerging market in which NEES has already established a strong position is the construction, operation, and/or ownership of transmission facilities outside our service territory. During the 1980s, we managed the construction of the Hydro-Quebec Phase 1 and 2 direct current interconnection, a large project in which most New England utilities participated. In 1994, Nantucket Cable Electric Company, Inc., a new company established by NEES, was selected to design, construct, and maintain a 27-mile-long undersea and underground transmission cable linking the island of Nantucket to mainland Massachusetts. This project is expected to be in operation in early 1997, and will provide Nantucket residents with improved service, more stable electricity costs, and - because it will replace diesel generators now in use on the island - a more environmentally-friendly energy supply. To pursue transmission projects worldwide, the NEES subsidiary New England Electric Resources, Inc. (NEERI) is teaming up with Sweden's ABB Power Systems, one of the world's leading suppliers of transmission equipment and Paul Stasiuk, senior analyst, evaluates electrotechnologies in the commercial food-service industry for the NEES companies. Much of his recent work involves the electric cooking center at Johnson & Wales University. [PHOTO OF PAUL STASIUK APPEARS HERE] [ONE HALF OF LIGHTHOUSE PHOTO APPEARS HERE] services. NEERI will help provide utility managers worldwide with innovative options for developing and financing transmission systems. These ventures will build on our established leadership in large-scale transmission projects. Promoting clean and efficient electrotechnologies that replace the use of other energy sources is another way for the NEES companies to be the energy supplier of choice. NEES's three retail subsidiaries joined to sponsor a new cooking center at the world's largest college of culinary arts, Johnson and Wales University in Providence. This cooking center is the focal point for evaluating newly developed electric cooking equipment that incorporates features--such as quick temperature adjustment-preferred by many cooks and readily available in competing gas equipment. Showcased as a "high tech cook- off," the center is set up to enable detailed, side-by-side comparisons of commercial gas and electric cooking equipment. Data are being collected to compare the quality of the finished food, overall labor and energy efficiency, and health benefits of food handling for competing state-of-the-art gas and electric cooking technologies. This electric cooking center provides energy- efficient electrotechnologies for our customer, Johnson and Wales; exposes future chefs to the best electric cooking equipment available; and can help to strengthen the market for our core product. [ONE HALF OF LIGHTHOUSE PHOTO APPEARS HERE] Environment Cost-effective environmental improvement will continue to be a fundamental challenge for electric utilities. Success often requires cooperation among many interested parties. In 1994, we advanced our efforts to secure a 40-year federal license for New England Power's eight hydroelectric dams on the Deerfield River with an agreement among environmentalists, anglers, white water enthusiasts, and state and federal resource agencies. The agreement was designed to expedite licensing and avoid litigation. It is the culmination of more than five years of negotiation and will enhance recreation, fisheries, and conservation in the Deerfield Valley. New England Power has made substantial reductions in air emissions a cornerstone of its operational goals. The company remains an industry leader in using innovative emission controls on existing fossil-fueled power plants. Our 1994 emissions, compared with 1990 levels, were 45 percent lower for sulfur dioxide, 23 percent lower for nitrogen oxides, and 11 percent lower for carbon dioxide. In February 1995, we announced a voluntary commitment to reduce greenhouse gas emissions by 20 percent below 1990 levels by the year 2000 as part of President Clinton's Climate Challenge Program. This emissions reduction target is among the most ambitious of the commitments made by participating utilities. [ONE HALF OF CANOE PHOTO APPEARS HERE] [ONE HALF OF CANOE PHOTO APPEARS HERE] The Manchester Street Station repowering project, scheduled for completion in late 1995, will use a more efficient and environmentally-friendly gas-fired power generating technology while more than tripling this Rhode Island plant's output to 489 megawatts (MW). The station is located in a densely populated urban area at the head of Narragansett Bay and across the river from Providence's treasured historic district. Our activities are closely coordinated with other major projects that are revitalizing the Providence downtown and waterfront. We have considered the needs of neighbors in every detail of the plant construction and continue to receive their enthusiastic support. The NEES companies' efforts to promote more sustainable energy supplies include a planned project to produce energy from biomass fuels such as wood and organic waste. We have also received regulatory approval for energy purchases from seven projects that will provide 36 MW of capacity through wind power, waste heat recovery, and the use of landfill methane and municipal solid waste as fuels. Paula Hamel, senior environmental engineer, [PHOTO OF PAULA HAMEL APPEARS HERE] works with contractors and city, state, and federal agencies to ensure that Manchester Street Station repowering activities meet environmental and safety requirements. New Rules Since non-utilities were allowed to enter the wholesale generation market, New England Power has relied on all available options to meet its requirements. During that time, two-thirds of New England Power's new net generating capability has come from independent generating sources and Hydro-Quebec. The company is now working on new rules to make wholesale competition more efficient through reform of the New England Power Pool and the creation of a Regional Transmission Group. We now face various proposals to permit retail competition. A common feature of nearly all such proposals is that utilities would be required to open both their transmission and distribution systems to competitors and to customers. If this happens, the goal of producing a more efficient electricity market will best be accomplished by ensuring that all users of a utility's wires pay their share of all of the costs committed by utilities to build the present electric system. Along with the Conservation Law Foundation, we have proposed a concept, called by some the "Grand Bargain," to recover these fixed costs through a system access charge. As part of this Bargain, the NEES companies would be willing to spin off or sell our transmission system, invest in environmental improvement ahead of new requirements, and continue investments in conservation and renewable energy. The new, independent transmission company would then offer comparable Masheed Hegi, consulting engineer, negotiates transmission agreements [PHOTO OF MASHEED HEGI between the NEES companies and other APPEARS HERE] users and providers of transmission services. She is currently participating in the effort to develop a New England Regional Transmission Agreement. [ONE HALF OF PEN PHOTO APPEARS HERE] transmission access and pricing to all competing power suppliers. This "Grand Bargain" would provide benefits to both customers and shareholders. In the near term, rates could be reduced by lengthening the period over which we recover certain costs. In the long term, rates should also be reduced by increased customer responsibility for generation choices and increased market pressure on suppliers. Shareholders would benefit from clear provisions for the recovery of the cost of past commitments. In Massachusetts, the Division of Energy Resources (DOER) recently proposed that when new generating capacity is needed, retail customers with an aggregate load equal to the needed capacity be allowed to bid for access to utility wires. The winning bidders could then choose their electricity supplier. This proposal would provide customer choice and leave NEES its existing revenue base to pay for its past commitments. We support the DOER proposal. Other proposals for "retail wheeling" would permit access to utility wires at low cost and force generating prices down to short-run operating costs. In our view, these proposals would deny all utilities the opportunity to recover their past commitments to which we believe they are entitled. If retail competition is permitted, a fair system must permit utilities to charge a fee for access to their transmission and distribution system which will enable them to recover all of their fixed costs. In summary, we are exerting all of our efforts to assure that new rules are written under which New England Electric System and other well-run utility systems have an opportunity to succeed in the competitive marketplace. [ONE HALF OF PEN PHOTO APPEARS HERE] A History of Responding to Challenges The 1960s brought about tremendous increases in the demand for electricity, and our wholesale subsidiary expanded its capacity to meet that demand. The 1970s brought about oil embargoes, and we diversified our fuel mix. The late 1970s and early 1980s brought inflation and the high costs associated with the construction of the Seabrook and Millstone 3 nuclear plants; we responded by diversifying our power purchases and by incorporating energy conservation into resource planning. In each of these decades, NEES developed progressive and innovative solutions that allowed us to provide excellent financial results for our shareholders. Now, in the 1990s, increased competition is on the minds of executives and shareholders in the electric utility industry. Our proven ability to anticipate change and successfully adapt is increasingly important in meeting today's challenges. Financial Report Financial Review 16 Financial Statements Selected Financial Data 25 Consolidated Income 26 Consolidated Retained Earnings 26 Consolidated Balance Sheets 27 Cash Flow 28 Capitalization 29 Notes to Financial Statements 30 Report of Management 43 Report of Independent Accountants 43 Shareholder Information 44 Financial Review [GRAPH APPEARS HERE] Overview Earnings in 1994 were $3.07 per share compared with $2.93 and $2.85 per share in 1993 and 1992, respectively. The return on 1994 common equity was 12.7 percent. The improvement in 1994 earnings reflects increased kilowatthour (KWH) sales to ultimate customers, decreased purchased power expense and interest expense, and the amortization of unbilled revenues. In addition, earnings in 1993 were reduced by the one-time effects of an early retirement program and the establishment of additional gas waste reserves. These factors were partially offset by increased operation and maintenance expenses and a temporary rate reduction (see "Retail rate activity" section). The increase in 1993 earnings over 1992 was primarily the result of increased KWH sales, reduced interest costs, and lower costs of scheduled overhauls at wholly-owned thermal generating units, partially offset by the combined effects of the one-time items described