Annual Report 1996 Massachusetts Electric Company A Subsidiary of New England Electric System [LOGO] Massachusetts Electric A NEES Company Massachusetts Electric Company 25 Research Drive, Westborough, Massachusetts 01582 Directors (As of January 1, 1997) Urville J. Beaumont Treasurer and Director of Beaumont and Campbell, P.A. (Attorneys), Salem, New Hampshire Joan T. Bok Chairman of the Board of New England Electric System Sally L. Collins Director of Workplace Health Services, Greenfield, Massachusetts Dr. Kalyan K. Ghosh President of Worcester State College Charles B. Housen Chairman and President of Erving Industries, Erving, Massachusetts Patricia McGovern Director of Goulston and Storrs, P.C., Boston, Massachusetts John F. Reilly, Jr. President and Chief Executive Officer of Fred C. Church, Inc., Lowell, Massachusetts Lawrence J. Reilly President of the Company and certain affiliates John W. Rowe President and Chief Executive Officer of New England Electric System Richard P. Sergel Chairman of the Company and Senior Vice President of New England Electric System Roslyn M. Watson President of Watson Ventures, Boston, Massachusetts Officers (As of January 1, 1997) Richard P. Sergel Chairman of the Company and Senior Vice President of New England Electric System Lawrence J. Reilly President and Chief Executive Officer John C. Amoroso Vice President Eric P. Cody Vice President Charles H. Moser Vice President Lydia M. Pastuszek Vice President Anthony C. Pini Vice President Christopher E. Root Vice President Nancy H. Sala Vice President Dennis E. Snay Vice President Michael E. Jesanis Treasurer of the Company and Vice President and Treasurer of New England Electric System Thomas G. Robinson Assistant Clerk and General Counsel of the Company Robert King Wulff Clerk of the Company and of certain affiliates Howard W. McDowell Controller and Assistant Treasurer of the Company, Treasurer of certain affiliates, and Controller of certain affiliates Transfer Agent, Dividend Paying Agent, and Registrar of Preferred Stock State Street Bank and Trust Company, Boston, Massachusetts This report is not to be considered an offer to sell or buy or solicitation of an offer to sell or buy any security. Massachusetts Electric Company Massachusetts Electric Company is a wholly-owned subsidiary of New England Electric System operating in Massachusetts. The Company's business is the distribution and sale of electricity at retail. Electric service is provided to approximately 960,000 customers in 146 cities and towns having a population of approximately 2,160,000 (1990 Census). The Company's service area covers approximately 43 percent of Massachusetts. The cities and towns served by the Company include the highly diversified commercial and industrial cities of Worcester, Lowell, and Quincy, the Interstate 495 high technology belt, suburban communities, and many rural towns. The principal industries served include computer manufacturing and related businesses, electrical and industrial machinery, plastic goods, fabricated metals and paper, and chemical products. In addition, a broad range of professional, banking, medical, and educational institutions is served. In February 1997, a settlement agreement among the Company and two affiliates, the Massachusetts Attorney General, the Massachusetts Division of Energy Resources, and 12 other parties was approved by the Massachusetts Department of Public Utilities. This settlement provides for retail choice of power supplier by Massachusetts customers beginning January 1, 1998 (see "Industry Restructuring" section of Financial Review). The properties of the Company consist principally of substations and distribution lines interconnected with transmission and other facilities of New England Power Company (NEP), a wholesale generating affiliate. The Company buys its electric energy requirements from NEP under a contract which obligates NEP to furnish such requirements at its standard resale rate. In accordance with the settlement, NEP's wholesale contract with the Company has been amended to allow for early termination of all-requirements service. The amendment, which is subject to regulatory approval, provides that upon early termination, the Company's share of the cost of NEP's above- market generation commitments will be recovered through a contract termination charge. This charge will, in turn, be paid by customers that use the Company's distribution facilities. Report of Independent Accountants Massachusetts Electric Company, Westborough, Massachusetts: We have audited the accompanying balance sheets of Massachusetts Electric Company (the Company), a wholly-owned subsidiary of New England Electric System, as of December 31, 1996 and 1995 and the related statements of income, retained earnings, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. Boston, Massachusetts COOPERS & LYBRAND L.L.P. February 28, 1997 Massachusetts Electric Company Financial Review Industry Restructuring For the past several years, the electric utility business