above. KWH sales billed to ultimate customers in 1994 increased by 1.6 percent over 1993, reflecting an improved economy. KWH sales in 1993 increased 1.4 percent over 1992 sales, reflecting more normal weather conditions in 1993 compared with 1992, partially offset by the fact that 1992 included an extra day for leap year. New England Electric System (NEES) retail subsidiaries currently forecast an increase in KWH sales of less than 1 percent in 1995. The annual dividend rate was raised by 2.7 percent, or $.06 per share, in May 1994 and is now $2.30 on an annual basis. In 1993, the annual dividend rate was increased by 3.7 percent, or $.08 per share. The market price of NEES common shares at year end 1994 was $32 1/8 per share, compared with $39 1/8 per share and $38 1/2 per share at the end of 1993 and 1992, respectively. Wholesale rate activity In February 1995, the Federal Energy Regulatory Commission (FERC) approved a rate agreement filed by New England Power Company (NEP). Under the agreement, which is effective January 1995, NEP's base rates will be frozen until 1997. Before this rate agreement, NEP's rate structure contained two surcharges which were recovering the costs of a coal conversion project and a portion of NEP's investment in the Seabrook 1 Nuclear Unit (Seabrook 1). Under the rate agreement, these two surcharges, which were due to expire in mid-1995, will be rolled into base rates. The agreement also provides for the costs resulting from the Manchester Street Station repowering project, which is expected to be completed in late 1995, to be included in rate base, without a rate increase (see "Liquidity and capital resources" section). In addition, the agreement allows NEP to recover approximately $50 million of deferred costs associated with terminated purchased power contracts and postretirement benefits other than pensions (PBOPs) over seven years. The agreement also provides for full current recovery of PBOP costs commencing in 1995. The agreement further provides for the recovery over three years of $27 million of costs related to the dismantling of a retired generating station and the replacement of a turbine rotor at one of NEP's generating units. The agreement also increases NEP's recovery of depreciation expense by approximately $8 million annually to recognize costs associated with the eventual dismantling of its Brayton Point and Salem Harbor generating plants. Under the agreement, approximately $15 million of the $38 million in Seabrook 1 costs due to be recovered in 1995 pursuant to a 1988 settlement agreement will be deferred and recovered in 1996. The agreement further allows for deferral of additional purchased power contract termination costs and any increases in nuclear decommissioning payments for recovery in future rates. Yankee Atomic Electric Company, of which NEP is a 30 percent owner, recently announced a new decommissioning cost estimate, which, if approved by the FERC, would increase annual billings to NEP by $11 million, beginning in late 1995 and ending in July 2000. The settlement rates provide for approximately $24 million in revenues in 1996 to complete the amortization of pre-1988 Seabrook 1 costs and the costs associated with the cancelled Seabrook 2 nuclear unit. To the extent the settlement rates stay in effect beyond 1996, the agreement provides that these revenues be applied first to accelerate recovery of deferred PBOP costs, and then to additional amortization of NEP's investment in the Millstone 3 nuclear unit. The FERC's approval of this rate agreement applies to all of NEP's customers except the Town of Norwood, Massachusetts and the Milford Power Limited Partnership (MPLP), who intervened in the rate case. A separate hearing will be conducted to determine the appropriate rate to charge these two parties, who represent less than 2 percent of NEP's sales. Retail rate activity In 1993, the Massachusetts Department of Public Utilities (MDPU) approved a rate agreement filed by Massachusetts Electric Company (Massachusetts Electric), the Massachusetts Attorney General, and two groups of large commercial and industrial customers. Under the agreement, effective December 1, 1993, Massachusetts Electric 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. Massachusetts Electric 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 Massachusetts Electric 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 (SEDs) was $4 million during 1994 but will increase in 1995 to approximately $10 million per year under the terms of the agreement. The agreement also resolved all rate recovery issues associated with environmental remediation costs of Massachusetts manufactured gas waste sites formerly owned by Massachusetts Electric and its affiliates, as well as certain other Massachusetts Electric environmental cleanup costs (see "Hazardous waste" section). Effective October 1992, the MDPU authorized a $45.6 million annual increase in rates for Massachusetts Electric. In July 1994, the Rhode Island Public Utilities Commission (RIPUC) approved a rate agreement between The Narragansett Electric Company (Narragansett) and the Rhode Island Division of Public Utilities and Carriers that provides for SEDs to large commercial and industrial customers under terms similar to the Massachusetts Electric program described above. The aggregate amount of Narragansett's discounts was $1.5 million in 1994 and is expected to be approximately $3 million per year thereafter. The agreement also provides for Narragansett to recognize unbilled revenues for accounting purposes. Unbilled revenues at December 31, 1993 of approximately $14 million are being amortized to income over a 21 month period that began in April 1994. Each of the NEES retail subsidiaries is likely to file a rate case with its respective state regulatory agency during 1995. Demand-side management The retail companies regularly file their demand-side management (DSM) programs with their respective regulatory agencies and have received approval to recover DSM program expenditures in rates on a current basis. These expenditures were $70 million, $62 million, and $58 million in 1994, 1993, and [GRAPH APPEARS HERE] 1992, respectively. Since 1990, the retail companies have been allowed to earn incentives based on the results of their DSM programs. The retail companies must be able to demonstrate the electricity savings produced by their DSM programs to their respective state regulatory agencies before incentives are recorded. The retail companies recorded before-tax incentives of $7.7 million, $7.3 million, and $10.5 million in 1994, 1993, and 1992, respectively. The retail companies have received regulatory orders that will give them the opportunity to continue to earn incentives based on 1995 DSM program results. [GRAPH APPEARS HERE] Operating revenue Operating revenue increased $9 million in 1994, primarily reflecting increased KWH sales and amortization of unbilled revenues by retail subsidiaries, partially offset by the temporary rate reduction at Massachusetts Electric. KWH sales billed to ultimate customers in 1994 increased by 1.6 percent over 1993, reflecting an improved economy. Operating revenue increased by $52 million in 1993, primarily due to increased KWH sales, retail rate increases, and beginning in the fourth quarter of 1993, the recognition by Massachusetts Electric of unbilled revenues. KWH sales billed to ultimate customers in 1993 increased 1.4 percent over 1992. More normal weather conditions in 1993 compared with 1992 were largely offset by the fact that 1992 included an extra day for leap year. Operating expenses Total operating expenses increased by $15 million in 1994 over 1993, reflecting increases in generating plant maintenance costs associated with overhauls of wholly-owned generating units in part to achieve compliance with the Clean Air Act. Operating expenses in 1994 also reflected cost increases in DSM, computer system development, pension and other retiree benefits, and general increases in other areas. These increases were partially offset by decreases in fuel and purchased power expense due to overhauls and refueling shutdowns of partially-owned nuclear power suppliers in 1993. In addition, 1993 operating expenses included a net amount of $30 million associated with an early retirement and special severance program and the establishment of additional gas waste reserves, partially offset by the effects of a rate settlement that allowed recovery of amounts previously charged to expense. Depreciation and amortization increased $4 million in 1994, reflecting increased amortization of the net investment in Seabrook 1, increased charges for dismantlement of a previously retired generating station, and depreciation of new plant expenditures. These increases were partially offset by decreased oil and gas amortization due to decreased production. Taxes charged to operations in 1994 increased by approximately $12 million, reflecting increased income taxes and municipal property taxes. Total operating expenses increased by $55 million in 1993, reflecting a $28 million charge associated with the early retirement offer referred to above, $10 million due to the adoption of two new accounting standards for postemployment benefits, increased computer systems development costs, and general increases in other areas. These increases were partially offset by a decrease in generating plant maintenance costs and reduced winter storm-related costs. Depreciation and amortization decreased $6 million in 1993, reflecting reduced amortization of oil and gas properties due to decreased production. NEP's expense also declined as a result of new lower depreciation rates established in its 1992 rate case. These decreases were partially offset by increased amortization of Seabrook 1 as part of NEP's 1988 rate settlement and increased depreciation on new plant expenditures. Taxes charged to operations in 1993 increased by approximately $17 million, reflecting higher municipal property taxes and increased income taxes, including the effects of the increase in the federal income tax rate in 1993 from 34 percent to 35 percent. Interest expense Interest expense decreased $6 million and $9 million in 1994 and 1993, respectively, due to significant refinancings of corporate debt at lower interest rates during 1993 and 1992. Allowance for funds used during construction (AFDC) AFDC increased in 1994 and 1993 by $11 million and $2 million, respectively, due to increased construction work in progress associated with the repowering of the Manchester Street Station (see "Liquidity and capital resources" section). Oil and gas operations New England Energy Incorporated (NEEI) participates in a rate-regulated domestic oil and gas exploration, development, and production program consisting of prospects acquired prior to December 31, 1983. NEEI is not acquiring any new prospects. Due to precipitate declines in oil and gas prices, NEEI has incurred operating losses since 1986, and expects to incur substantial additional losses in the future. These losses are being passed on to NEP under an intercompany pricing policy approved by the Securities and Exchange Commission. NEP is allowed to recover these losses from its customers under NEP's 1988 FERC rate settlement, which covered all costs incurred by or resulting from commitments made by NEEI through March 1, 1988. Other subsequent costs incurred by NEEI are subject to normal regulatory review. 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. NEES and/or its subsidiaries have been named as a potentially responsible party (PRP) by either the U.S. Environmental Protection Agency (EPA) or the Massachusetts Department of Environmental Protection for 22 sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against NEES and certain subsidiaries regarding hazardous waste cleanup. The most prevalent types of hazardous waste sites with which NEES and its subsidiaries have been associated are manufactured gas locations. (Until the early 1970s, NEES was a combined electric and gas holding company system.) NEES is aware of approximately 40 such locations (including seven of the 22 locations for which NEES companies are PRPs) mostly located in Massachusetts. NEES and its subsidiaries are currently aware of other sites, and may in the future become aware of additional sites, that they may be held responsible for remediating. NEES has been notified by the EPA that it is one of several PRPs for cleanup of the Pine Street Canal Superfund site in Burlington, Vermont, at which coal tar and other materials were deposited. Between 1931 and 1951, NEES and its predecessor owned all of the common stock of Green Mountain Power Corporation (GMP). Prior to, during, and after that time, gas was manufactured at the Pine Street Canal site by GMP. In 1989, NEES was one of 14 parties required to pay the EPA's past response costs related to this site. NEES remains a PRP for ongoing and future response costs. In November 1992, the EPA proposed a cleanup plan estimated by the EPA to cost $50 million. In June 1993, the EPA withdrew this cleanup plan in response to public concern about the plan and its cost. It is uncertain at this time what the cost of any ultimate cleanup plan will be or what NEES's share of such cost will be. In 1993, the MDPU approved a rate agreement filed by Massachusetts Electric (see "Retail 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 Massachusetts Electric'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 Massachusetts Electric and be recovered through rates over seven years. [GRAPH APPEARS HERE] [GRAPH APPEARS HERE] 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 NEES or its subsidiaries. Where appropriate, the NEES companies intend to seek recovery from their insurers and from other PRPs, but it is uncertain whether and to what extent such efforts would be successful. At December 31, 1994, NEES had total reserves for environmental response costs of $45 million and a related regulatory asset of $13 million. NEES 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 NEES subsidiaries 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 NEES companies believe that they currently have 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 NEES companies would be if this cause of action is recognized in the states in which NEES companies operate and in contexts other than condemnation cases. Bills have been introduced unsuccessfully in the past in the Rhode Island legislature to require that transmission lines be placed underground. 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. Clean air requirements Approximately 45 percent of NEP's electricity is produced at eight older thermal generating units in Massachusetts. Six are fueled by coal, one by oil, and one by oil and gas. The federal Clean Air Act requires significant reduction in utility sulfur dioxide (SO2) and nitrogen oxides (NOx) emissions that result from burning fossil fuels by the year 2000 to reduce acid rain and ground-level ozone (smog). NEP is reducing SO2 emissions under Phase 1 of the federal acid rain program that became effective in 1995. NEP is also subject to Massachusetts SO2 and NOx reduction regulations taking effect in 1995. The SO2 and NOx reductions that are being made to meet 1995 Phase 1 requirements have resulted in one-time operation and maintenance costs of $16 million and capital costs of $88 million through December 31, 1994. Additional expenditures in 1995 are expected to be less than $10 million and $30 million, respectively. Depending on fuel prices, NEP also expects to incur up to $5 million annually in increased costs to purchase cleaner fuels to meet SO2 emission reduction requirements. All eight of NEP's thermal units will be subject to Phase 2 of the federal and state acid rain regulations that become effective in 2000. NEP believes that the SO2 controls already installed for the 1995 requirements will satisfy the Phase 2 acid rain regulations. In connection with the federal ozone emission requirements, state environmental agencies in ozone non-attainment areas are developing a second phase of NOx reduction regulations that would have to be fully implemented by NEP no later than 1999. While the exact costs are not known, NEP estimates that the cost of implementing these regulations would not jeopardize continued operation of NEP's units. The generation of electricity from fossil fuel also emits trace amounts of certain hazardous air pollutants and fine particulates. An EPA study of utility hazardous air pollutant emissions will be completed in 1995. The study's conclusions could lead to new emission standards requiring costly controls or fuel restrictions on NEP plants. At this time, NEES and its subsidiaries cannot estimate the impact the findings of this research might have on NEP's operations. [GRAPH APPEARS HERE] Purchased power contract dispute In October 1994, NEP was sued by Milford Power Limited Partnership (MPLP), a venture of Enron Corporation and Jones Capital that owns a 149 megawatt (MW) gas-fired power plant in Milford, Massachusetts. NEP purchases 56 percent of the power output of the facility under a long-term contract with MPLP. The suit alleges that NEP has engaged in a scheme to cause MPLP and its power plant to fail and has prevented MPLP from finding a long-term buyer for the remainder of the facility's output. The complaint includes allegations that NEP has violated the Federal Racketeer Influenced and Corrupt Organizations Act, engaged in unfair or deceptive acts in trade or commerce, and breached contracts. MPLP seeks compensatory damages in an unspecified amount, as well as treble damages. NEP believes that the allegations of wrongdoing are without merit. NEP has filed counterclaims and crossclaims against MPLP, Enron Corporation, and Jones Capital, seeking monetary damages and termination of the purchased power contract. MPLP also intervened in NEP's rate filing (see "Wholesale rate activity" section). 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 NEES companies 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 the states serviced by the NEES companies, 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. In Massachusetts, 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. Also in Massachusetts, the MDPU initiated a proceeding in February 1995 regarding electric industry regulation and structure. In Rhode Island, the RIPUC 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. [GRAPH APPEARS HERE] 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 wholesale business unit has responded to increased competition by freezing base rates until at least 1997 (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 NEES's retail subsidiaries, to provide seven years notice before they may terminate the tariff. The retail business unit's response to competition includes the 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 retail companies' service territories, and development of new pricing and service options for customers. Additionally, more than 80 percent of the NEES companies' large commercial and industrial customers have signed service extension discount (SED)contracts providing for discounts and requiring three to five years notice before they may change electricity suppliers (see "Retail 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. 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 NEES companies, 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. [GRAPH APPEARS HERE] Liquidity and capital resources Capital requirements for 1994 and projections for 1995 are shown below: Year ended December 31 (millions of dollars)1994 1995 ---- ---- Cash expenditures for utility plant: Manchester Street repowering project $176 $125 All other 262 200 Oil and gas exploration and development 28 15 ---- ---- Total capital expenditures $466 $340 Maturing debt and prepayment requirements35 66 ---- ---- Total capital requirements $501 $406 Cash from utility operations after payment of dividends $285 $265 Cash from oil and gas operations 57 50 ---- ---- Total cash from operations after the payment of dividends $342 $315 The funds necessary for utility plant expenditures in 1994 were primarily provided by net cash from operating activities, after the payment of dividends, and the proceeds of short-term and long-term borrowings. The financing activities of the NEES subsidiaries for 1994 are summarized as follows: Long-term debt ---------------------------- (millions of dollars) Issues Retirements ------ ----------- NEP $28 Massachusetts Electric 36 Narragansett 33 Granite State Electric Company $ 1 Hydro-Transmission Companies 12 NEEI 22 ---- ---- $97 $35 Interest rates on the long-term debt issues shown above range from 6.91 percent to 8.85 percent. Internally generated funds are expected to meet approximately 75 percent of the 1995 capital expenditure requirements for utility plant. NEP and the retail subsidiaries have issued $56 million of long-term debt to date in 1995 at interest rates ranging from 7.79 percent to 8.45 percent. These companies plan to issue an additional $120 million of long-term debt later in 1995 to meet maturing long-term debt obligations, reduce short-term debt and fund capital expenditures. Net cash from operating activities provided all of the funds necessary for oil and gas expenditures. NEEI's 1994 oil and gas exploration and development costs included $10 million of capitalized interest costs. The NEES subsidiaries' major construction project is the repowering of Manchester Street Station, a 140 MW electric generating station in Providence, Rhode Island. Repowering will more than triple the power generation capacity of Manchester Street Station and substantially increase the plant's thermal efficiency. NEP owns a 90 percent interest and Narragansett owns a 10 percent interest in the Manchester Street Station. The total cost for the generating station, scheduled to be placed in service in late 1995, is estimated to be approximately $520 million including AFDC. At December 31, 1994, $298 million, including AFDC, had been spent on the generating station. In addition, related transmission improvements were placed in service in September 1994 at a cost of approximately $60 million. At December 31, 1994, NEES and its consolidated subsidiaries had lines of credit and standby bond purchase facilities with banks totaling $663 million. These lines and facilities were used at December 31, 1994 for $2 million of