has been subjected to rapidly increasing competitive pressures stemming from a number of trends, including the presence of surplus generating capacity, a disparity in electric rates among regions of the country, improvements in generation efficiency, increasing demand for customer choice, and new regulations and legislation intended to foster competition. In the recent past, this competition was most prominent in the bulk power market, in which nonutility generators have significantly increased their market share. Despite increased competition in the bulk power market, competition in the retail market has been limited as electric utilities have maintained exclusive franchises for the retail sale of electricity in specified service territories. In states across the country, including Massachusetts, there have been proposals to allow retail customers to choose their electricity supplier, with incumbent utilities required to deliver that electricity over their transmission and distribution systems (also known as "retail wheeling"). When electricity customers are allowed to choose their electricity supplier, utilities across the country will face the risk that market prices may not be sufficient to recover the costs of the commitments incurred to supply customers under a regulated structure. The amounts by which costs exceed market prices are commonly referred to as "stranded costs." The Company currently purchases electricity on behalf of its customers under a wholesale all-requirements contract with the Company's wholesale generating affiliate, New England Power Company (NEP). As described below, a settlement agreement was reached in Massachusetts which, when all regulatory approvals are in place, would allow recovery of NEP's above-market commitments to retail customers in Massachusetts, which make up 73 percent of NEP's all-requirements sales. On February 26, 1997, the Massachusetts Department of Public Utilities (MDPU) approved a settlement among the Company, NEP, Nantucket Electric Company (Nantucket), a distribution affiliate, the Massachusetts Attorney General, the Massachusetts Division of Energy Resources, and 12 other parties, which provides for retail choice by Massachusetts customers and the recovery of NEP's above-market commitments to serve those customers. The settlement provides for the commencement of retail choice on January 1, 1998 (contingent on choice being available to the customers of all Massachusetts investor-owned utilities). Customers who do not choose an alternative supplier would receive "standard offer" service, which would be priced to guarantee customers at least a 10 percent savings in 1998 compared with September 1996 bundled electricity prices. In accordance with the settlement, NEP's wholesale contract with the Company has been amended to allow for early termination of all-requirements service. The amendment, which is subject to regulatory approval, provides that upon early termination, the Company's share of the cost of NEP's above-market generation commitments (estimated at approximately $3 billion on a present- value basis) will be recovered through a contract termination charge. This charge will, in turn, be paid by customers that use the Company's distribution facilities. Those commitments consist of (i) the above-market portion of generating plant commitments, (ii) regulatory assets, (iii) the above-market portion of purchased power contracts, and (iv) the operating costs of nuclear plants that cannot be avoided by shutting down the plants, including nuclear decommissioning costs. The above-market portion of costs associated with generating plants and regulatory assets would be recovered over 12 years. The above-market component of purchased power contracts and nuclear decommissioning costs would be recovered as incurred over the life of those obligations, a period expected to extend beyond 12 years. Initially, the transition access charge would be set at 2.8 cents per kilowatt-hour (kWh) through December 31, 2000, and is expected to decline thereafter. The initial transition access charge assumes that the generating plants have no market value. To measure their actual market value, the New England Electric System (NEES) companies agreed to sell their generating business. The net proceeds from the sale will be used to reduce the transition access charge. The settlement also establishes performance-based rates for the Company. Under the settlement, the Company's nonfuel rates (and NEP's wholesale rates to the Company) would be frozen at current levels until the earlier of the commencement of retail choice or January 1, 2001. Upon commencement of retail choice, the Company's distribution rates would be set at a level approximately $45 million above the level embedded in its current bundled rates, with such rates then frozen through the year 2000. This increase reflects changes to the distribution cost of service that include an $11 million increase in annual depreciation expense, a $3 million annual contribution to a storm