direct borrowings, and for liquidity support for $232 million of commercial paper borrowings and $342 million of NEP mortgage bonds in tax-exempt commercial paper mode. Fees are paid on the lines and facilities in lieu of compensating balances. New England Electric System and Subsidiaries Selected Financial Data Year ended December 31 (millions of dollars, except per share data) 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- Operating revenue: Electric sales (excluding fuel cost recovery)$1,518$1,488 $1,424 $1,358 $1,282 Fuel cost recovery 568 582 597 585 523 Other utility revenue 117 117 118 114 65 Oil and gas sales 40 47 43 37 39 ------ ------ ------ ------ ------ Total operating revenue$2,243 $2,234 $2,182 $2,094 $1,909 Net income $ 199 $ 190 $ 185 $ 180 $ 262* Average common shares outstanding (000's) 64,970 64,970 64,970 64,917 63,818 Per share data: Net income $3.07 $ 2.93 $ 2.85 $ 2.77 $ 4.11* Dividends declared $2.285 $ 2.22 $ 2.14 $ 2.07 $ 2.04 Return on average common equity 12.73% 12.64% 12.58% 12.64% 20.52%* Total assets $5,085 $4,796 $4,585 $4,450 $4,408 Capitalization: Common share equity $1,581 $1,530 $1,487 $1,441 $1,380 Minority interests 55 56 61 63 62 Cumulative preferred stock 147 147 162 162 162 Long-term debt 1,520 1,512 1,533 1,548 1,680 ------ ------ ------ ------ ------ Total capitalization $3,303 $3,245 $3,243 $3,214 $3,284 Sales billed to ultimate customers (millions of KWH)21,155 20,832 20,554 20,470 20,727 Cost per KWH to ultimate customers (cents) 9.29 9.50 9.43 8.99 8.27 System maximum demand (MW)4,385 4,081 3,964 4,250 4,059 Electric capability (MW net)-year end 5,533 5,362 5,479 5,645 5,627 Number of employees 4,990 4,969 5,415 5,533 5,666 Number of customers 1,300,1981,288,1841,277,281 1,257,2131,256,656 <FN> *1990 includes $1.80 per share, resulting from a rate settlement related to Seabrook 1. </FN> New England Electric System and Subsidiaries Statements of Consolidated Income Year ended December 31 (thousands of dollars, except per share data) 1994 1993 1992 ---------- ---------- ---------- Operating revenue: $2,243,029 $2,233,978 $2,181,676 Operating expenses: Fuel for generation 220,956 227,182 237,161 Purchased electric energy514,143 527,307 525,655 Other operation 494,741 492,079 423,330 Maintenance 161,473 146,219 162,974 Depreciation and amortization301,123 296,631 302,217 Taxes, other than income taxes125,840120,493 114,027 Income taxes 128,257 121,124 110,761 --------- --------- --------- Total operating expenses1,946,533 1,931,035 1,876,125 Operating income 296,496 302,943 305,551 Other income: Allowance for equity funds used during construction 10,169 3,795 2,732 Equity in income of generating companies 9,758 11,016 13,052 Other income (expense)-net(3,856) (1,154) 936 --------- ---------- --------- Operating and other income312,567 316,600 322,271 Interest: Interest on long-term debt93,500 100,777 114,182 Other interest 11,298 9,809 5,420 Allowance for borrowed funds used during construction (7,793) (2,816) (2,204) --------- --------- ---------- Total interest 97,005 107,770 117,398 Income after interest 215,562 208,830 204,873 Preferred dividends of subsidiaries 8,697 10,585 10,572 Minority interests 7,439 8,022 9,264 --------- --------- --------- Net income $199,426 $190,223 $185,037 Common shares outstanding64,969,65264,969,65264,969,652 Per share data: Net income $ 3.07 $ 2.93 $ 2.85 Dividends declared $ 2.285 $ 2.22 $ 2.14 Statements of Consolidated Retained Earnings Year ended December 31 (thousands of dollars) 1994 1993 1992 ---------- ---------- ---------- Retained earnings at beginning of year $ 728,075 $ 684,132 $ 638,130 Net income 199,426 190,223 185,037 Dividends declared on common shares (148,456) (144,233) (139,035) Premium on redemption of preferred stock of subsidiaries (2,047) ---------- --------- --------- Retained earnings at end of year $ 779,045 $ 728,075 $ 684,132 The accompanying notes are an integral part of these consolidated financial statements. New England Electric System and Subsidiaries Consolidated Balance Sheets At December 31 (thousands of dollars) 1994 1993 ---------- ---------- Assets Utility plant, at original cost $4,914,807 $4,661,612 Less accumulated provisions for depreciation and amortization 1,610,378 1,511,271 ---------- ---------- 3,304,429 3,150,341 Net investment in Seabrook 1 under rate settlement (Note C) 38,283 103,344 Construction work in progress 374,009 228,816 ---------- ---------- Net utility plant 3,716,721 3,482,501 Oil and gas properties, at full cost (Note A)1,248,3431,220,110 Less accumulated provision for amortization 964,069 884,837 ---------- ---------- Net oil and gas properties 284,274 335,273 Investments: Nuclear power companies, at equity (Note D) 46,349 46,342 Other subsidiaries, at equity 42,195 44,676 Other investments 50,895 28,836 ---------- ---------- Total investments 139,439 119,854 Current assets: Cash 3,047 2,876 Accounts receivable, less reserves of $15,095 and $14,551 295,627 275,020 Unbilled revenues (Note A) 55,900 43,400 Fuel, materials, and supplies, at average cost94,431 74,314 Prepaid and other current assets 76,718 69,004 ---------- ---------- Total current assets 525,723 464,614 Accrued Yankee Atomic costs (Note D) 122,452 103,501 Deferred charges and other assets (Note A) 296,232 290,135 ---------- ---------- $5,084,841 $4,795,878 ========== ========== Capitalization and liabilities Capitalization (see accompanying statements): Common share equity $1,580,838 $1,529,868 Minority interests in consolidated subsidiaries55,066 55,855 Cumulative preferred stock of subsidiaries 147,016 147,528 Long-term debt 1,520,488 1,511,589 ---------- ---------- Total capitalization 3,303,408 3,244,840 Current liabilities: Long-term debt due within one year 65,920 12,920 Short-term debt 233,970 71,775 Accounts payable 168,937 128,342 Accrued taxes 11,002 10,332 Accrued interest 25,193 23,278 Dividends payable 37,154 36,950 Other current liabilities (Note A) 93,251 153,812 ---------- ---------- Total current liabilities 635,427 437,409 Deferred federal and state income taxes 751,855 705,026 Unamortized investment tax credits 94,930 99,355 Accrued Yankee Atomic costs (Note D) 122,452 103,501 Other reserves and deferred credits 176,769 205,747 Commitments and contingencies (Note E) ---------- ---------- $5,084,841 $4,795,878 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. New England Electric System and Subsidiaries Consolidated Statements of Cash Flows Year ended December 31 (thousands of dollars) 1994 1993 1992 --------- --------- --------- Operating activities Net income $ 199,426 $ 190,223 $ 185,037 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 305,908 300,444 305,046 Deferred income taxes and investment tax credits-net 41,741 4,105 11,163 Allowance for funds used during construction (17,962) (6,611) (4,936) Amortization of unbilled revenues(38,458) (2,700) Minority interests 7,439 8,022 9,264 Early retirement program 23,922 Decrease (increase) in accounts receivable, net and unbilled revenues (33,107) (27,503) (27,157) Decrease (increase) in fuel, materials, and supplies (20,117) 13,786 (8,590) Decrease (increase) in prepaid and other current assets (7,714) 5,904 (64,858) Increase (decrease) in accounts payable 40,595 (42,967) 34,623 Increase (decrease) in other current liabilities (25,676) 64,658 (2,447) Other, net (34,109) (32,632) (2,146) --------- --------- -------- Net cash provided by operating activities $ 417,966 $ 498,651 $ 434,999 Investing activities Plant expenditures, excluding allowance for funds used during construction $(438,016) $(304,659) $(241,872) Oil and gas exploration and development (28,233) (18,965) (21,262) Other investing activities (18,830) (107) 2,388 --------- --------- --------- Net cash used in investing activities $(485,079) $(323,731) $(260,746) Financing activities Dividends paid to minority interests$ (8,416)$ (10,622)$ (15,939) Dividends paid on NEES common shares(148,063)(142,352)(140,174) Short-term debt 162,195 29,525 42,250 Long-term debt-issues 97,000 372,500 477,500 Long-term debt-retirements (34,920) (395,820) (585,120) Preferred stock-issues 55,000 Preferred stock-retirements (512) (70,000) Premium on reacquisition of long-term debt (10,996) (16,135) Premium on redemption of preferred stock (2,047) --------- --------- --------- Net cash provided by (used in) financing activities $ 67,284 $(174,812) $(237,618) Net increase (decrease) in cash and cash equivalents $ 171 $ 108 $ (63,365) Cash and cash equivalents at beginning of year 2,876 2,768 66,133 --------- --------- --------- Cash and cash equivalents at end of year $ 3,047 $ 2,876 $ 2,768 Supplementary information Interest paid less amounts capitalized$ 90,500$ 97,518$ 119,146 Federal and state income taxes paid$ 114,597$ 124,853$ 99,935 Dividends received from investments at equity $ 15,350 $ 14,404 $ 18,405 The accompanying notes are an integral part of these consolidated financial statements. New England Electric System and Subsidiaries Consolidated Statements of Capitalization At December 31 (thousands of dollars) 1994 1993 ---------- ---------- Common share equity Common shares, par value $1 per share Authorized-150,000,000 shares Outstanding-64,969,652 shares $ 64,970 $ 64,970 Paid-in capital 736,823 736,823 Retained earnings 779,045 728,075 ---------- ---------- Total common share equity $1,580,838 $1,529,868 Cumulative preferred stock of Shares outstanding subsidiaries 1994 1993 1994 1993 --------- --------- -------- -------- $100 Par value- 4.44% to 4.76% 430,140 430,140 $ 43,014 $ 43,014 6.00% to 7.24% 525,020 530,140 52,502 53,014 $50 Par value- 4.50% to 6.95% 730,000 730,000 36,500 36,500 $25 Par value- 6.84% 600,000 600,000 15,000 15,000 --------- --------- -------- -------- Total cumulative preferred stock of subsidiaries (annual dividend requirement of $8,690 for 1994 and $8,720 for 1993) 2,285,160 2,290,280 $147,016 $147,528 Long-term debt (Note H) Maturity Rate 1994 1993 ------------------------------------- -------- Mortgage bonds* 1995 through 19994.730%-8.280%$ 203,500$ 187,500 2000 through 20046.240%-8.520%187,500 152,500 2005 through 20146.110%-6.660%35,000 35,000 2015 through 20247.050%-9.125%422,550 376,550 2018 through 2022 Variable342,000 342,000 Notes Granite State Electric Company1996 through 20237.370%-12.550%14,40015,800 New England Energy Incorporated 1998 Variable216,000238,000 Hydro-Transmission Companies2001 through 20158.820%-9.410%171,050 182,570 Unamortized discounts and premiums, net (5,592) (5,411) ------------------- Total long-term debt 1,586,4081,524,509 Long-term debt due in one year (65,920) (12,920) ------------------- $1,520,488$1,511,589 <FN> *Includes $382,350 issued to secure tax-exempt pollution control and solid waste disposal revenue bonds issued by state agencies on behalf of New England Power Company. </FN> The accompanying notes are an integral part of these consolidated financial statements. New England Electric System and Subsidiaries Notes to Consolidated Financial Statements Note A - Significant accounting policies 1.Basis of consolidation and system of accounts The consolidated financial statements include the accounts of New England Electric System (NEES) and all subsidiaries except New England Electric