fund, and increased amortization of unfunded deferred income taxes of $1 million over six years. The Company's return on equity would be subject to a floor of 6 percent and a ceiling of 11 percent, effective upon commencement of retail choice. Earnings over the ceiling would be shared equally between customers and shareholders up to a maximum of 12.5 percent. This sharing results in an effective cap on shareholder's return on equity of 11.75 percent. To the extent that earnings fall below the floor, the Company would be authorized to surcharge customers for the shortfall. The settlement would also eliminate the Company's purchased power cost adjustment (PPCA) mechanism as of July 31, 1996. This mechanism allows the Company to recover purchased power rate changes from NEP and the effects of NEP's seasonal rates. The settlement also stipulates that the Company's net $18 million PPCA refund liability balance at July 31, 1996 will be used to prefund a storm contingency fund with $3 million, while the remainder will be used to offset regulatory assets for hazardous waste costs. The settlement is subject to approval by the Federal Energy Regulatory Commission (FERC). The FERC accepted the filing to become effective February 1, 1997, subject to refund, and ordered hearings. The Utility Workers Union of America and the Massachusetts Alliance of Utility Unions, who intervened in the MDPU proceeding on the settlement, have indicated they intend to appeal the MDPU's order approving the settlement to the Massachusetts Supreme Judicial Court. If an appeal is brought, the NEES companies will oppose it. Several bills are pending before the Massachusetts legislature on electric industry restructuring, including comprehensive legislation introduced by Governor William F. Weld and by the legislature's Joint Committee on Electric Restructuring. These bills cover many of the topics addressed in the settlement and could impact the implementation of the settlement. A number of proposals for federal legislation related to industry restructuring have been brought forward for consideration by the current Congress. The scope and aim of these vary widely; however, the NEES companies and others will argue that state settlements should be respected. The Company cannot predict what federal legislation, if any, may be enacted. Risk Factors The major risk factors affecting the Company relate to the possibility of adverse regulatory or judicial decisions or legislation which limits the level of revenues the Company is allowed to charge for its services. While substantial progress has been made in resolving the uncertainty regarding recovery by the Company of stranded costs billed to it by NEP, significant risks remain. These risks are primarily attributable to the potential that ultimately the settlement, referred to above, will not be implemented in the manner anticipated by the Company and/or the possibility of state or federal legislation which would increase the risks to the Company above those contained in the settlement. Accounting Implications Historically, electric utility rates have been 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. Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation (FAS 71), requires regulated entities, in appropriate circumstances, to establish regulatory assets, and thereby defer the income statement impact of certain costs expected to be recovered in future rates. The Company has recorded approximately $16 million in net regulatory assets in compliance with FAS 71. The Company believes that the continuing rate- making policies and practices of the MDPU and the terms of the Massachusetts settlement will enable the Company to recover both its specific costs of providing ongoing distribution services and stranded costs billed to it by NEP. The Company believes that these factors will allow it to continue to apply FAS 71. In the event that future circumstances should cause the application of FAS 71 to be discontinued, a noncash write-off of previously established regulatory assets and liabilities would be required. Overview of Financial Results Net income for 1996 increased $9 million compared with 1995, reflecting a 1995 rate increase, growth in sales, and decreased demand charges from NEP, partially offset by increased operation and maintenance expense and reduced revenues due to rate adjustment mechanisms. Net income for 1995 decreased $6 million compared with 1994. Although the Company experienced growth in sales and reduced operation and maintenance costs, such increases in income were more than offset by increased purchased power costs, increased interest expense, and a decrease in revenue due to the operation of the Company's PPCA mechanism. Operating Revenue The following table summarizes the changes in operating revenue: Increase (Decrease) in Operating Revenue 1996 1995 ---- ---- (In Millions) Fuel recovery $ 13 $ 38 PPCA mechanism (6) (11) Rate changes/service extension discount (SEDs) 23 26 Unbilled revenues recognized under rate agreement - (32) Demand-side management (DSM) recovery (5) (8) Sales and deliveries growth and other 8 11 --- ---- $33 $ 24 === ==== In 1996, kWh deliveries to ultimate customers increased 1.6 percent while total kWh sales increased 1.0 percent compared with a 0.9 percent increase in 1995. The difference is the result of pilot programs in Massachusetts, whereby the Company delivered power provided by other companies. Peak demand billing levels to commercial and industrial customers decreased 0.8 percent in 1996 compared with a 2.0 percent increase in 1995. The increase in kWh deliveries in 1996 reflects the effects of an improving economy partially offset by the effects of milder weather in the last half of the year. The Company's rates contain a fuel clause and a PPCA provision. These mechanisms are designed to allow the Company to pass on to its customers changes in purchased energy costs resulting from rate increases or decreases by NEP. The PPCA mechanism is also designed to pass on to customers the effects of NEP's seasonal rates. The provisions of the Massachusetts settlement would have caused the PPCA mechanism for the Company to end, effective July 31, 1996. However, since the Massachusetts settlement had not been approved at the end of 1996, the Company accrued refund provisions of $9 million related to assumed operation of the PPCA provision during the last five months of 1996. Rate changes reflect the November 1994 expiration of a $26 million temporary rate decrease, as well as a $31 million general rate increase that went into effect on October 1, 1995. Unbilled revenues recognized under the Company's rate agreement reflect the Company's completion of the recognition of $35 million of unbilled revenues over a 13-month period that ended in December 1994 in accordance with an October 1993 rate agreement. The Company has received approval from the MDPU to recover DSM program expenditures in rates on a current basis. These expenditures were $48 million, $53 million, and $59 million in 1996, 1995, and 1994, respectively. Since 1990, the Company has been allowed to earn incentives based on the results of its DSM programs. The Company recorded before-tax incentives of $5.7 million, $5.1 million, and $7.1 million in 1996, 1995, and 1994, respectively. Operating Expenses The following table summarizes the changes in operating expenses: Increase (Decrease) in Operating Expenses 1996 1995 ---- ---- (In Millions) Purchased electric energy: Fuel costs $13 $38 SED reimbursements - (9) Purchases and demand charges from NEP (6) 10 Other operation and maintenance: DSM (5) (6) Other 12 (9) Depreciation 3 2 Taxes 6 (1) --- --- $23 $25 === === The increase in fuel costs from NEP in 1996 reflects increased purchases as well as increased gas pipeline demand charges being recovered by NEP through its fuel adjustment clause in connection with NEP's Manchester Street Station entering service in the second half of 1995. The increase in fuel costs in 1995 reflects decreased nuclear generation due to overhauls and decreased hydro production resulting from low water levels. Other operation and maintenance expense increased in 1996 after a decline in 1995. The decline in 1995 had primarily been in distribution system related costs, however, the Company experienced an increase in these costs in 1996. The increase in 1996 also reflects increased customer service expenses, in part, related to the start-up of a new customer service center. In both 1995 and 1996, the Company also experienced increased general and administrative expenses including increased postretirement benefits expenses other than pensions (PBOPs) commensurate with additional amounts being recovered from customers. The Company is recovering deferred PBOP costs over five years. In the fourth quarter of 1996, the Company incurred approximately $8 million of costs related to a severe winter storm. The Massachusetts settlement provides for the recovery of the costs associated with major storms; however, its application to the 1996 storm is subject to clarification by the MDPU. Because the Massachusetts settlement had not been approved as of December 31, 1996, the Company deferred the 1996 storm costs based upon long-standing regulatory practice allowing the recovery over five years of costs of major storms. The changes in taxes in 1996 and 1995 are primarily due to changes in taxable income levels. The Company also experienced a sizeable increase in municipal property taxes in 1995 and a lesser increase in 1996. Hazardous Waste The electric utility industry typically utilizes and/or generates in its operations a range of potentially hazardous products and by-products. The most prevalent types of hazardous waste sites with which the Company has been associated are manufactured gas locations. The Company is aware of approximately 35 such manufactured gas locations in Massachusetts, including eight of the 19 locations for which the Company has been identified by either federal or state environmental regulatory agencies as a potentially