Transmission Corporation, which is recorded at equity. Presentation of this subsidiary on the equity basis is not material to the consolidated financial statements. New England Power Company (NEP) has a minority interest in four regional nuclear generating companies (Yankees). Narragansett Energy Resources Company (Resources) has a 20 percent general partnership interest in the Ocean State Power (OSP) generating facility. NEP and Resources account for these ownership interests on the equity method. NEES owns 50.4 percent of the outstanding common stock of both New England Hydro-Transmission Electric Company, Inc. and New England Hydro-Transmission Corporation (Hydro-Transmission companies). The consolidated financial statements include 100 percent of the assets, liabilities, and earnings of the Hydro-Transmission companies. Since NEES is the majority stockholder in these companies, the ownership interests of the other stockholders are called minority interests and have been separately disclosed on the NEES consolidated income statements and balance sheets. The "Minority interests" line on the statements of consolidated income includes the minority interests' portion of the net earnings of the Hydro-Transmission companies. NEP is also a 12 percent and 10 percent joint owner, respectively, of the Millstone 3 and Seabrook 1 nuclear generating units, each 1,150 megawatts (MW). NEP's net investment in Millstone 3, included in net utility plant, is approximately $400 million. (See Note C for a discussion of Seabrook 1.) NEP's share of the related expenses for these units is included in "Operating expenses". The accounts of NEES and its utility subsidiaries are maintained in accordance with the Uniform System of Accounts prescribed by regulatory bodies having jurisdiction. All significant intercompany transactions between consolidated subsidiaries have been eliminated. 2.Electric sales revenue Massachusetts Electric Company (Massachusetts Electric) and The Narragansett Electric Company (Narragansett), pursuant to rate agreements that went into effect in 1993 and 1994, respectively, began accruing revenues for electricity delivered but not yet billed. Unbilled revenues at December 31, 1994 and 1993 were $56 million and $43 million, respectively, of which, $37 million and $11 million were recognized in income in 1994 and the fourth quarter of 1993, respectively. The remainder of $8 million at December 31, 1994 has been deferred for recognition monthly through December 1995. Accrued revenues are also recorded in accordance with rate adjustment mechanisms. 3.Allowance for funds used during construction (AFDC) The utility subsidiaries capitalize AFDC as part of construction costs. AFDC represents the composite interest and equity costs of capital funds used to finance that portion of construction costs not eligible for inclusion in rate base. In 1994, an average of $30 million of construction work in progress was included in rate base, all of which was attributable to the Manchester Street Station repowering project. AFDC is capitalized in "Utility plant" with offsetting non-cash credits to "Other income" and "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 7.6 percent, 7.4 percent, and 8.6 percent, in 1994, 1993, and 1992, respectively. 4.Depreciation and amortization The depreciation and amortization expense included in the statements of consolidated income is composed of the following: Year ended December 31 (thousands of dollars) 1994 1993 1992 ---------------- -------- Depreciation $136,746$127,428 $130,655 Nuclear decommissioning costs (Note A-5) 1,951 1,951 1,890 Amortization: Oil and gas properties (Note A-6) 79,232 90,399 99,687 Investment in Seabrook 1 nuclear unit under rate settlement (Note C) 65,061 58,437 52,443 Oil Conservation Adjustment 11,854 12,137 11,263 Property losses 6,279 6,279 6,279 ---------------- -------- Total depreciation and amortization expense$301,123$296,631$302,217 Depreciation is provided annually on a straight-line basis. The provision for depreciation as a percentage of weighted average depreciable property was 3.1 percent in 1994, 3.0 percent in 1993, and 3.2 percent in 1992. The Oil Conservation Adjustment is designed to recover expenditures for coal conversion facilities at NEP's Salem Harbor Station by 1995. At December 31, 1994, such unamortized coal conversion costs included in utility plant were $4,467,000. 5.Nuclear plant decommissioning and nuclear fuel disposal NEP is recovering its share of projected decommissioning costs for Millstone 3 and Seabrook 1 through depreciation expense. NEP records decommissioning cost expense on its books consistent with its rate recovery. In addition, NEP is paying its portion of projected decommissioning costs for all of the Yankees through purchased power expense. Such costs reflect estimates of total decommissioning costs approved by the Federal Energy Regulatory Commission (FERC). Each of the operating nuclear units in which NEP has an ownership interest has established decommissioning trust funds or escrow funds into which payments are being made to meet the projected costs of decommissioning its plant. If any of the units were shut down prior to the end of their operating licenses, the funds collected for decommissioning to that point would be insufficient. Listed below is information on each nuclear plant in which NEP has an ownership interest. (See Note D for a discussion of Yankee Atomic Nuclear Power Station decommissioning.) NEP's share of (millions of dollars) --------------------------------------------------- Estimated Ownership Decommissioning Fund License Unit Interest Cost (in 1994 $)Balances**Expiration - ---------------------------------------------------------------- Connecticut Yankee 15% 53 22 2007 Maine Yankee*** 20% 66 22 2008 Vermont Yankee 20% 66 23 2012 Millstone 3* 12% 53 11 2025 Seabrook 1* 10% 36 4 2026 *Fund balances are included in "Other investments" on the balance sheet and approximate market value. **Certain additional amounts are anticipated to be available through tax deductions. ***A Maine statute provides that if both Maine Yankee and its decommissioning trust fund have insufficient assets to pay for the plant decommissioning, the owners of Maine Yankee are jointly and severally liable for the shortfall. In accordance with its recent rate agreement which became effective in 1995, NEP is allowed to defer for later recovery any increases in decommissioning payments over the level included in rates until its next rate filing becomes effective. There is no assurance that decommissioning costs actually incurred by the Yankees, Millstone 3, or Seabrook 1 will not substantially exceed these amounts. For example, decommissioning cost estimates assume the availability of permanent repositories for both low-level and high-level nuclear waste which do not currently exist. The Nuclear Waste Policy Act of 1982 establishes that the federal government is responsible for the disposal of spent nuclear fuel. The federal government requires NEP to pay a fee based on its share of the net generation from the Millstone 3 and Seabrook 1 nuclear units. NEP is recovering this fee through its fuel clause. Similar costs are incurred by Connecticut Yankee, Maine Yankee, and Vermont Yankee. These costs are billed to NEP and recovered from customers through NEP's fuel clause. 6.Oil and gas operations New England Energy Incorporated (NEEI) participates in a rate-regulated domestic oil and gas exploration, development, and production program through a partnership with a non-affiliated oil company. This program consists of prospects acquired prior to December 31, 1983. No new prospects will be acquired under this program. However, NEEI continues to incur costs in connection with existing prospects. Savings and losses from this program are being passed on to NEP and ultimately to retail customers, under an intercompany pricing policy (Pricing Policy) approved by the Securities and Exchange Commission (SEC). NEEI has incurred operating losses since 1986 due to precipitate declines in oil and gas prices, and expects to incur substantial additional losses in the future. Such losses were $40 million, $46 million, and $55 million in 1994, 1993, and 1992, respectively. NEP's ability to pass these losses on to its customers was favorably resolved in NEP's 1988 FERC rate settlement. This settlement covered all costs incurred by or resulting from commitments made by NEEI through March 1, 1988. Other subsequent costs incurred by NEEI are subject to normal regulatory review. NEEI follows the full cost method of accounting for its oil and gas operations, under which capitalized costs (including interest paid to banks) relating to wells and leases determined to be either commercial or non-commercial are amortized using the unit of production method. The Pricing Policy has allowed NEEI to capitalize all costs incurred in connection with fuel exploration activities of its rate-regulated program, including interest paid to banks of which $10 million, $9 million, and $14 million was capitalized in 1994, 1993, and 1992, respectively. In the absence of the Pricing Policy, the SEC's full cost "ceiling test" rule requires non-rate-regulated companies to write down capitalized costs to a level which approximates the present value of their proved oil and gas reserves. Based on NEEI's 1994 average oil and gas selling prices and NEEI's proved reserves at December 31, 1994, application of the ceiling test would have resulted in a write-down of approximately $120 million after tax. 7.Cash NEES and its subsidiaries classify short-term investments with a 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. 8.Deferred charges and other assets The components of deferred charges and other assets are as follows: At December 31 (thousands of dollars) 1994 1993 ---------- ---------- Regulatory assets: Unamortized losses on reacquired debt $ 56,249 $ 60,333 Deferred SFAS No. 106 costs (see Note F-2)41,009 24,563 Deferred SFAS No. 109 costs (see Note B)74,423 73,760 Purchased power termination costs 29,012 28,400 Deferred gas pipeline charges (see Note E-2)37,562 13,187 Environmental response costs (see Note E-3)13,167 18,752 Deferred storm costs 10,822 14,774 Unamortized property losses 7,373 12,745 Other 5,111 11,892 -------- -------- 274,728 258,406 Other deferred charges and other assets: Intangible asset-pensions (see Note F-1) 4,749 15,103 Other 16,755 16,626 -------- -------- $296,232 $290,135 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 NEES companies, 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 $150 million of the regulatory assets at December 31, 1994 listed above are expected to be recovered within 10 years, with the majority of the remaining balance to be recovered within the following 20 years. The only items for which the majority of the balance shown above will not be recovered within the next 10 years are the deferred SFAS No. 109 costs and the deferred gas pipeline charges. 9.Other current liabilities The components of other current liabilities are as follows: At December 31 (thousands of dollars) 1994 1993 ---------- ---------- Accrued wages and benefits $26,035 $ 39,756 Deferred unbilled revenues 8,209 32,300 Rate adjustment mechanisms 31,311 31,237 Accrued purchased power termination costs 21,900 Customer deposits 10,951 12,336 Other 16,745 16,283 ------- -------- $93,251 $153,812 Note B - Income taxes Total income taxes in the statements of consolidated income are as follows: Year ended December 31 (thousands of dollars) 1994 1993 1992 ---------------- -------- Income taxes charged to operations $128,257$121,124 $110,761 Income taxes charged to "Other income" 779 3,147 3,192 ---------------- -------- Total income taxes $129,036$124,271 $113,953 Total income taxes, as shown above, consist of the following components: Year ended December 31 (thousands of dollars) 1994 1993 1992 -------- ---------------- Current income taxes $ 87,295$120,167 $102,790 Deferred income taxes 46,166 7,756 13,475 Investment tax credits-net (4,425) (3,652) (2,312) ---------------- -------- Total income taxes $129,036$124,271 $113,953 Total income taxes, as shown above, consist of federal and state components as follows: Year ended December 31 (thousands of dollars) 1994 1993 1992 -------- ---------------- Federal income taxes $104,136$ 98,529 $ 92,647 State income taxes 24,900 25,742 21,306 ---------------- -------- Total income taxes $129,036$124,271 $113,953 Investment tax credits of subsidiaries 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. With regulatory approval, the subsidiaries have adopted comprehensive interperiod tax allocation (normalization) for temporary book/tax differences. 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 (thousands of dollars) 1994 1993 1992 -------- ---------------- Computed tax at statutory rate $118,006$113,778 $105,251 Increases (reductions) in tax resulting from: Reversal of deferred taxes recorded at a higher rate (4,230) (5,099) (7,175) Amortization of investment tax credits (5,272) (4,697) (5,384) State income tax, net of federal income tax benefit 16,185 16,732 14,062 All other differences 4,347 3,557 7,199 ---------------- -------- Total income taxes $129,036$124,271 $113,953 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 (millions of dollars) 1994 1993 ---------- ---------- Deferred tax asset: Plant related $ 107 $ 99 Investment tax credits 38 40 All other 108 129 ------ ------ 253 268 Deferred tax liability: Plant related (777) (758) Equity AFDC (52) (57) All other (176) (158) ------ ------ (1,005) (973) ------ ------ Net deferred tax liability $ (752) $ (705) There were no valuation allowances for deferred tax assets deemed necessary. The deferred taxes resulting from timing differences which appear on the income statement in 1992 (prior to the adoption of SFAS No. 109 in 1993) primarily include deferred income taxes of $29 million related to utility plant and $17 million in connection with postretirement benefits, partially offset by deferred tax credits of $31 million associated with oil and gas operations. Federal income tax returns for NEES and its subsidiaries have been examined and reported on by the Internal Revenue Service through 1991. Note C - Seabrook Nuclear Unit 1 (Seabrook 1) NEP owns approximately 10 percent of Seabrook 1, a 1,150 MW nuclear generating unit that entered commercial service in 1990. NEP's rate recovery of its investment in Seabrook 1 was resolved through two separate rate settlement agreements. NEP's pre-1988 investment was being recovered in rates over a period of seven and one-half years ending in mid-1995. Under NEP's rate agreement, that was recently approved by the FERC, approximately $15 million of the $38 million in Seabrook 1 costs due to be recovered in 1995 pursuant to a 1988 settlement agreement will be deferred and recovered in 1996. This investment, net of amortization, is shown on a separate line on the consolidated balance sheets. NEP's net investment in Seabrook 1 since January 1, 1988, which amounts to approximately $43 million at December 31, 1994, is included under the caption "Utility plant" on the consolidated balance sheet and is being recovered over 37 years. Note D - Yankee Atomic Nuclear Power Station NEP has a 30 percent ownership interest in Yankee Atomic Electric Company (Yankee Atomic), which owns a 185 MW nuclear generating station in Rowe, Massachusetts. The station began commercial service in 1960. At December 31, 1994, NEP's investment in Yankee Atomic was approximately $7 million. In February 1992, the Yankee Atomic board of directors decided to permanently cease power operation of, and in time decommission, the facility. In March 1993, the FERC approved a settlement agreement that allows Yankee Atomic to recover all but $3 million of its approximately $50 million remaining investment in the plant over the period extending to July 2000, when the plant's Nuclear Regulatory Commission (NRC) operating license would have expired. Yankee Atomic recorded the $3 million before-tax write-down in 1992. The settlement agreement also allows Yankee Atomic to earn a return on the unrecovered balance during the recovery period and to recover other costs, including an increased level of decommissioning costs, over this same period. Decommissioning cost recovery increased from $6 million per year to $27 million per year for the period 1993 to 1995. In the fourth quarter of 1994, Yankee announced a new decommissioning cost estimate that, subject to approval by the FERC, would increase billings to NEP by an additional $11 million per year through July 2000. NEP has recorded an estimate of its entire future payment obligations to Yankee Atomic as a liability on its balance sheet and an offsetting regulatory asset reflecting its expected future rate recovery of such costs. This liability and related regulatory asset amounted to approximately $122 million each at December 31, 1994, and are included on separate lines in the consolidated balance sheet. Note E - Commitments and contingencies 1. Plant expenditures The NEES subsidiaries' utility plant expenditures are estimated to be $325 million in 1995. At December 31, 1994, substantial commitments had been made relative to future planned expenditures. 2. Natural gas pipeline capacity In connection with NEP's efforts to reduce sulfur dioxide emissions and repower generating units, NEP has signed several contracts for natural gas pipeline capacity and gas supply. These agreements require minimum fixed payments. NEP's minimum net payments are currently estimated to be approximately $65 million in 1995 and $70 million per year during 1996 to 1999. As part of a rate settlement, NEP is recovering 50 percent of the fixed pipeline capacity payments through its current fuel clause and deferring the recovery of the remaining 50 percent until the Manchester Street repowering project is completed. NEP has deferred payments of approximately $38 million as of December 31, 1994 (see Note A-8). NEP has been using a portion of this capacity to sell natural gas, the proceeds from which have been passed to customers through NEP's fuel clause. 3. 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. NEES and/or its subsidiaries have been named as a potentially responsible party (PRP) by either the U.S. Environmental Protection Agency (EPA) or the Massachusetts Department of Environmental Protection for 22 sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against NEES and certain subsidiaries regarding hazardous waste cleanup. The most prevalent types of hazardous waste sites with which NEES and its subsidiaries have been associated are manufactured gas locations. (Until the early 1970s, NEES was a combined electric and gas holding company system.) NEES is aware of approximately 40 such locations (including seven of the 22 locations for which NEES companies are PRPs) mostly located in Massachusetts. NEES and its subsidiaries are currently aware of other sites, and may in the future become aware of additional sites, that they may be held responsible for remediating. NEES has been notified by the EPA that it is one of several PRPs for cleanup of the Pine Street Canal Superfund site in Burlington, Vermont, at which coal tar and other materials were deposited. Between 1931 and 1951, NEES and its predecessor owned all of the common stock of Green Mountain Power Corporation (GMP). Prior to, during, and after that time, gas was manufactured at the Pine Street Canal site by GMP. In 1989, NEES was one of 14 parties required to pay the EPA's past response costs related to this site. NEES remains a PRP for ongoing and future response costs. In November 1992, the EPA proposed a cleanup plan estimated by the EPA to cost $50 million. In June 1993, the EPA withdrew this cleanup plan in response to public concern about the plan and its cost. It is uncertain at this time what the cost of any ultimate cleanup plan will be or what NEES's share of such costs will be. In 1993, the Massachusetts Department of Public Utilities approved a rate agreement filed by Massachusetts Electric 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 Massachusetts Electric'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 Massachusetts Electric and be recovered through rates over seven years. The resolution of the issue of rate recovery resulted in a one-time increase to fourth quarter 1993 earnings of $11 million due to the reversal of a portion of previously established hazardous waste reserves. 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 NEES or its subsidiaries. Where appropriate, the NEES companies intend to seek recovery from their insurers and from other PRPs, but it is uncertain whether and to what extent such efforts would be successful. At December 31, 1994, NEES had total reserves for environmental response costs of $45 million and a related regulatory asset of $13 million. NEES 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. 4. Nuclear insurance The Price-Anderson Act limits the amount of liability claims that would have to be paid in the event of a single incident at a nuclear plant to $8.9 billion (based upon 110 licensed reactors). The maximum amount of commercially available insurance coverage to pay such claims is only $200 million. The remaining $8.7 billion would be provided by an assessment of up to $79.3 million per incident levied on each of the nuclear units in the United States, subject to a maximum assessment of $10 million per incident per nuclear unit in any year. The maximum assessment, which was most recently calculated in 1993, is to be adjusted at least every five years to reflect inflationary changes. NEP's current interest in the Yankees (excluding Yankee Atomic), Millstone 3, and Seabrook 1 would subject NEP to a $58.0 million maximum assessment per incident. NEP's payment of any such assessment would be limited to a maximum of $7.3 million per incident per year. As a result of the permanent cessation of power operation of the Yankee Atomic plant, Yankee Atomic has received from the NRC a partial exemption from obligations under the Price-Anderson Act. However, Yankee Atomic must continue to maintain $100 million of commercially available nuclear insurance coverage. Each of the nuclear units in which NEP has an ownership interest also carries nuclear insurance to cover the costs of property damage, decontamination or premature decommissioning and workers' claims resulting from a nuclear incident. These policies may require additional premium assessments if losses relating to nuclear incidents at units covered by this insurance occurring in a prior six year period exceed the accumulated funds available. NEP's maximum potential exposure for these assessments, either directly, or indirectly through purchased power payments to the Yankees, is approximately $17 million per year. 5. Long-term contracts for the purchase of electricity NEP purchases a portion of its electricity requirements pursuant to long-term contracts with owners of various generating units. These contracts expire in various years from 1995 to 2029. Certain of these contracts require NEP to make minimum fixed payments, even when the supplier is unable to deliver power, to cover NEP's proportionate share of the capital and fixed operating costs of these generating units. The majority of the payments under these contracts are to the Yankees (excluding Yankee Atomic-see Note D) and OSP, entities in which NEES subsidiaries hold ownership interests. The fixed portion of payments under these contracts totaled $190 million in 1994 and $220 million in 1993 and 1992. These contracts have minimum fixed payment requirements of $215 million in 1995, $195 million in 1996, $190 million in 1997 and 1998, $185 million in 1999, and approximately $2 billion thereafter. NEP's other contracts, principally with non-utility generators, require NEP to make payments only if power supply capacity and energy are deliverable from such suppliers. NEP's payments under these contracts amounted to $210 million in 1994 and 1993 and $200 million in 1992. 6. Purchased power contract dispute In October 1994, NEP was sued by Milford Power Limited Partnership (MPLP), a venture of Enron Corporation and Jones Capital that owns a 149 MW gas-fired power plant in Milford, Massachusetts. NEP purchases 56 percent of the power output of the facility under a long-term contract with MPLP. The suit alleges that NEP has engaged in a scheme to cause MPLP and its power plant to fail and has prevented MPLP from finding a long-term buyer for the remainder of the facility's output. The complaint includes allegations that NEP has violated the Federal Racketeer Influenced and Corrupt Organizations Act, engaged in unfair or deceptive acts in trade or commerce, and breached contracts. MPLP seeks compensatory damages in an unspecified amount, as well as treble damages. NEP believes that the allegations of wrongdoing are without merit. NEP has filed counterclaims and crossclaims against MPLP, Enron Corporation, and Jones Capital, seeking monetary damages and termination of the purchased power contract. MPLP also intervened in a recent NEP rate filing. Note F - Employee benefits 1.Pension plans The NEES companies' retirement plans are noncontributory defined-benefit plans covering substantially all employees. The plans provide pension benefits based on the employee's compensation during the five years before retirement. The NEES companies' 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 (thousands of dollars) 1994 1993 1992 -------- ---------------- Service cost-benefits earned during the period$13,715$11,160$10,984 Plus (less): Interest cost on projected benefit obligation49,06749,34646,171 Return on plan assets at expected long-term rate (47,281)(45,032) (43,877) Amortization 5,781 1,364 1,239 ------- ------- ------- Net pension cost $21,282 $16,838 $14,517 Assumptions used to determine pension cost were: 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 assets8.75%8.75% 9.00% ------- ------- ------- Actual return on plan assets $ 4,384 $69,208 $38,489 Service cost for 1993 does not reflect costs incurred in connection with an early retirement program offered by the NEES subsidiaries in that year (see Note F-3). The following table sets forth the plans' funded status at December 31 (millions of dollars): ------------------------------------------------------------ Retirement Plans ------------------------------------------------------------ 1994 1993 ---------------------------------------------------------- Union Non-Union Supple- Union Non-unionSupple- Employee Employee mental EmployeeEmployee mental Plans Plans Plans Plans Plans Plans -------- -------- ------- ---------------- ------- Benefits earned Actuarial present value of accumulated benefit liability: Vested $251 $308 $38 $251 $333 $40 Non-vested 8 9 - 20 6 - ---- ---- ---- ---- ---- ---- Total $259 $317 $38 $271 $339 $40 Reconciliation of funded status Actuarial present value of projected benefit liability$303 $355 $44 $310 $383 $44 Unrecognized prior service costs(8) (4) (5) (8) (6) (4) SFAS No. 87 transition liability not yet recognized (amortized)- (1) (5) - (1) (5) Net gain (loss) not yet recognized (amortized) (13) (33) 2 (11) (45) (2) Additional minimum liability recognized - - 5 - 8 7 ----- ----- ----- ----- ----- ----- 282 317 41 291 339 40 Pension fund assets at fair value293 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) $41 $ 3 $ 21 $40 The assumed discount rate and the assumed average rate of increase in future compensation levels used to calculate pension cost changed effective January 1, 1995 to 8.25 percent and 4.63 percent, respectively. The expected long-term rate of return on assets used to calculate pension cost was not changed from the level shown in the table above. The plans' funded status at December 31, 1994 was calculated using these revised rates. Plan assets are composed primarily of corporate equity, guaranteed investment contracts, debt securities, and cash equivalents. 2.Postretirement benefit plans other than pensions In 1993, SFAS No. 106, "Employer's Accounting for Postretirement Benefits Other than Pensions" (PBOPs) went into effect. The NEES subsidiaries provide health care and life insurance coverage to eligible retired employees. Eligibility is based on certain age and length of service requirements and in some cases retirees must contribute to the cost of their coverage. The total cost of PBOPs for 1994 and 1993 includes the following components: Year ended December 31 (thousands of dollars) 1994 1993 ---------- ---------- Service cost-benefits earned during the period$ 8,575 $ 8,160 Plus (less): Interest cost on the accumulated benefit obligation 27,813 30,457 Return on plan assets at expected long-term rate (7,821) (5,089) Amortization 18,273 18,418 ------- ------- Net postretirement benefit cost $46,840 $51,946 ------- ------- Actual return on plan assets $ 185 $ 5,249 The following table sets forth benefits earned and the plans' funded status: At December 31 (millions of dollars) 1994 1993 ---------- ---------- Accumulated postretirement benefit obligation: Retirees $226 $249 Fully eligible active plan participants 42 23 Other active plan participants 95 130 ----- ----- Total benefits earned 363 402 Unrecognized transition obligation (331) (350) Net gain (loss) not yet recognized 43 (7) ----- ----- 75 45 Plan assets at fair value 109 86 Prepaid postretirement benefit costs recorded on books $ 34 $ 41 1995 1994 1993 ------ ------ ------ Assumptions 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% 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 $54 million and the net periodic cost for the year 1994 by approximately $7 million. The NEES subsidiaries fund the annual tax deductible contributions. Plan assets are invested in equity and debt securities and cash equivalents. Prior to 1993, NEES subsidiaries recorded the cost of PBOPs when paid. These costs amounted to approximately $13 million in 1992. Each of the NEES subsidiaries has been permitted to recover amounts on either a current and/or deferred basis, which are expected to at least equal the amounts calculated in accordance with this new accounting standard. Adoption of this new accounting standard did not have a significant impact on net income. 3.1993 Early retirement and special severance programs In February 1993, NEES subsidiary companies 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 344 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. NEES subsidiaries recorded in the first quarter a one-time charge to 1993 earnings of approximately $18 million, after tax ($28 million, before tax), to reflect the cost of the early retirement and special severance programs which consisted principally of pension benefits. Note G - Short-term borrowings At December 31, 1994, NEES and its consolidated subsidiaries had lines of credit and standby bond purchase facilities with banks totaling $663 million. These lines and facilities were used at December 31, 1994 for $2 million of direct borrowings, and for liquidity support for $232 million of commercial paper borrowings and $342 million of NEP mortgage bonds in tax-exempt commercial paper mode (see Note H). Fees are paid on the lines and facilities in lieu of compensating balances. The weighted average rate on outstanding short-term borrowings was 6.1 percent at December 31, 1994. The fair value of the NEES subsidiaries' short-term debt equals carrying value. Note H - Long-term debt Substantially all the properties of NEP, Massachusetts Electric, and Narragansett are subject to the lien of mortgage indentures under which mortgage bonds have been issued. The aggregate payments to retire maturing long-term debt are as follows: (thousands of dollars) 1995 1996 1997 1998 1999 ------- --------------- -------- ------- Maturing long-term debt $35,000$10,000 $ 65,500$ 60,000 $33,000 Mandatory prepayments: Hydro-Transmission Companies11,52011,520 11,520 11,520 11,520 Granite State Electric Company3,4001,000 NEEI 16,000 75,000 75,000 50,000 -------------- ---------------- ------- Total $65,920$97,520 $152,020$121,520 $44,520 The terms of $342 million of variable rate pollution control revenue bonds collateralized by NEP mortgage bonds require NEP to reacquire the bonds under certain limited circumstances. At December 31, 1994, interest rates on NEP's variable rate bonds ranged from 3.30 percent to 5.60 percent. Also, at December 31, 1994, interest rates on NEEI's debt ranged from 5.94 percent to 7.00 percent. NEP and the retail subsidiaries have issued $56 million of long-term debt to date in 1995 at interest rates ranging from 7.79 percent to 8.45 percent. At December 31, 1994, the NEES subsidiaries' long-term debt had a carrying value of approximately $1,586,000,000 and had a fair value of approximately $1,555,000,000. To estimate fair value, the carrying amount was used for debt that reprices frequently at market rates because the carrying amount is a reasonable estimate of fair value. For all other debt, the fair market value of the NEES subsidiaries' long-term debt was estimated based on the quoted prices for similar issues or on the current rates offered to the NEES companies for debt of the same remaining maturity. Report of Management The management of New England Electric System is responsible for the integrity of the consolidated financial statements included in this annual report. The financial statements were prepared in accordance with generally accepted accounting principles using management's informed best estimates and judgments where appropriate to fairly present the financial condition of the NEES companies and their results of operations. The information included elsewhere in this report is consistent with the financial statements. The NEES companies maintain an accounting system and system of internal controls which are designed to provide reasonable assurance as to the reliability of the financial records, the protection of assets, and the prevention of any material misstatement of the financial statements. The NEES companies' accounting controls have been designed to provide reasonable assurance that errors or irregularities, which could be material to the financial statements, are prevented or detected by employees within a timely period as they perform their assigned functions. The NEES companies' internal auditing staff independently assesses the effectiveness of internal controls and recommends improvements when appropriate. Coopers & Lybrand L.L.P., the NEES companies' independent accountants, are engaged to audit and express their opinion on the financial statements. Their audit includes a review of internal controls to the extent required by generally accepted auditing standards. The Audit Committee, composed solely of outside directors, meets periodically with management, the internal auditor, and the independent accountants to ensure that each is carrying out its responsibilities and to discuss auditing, internal accounting control, and financial reporting matters. Both the internal auditor and the independent accountants have free access to the Audit Committee, without management present, to discuss the results of their audit work. /s/ John W. Rowe /s/ Alfred D. Houston John W. Rowe Alfred D. Houston President and Executive Vice President Chief Executive Officer and Chief Financial Officer Report of Independent Accountants To the Board of Directors and Shareholders of New England Electric System: We have audited the accompanying consolidated balance sheets and consolidated statements of capitalization of New England Electric System and subsidiaries (the Company) as of December 31, 1994 and 1993 and the related consolidated 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 consolidated financial position of the Company as of December 31, 1994 and 1993, and the consolidated 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 /s/ COOPERS & LYBRAND L.L.P. February 27, 1995 Shareholder Information New England Electric System common shares 1994 1993 --------------------------------------------------- Price range Price range ----------------Dividend---------------Dividend High Low declared High Low declared -------------- --------------- --------------- First quarter $39 $35-1/8 $.56 $42-1/4 $36-7/8 $.54 Second quarter $37-5/8$31-1/2 $.57-1/2$42-7/8 $39-3/8 $.56 Third quarter $34 $28-7/8 $.57-1/2$43-3/8 $40-3/4 $.56 Fourth quarter $32 7/8$29 1/2 $.57 1/2$42 $37 $.56 The total number of shareholders at December 31, 1994 was 54,593. Selected quarterly financial information (unaudited) (thousands of dollars) 1st quarter 2nd quarter 3rd quarter4th quarter* ----------- ---------- ---------------------- 1994 Operating revenue $576,906 $517,078 $591,633 $557,412 Operating income $ 91,862 $ 57,716 $ 84,354 $ 62,564 Net income $ 69,273 $ 33,584 $ 58,851 $ 37,718 Net income per average share$ 1.07$ .51 $ .91 $ .58 1993 Operating revenue $579,490 $518,136 $576,644 $559,708 Operating income $ 80,711 $ 46,046 $ 82,498 $ 93,688 Net income $ 53,586 $19,146 $ 55,531 $ 61,960 Net income per average share$ .82$ .30 $ .85 $ .96 <FN> *See Notes A-2 and E-3 for discussion of items that increased 1993 fourth quarter earnings. </FN> Shareholder services Shareholders may direct questions or acquire additional information about shareholder records, quarterly dividend payments, or address changes by contacting a shareholder services representative. The following services are available to shareholders who have shares registered in their own name: direct deposit of dividends, automatic investments, dividend reinvestment, and safekeeping of certificated shares. New England Electric System Shareholder Services Department Post Office Box 770 Westborough, Massachusetts 01581-0770 Toll-Free Number: 1-800-466-7215 Local Number: 508-389-2699 Dividends on common shares Dividends are generally payable on the first business day of January, April, July, and October. Transfer agent Questions about the transfer of certificate shares should be directed to: Bank of Boston, Transfer Processing Post Office Box 644, Mail Stop 45-01-05 Boston, Massachusetts 02102-0644 617-575-3120 Stock exchange listings New York Stock Exchange Boston Stock Exchange Trading symbol NES Annual meeting notice The annual meeting of New England Electric System will be held at Lowell Memorial Auditorium, Lowell, Massachusetts, on April 25, 1995, at 10:30 a.m. Form 10K and Statistical Report Copies of the annual report on Form 10K to the Securities and Exchange Commission and a Statistical Report for 1994 can be obtained, free of charge, by writing to: New England Electric System Investor Relations 25 Research Drive Westborough, Massachusetts 01582 The name "New England Electric System" means the trustee or trustees for the time being (as trustee or trustees but not personally) under an Agreement and Declaration of Trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which, as amended, has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into, or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer, or agent thereof assumes or shall be held to any liability therefor. This report is not to be considered as an offer to sell or buy or solicitation of an offer to sell or buy any security. System Directors As of December 31, 1994 Joan T. Bok Chairman of the Board New England Electric System Westborough, Massachusetts Corporate Responsibility Committee Executive Committee Paul L. Joskow Professor of Economics and Management Massachusetts Institute of Technology Cambridge, Massachusetts Audit Committee John M. Kucharski Chairman, President, and Chief Executive Officer EG&G, Inc. Wellesley, Massachusetts Compensation Committee Edward H. Ladd Chairman Standish, Ayer & Wood, Inc., Investment counselors Boston, Massachusetts Executive Committee Joshua A. McClure Former President American Custom Kitchens, Inc. Providence, Rhode Island Corporate Responsibility Committee Malcolm McLane Of Counsel Orr & Reno, P.A., Attorneys Concord, New Hampshire Audit Committee Felix A. Mirando, Jr. Private investor Osterville, Massachusetts Compensation Committee John W. Rowe President and Chief Executive Officer New England Electric System Westborough, Massachusetts Corporate Responsibility Committee Executive Committee George M. Sage President and Treasurer Bonanza Bus Lines, Inc. Providence, Rhode Island Compensation Committee Executive Committee Charles E. Soule President and Chief Executive Officer Paul Revere Insurance Group Worcester, Massachusetts Audit Committee Anne Wexler Chairman The Wexler Group, Management consultants Washington, D. C. Corporate Responsibility Committee Executive Committee James Q. Wilson Professor of Management University of California at Los Angeles Corporate Responsibility Committee James R. Winoker Chief Executive Officer Belvoir Properties, Inc., Providence, Rhode Island Audit Committee Compensation Committee System Officers As of December 31, 1994 John W. Rowe President and Chief Executive Officer Alfred D. Houston Executive Vice President and Chief Financial Officer Frederic E. Greenman Senior Vice President, General Counsel, and Secretary John W. Newsham Vice President Richard P. Sergel Vice President Jeffrey D. Tranen Vice President Michael E. Jesanis Treasurer System Subsidiaries Massachusetts Electric Company 25 Research Drive, Westborough, Massachusetts 01582 John H. Dickson, President The Narragansett Electric Company 280 Melrose Street, Providence, Rhode Island 02901 Robert L. McCabe, President Granite State Electric Company 407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766 Lydia M. Pastuszek, President New England Power Company 25 Research Drive, Westborough, Massachusetts 01582 Narragansett Energy Resources Company 280 Melrose Street, Providence, Rhode Island 02901 New England Electric Resources, Inc. 25 Research Drive, Westborough, Massachusetts 01582 John L. Levett, President New England Electric Transmission Corporation 407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766 New England Energy Incorporated 25 Research Drive, Westborough, Massachusetts 01582 New England Hydro-Transmission Corporation 407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766 New England Hydro-Transmission Electric Company, Inc. 25 Research Drive, Westborough, Massachusetts 01582 New England Power Service Company 25 Research Drive, Westborough, Massachusetts 01582 [LOGO OF RECYCLED PAPER APPEARS HERE] New England Electric System 25 Research Drive Westborough, Massachusetts 01582 Telephone 508-366-9011 Appendix of Graphic and Image Material Appearing in New England Electric System 1994 Annual Report 1. The cover contains images of a canoe, a pen, a mortarboard, and a lighthouse. 2. Foldout inside cover contains a map of New England and indicates service areas and generating facilities. 3. The financial highlights page contains a graph comparing 1994 Return on Equity percentages for New England Electric System 12.7%, the median of U.S. Electric Utilities 11.4%, and the median of New England/New York Electric Utilities 11.04%. 4. Pictures of Joan T. Bok, Chairman of the Board, and John W. Rowe, President and Chief Executive Officer, appear on the pages of the letter to shareholders. 5. A picture of a mortarboard and a picture of Douglas Smith, senior technical representative, appear in the Customer Focus section. 6. A picture of a lighthouse and a picture of Paul Stasiuk, senior analyst, appear in the Competitive Marketplace section. 7. A picture of a canoe and a picture of Paula Hamel, senior environmental engineer, appear in the Environment section. 8. A picture of a fountain pen and a picture of Masheed Hegi, consulting engineer, appear in the New Rules section. 9. The following graphs appear in the Financial Review Section: a. Earnings per average share: $2.77 in 1991, $2.85 in 1992, $2.93 in 1993, and $3.07 in 1994. b. The annual rate of dividends declared per share: $2.08 in 1991, $2.16 in 1992, $2.24 in 1993, and $2.30 in 1994. c. Percentage growth in kilowatt hour sales to ultimate customers: negative 1.2% in 1991, 0.4% in 1992, 1.4% in 1993, and 1.6% in 1994. d. Customers served per employee: 227 in 1991, 236 in 1992, 259 in 1993, and 261 in 1994. e. 1994 New England Electric System energy mix: 31% coal, 10% oil, 19% nuclear, 12% hydro, 6% renewables, and 16% gas. f. 1994 Distribution of Revenue: 24% Fuel, 9% Purchased Power (excluding fuel), 11% Wages and Benefits, 18% other O&M, 13% Depreciation and Amortization, 11% Taxes, 5% Interest and Preferred Dividends, 9% Earnings - Common Shares. g. 1994 Revenue by Sales Classification: 43% residential, 32% small and medium commercial and industrial, 20% large commercial and industrial with SED contracts, and 5% large commercial and industrial without SED contracts. h. Diverse Regulation - percent of 1994 electric revenue: 73% Federal Energy Regulatory Commission, 19% Massachusetts, 7% Rhode Island, and 1% New Hampshire.