responsible party. In 1993, the MDPU approved a settlement agreement that provides for rate recovery of remediation costs of former manufactured gas sites and certain other hazardous waste sites in Massachusetts. A more detailed discussion of this settlement agreement and of potential hazardous waste liabilities is contained in Note D-2 of the Notes to the Financial Statements. Predicting the potential costs to investigate and remediate hazardous waste sites continues to be difficult. At December 31, 1996, the Company had total reserves of $38 million and a related regulatory asset of $15 million. The Company believes that hazardous waste liabilities for all sites of which it is aware, and which are not covered by a rate agreement, are not 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. In October 1996, the National Research Council of the National Academy of Sciences released a report stating no conclusive and consistent evidence demonstrates that exposures to residential EMF produce adverse health effects. It is impossible to predict the ultimate impact on the Company and the electric utility industry if further investigations were to demonstrate that the present electricity delivery system is contributing to increased risk of cancer or other health problems. Several state courts have recognized a cause of action for damage to property values in transmission line condemnation cases based on the fear that power lines cause cancer. It is difficult to predict what the impact on the Company would be if this cause of action is recognized in Massachusetts and in contexts other than condemnation cases. Utility Plant Expenditures and Financing Cash expenditures for utility plant totaled $94 million in 1996. The funds necessary for utility plant expenditures during 1996 were primarily provided by net cash from operating activities, after the payment of dividends and long-term debt issuances. Cash expenditures for utility plant for 1997 are estimated to be approximately $95 million. Internally generated funds are expected to fully meet capital expenditures in 1997. In 1996, the Company issued $20 million of first mortgage bonds, bearing an interest rate of 6.82 percent. In July 1996, Nantucket, issued $28 million of tax-exempt long-term debt at rates ranging from 4.10 percent to 6.75 percent to fund construction of an undersea cable. The Company guaranteed the debt on behalf of Nantucket. The Company plans to issue a net $20 million of long-term debt in 1997 to fund capital expenditures. At December 31, 1996, the Company had $44 million of short-term debt outstanding including $39 million of commercial paper borrowings and $5 million of borrowings from affiliates. As of December 31, 1996, the Company had lines of credit with banks totaling $90 million which are available to provide liquidity support for commercial paper borrowings and other corporate purposes. There were no borrowings under these lines of credit at December 31, 1996. Massachusetts Electric Company Statements of Income Year Ended December 31, (In Thousands) 1996 1995 1994 ---------- ---------- ---------- Operating revenue $1,538,537 $1,505,676 $1,482,070 ---------- ---------- ---------- Operating expenses: Purchased electric energy, principally from New England Power Company, an affiliate 1,120,709 1,113,673 1,074,402 Other operation 211,663 206,660 215,794 Maintenance 31,102 29,525 35,502 Depreciation 47,357 44,829 42,775 Taxes, other than income taxes 30,559 30,022 28,664 Income taxes 25,186 19,297 22,265 ---------- ---------- ---------- Total operating expenses 1,466,576 1,444,006 1,419,402 ---------- ---------- ---------- Operating income 71,961 61,670 62,668 Other income (expense), net (1,213) (541) (995) ---------- ---------- ---------- Operating and other income 70,748 61,129 61,673 ---------- ---------- ---------- Interest: Interest on long-term debt 27,089 25,901 20,967 Other interest 6,473 6,784 6,366 Allowance for borrowed funds used during construction - credit (740) (657) (386) ---------- ---------- ---------- Total interest 32,822 32,028 26,947 ---------- ---------- ---------- Net income $ 37,926 $ 29,101 $ 34,726 ========== ========== ========== Statements of Retained Earnings Year Ended December 31, (In Thousands) 1996 1995 1994 -------- -------- -------- Retained earnings at beginning of year $150,308 $136,911 $135,276 Net income 37,926 29,101 34,726 Dividends declared on cumulative preferred stock (3,114) (3,114) (3,114) Dividends declared on common stock, $8.00, $5.25, and $12.50 per share, respectively (19,184) (12,590) (29,977) -------- -------- -------- Retained earnings at end of year $165,936 $150,308 $136,911 ======== ======== ======== The accompanying notes are an integral part of these financial statements. Massachusetts Electric Company Balance Sheets At December 31, (In Thousands) 1996 1995 Assets ---------- ---------- Utility plant, at original cost $1,509,896 $1,420,069 Less accumulated provisions for depreciation 430,585 399,711 ---------- ---------- 1,079,311 1,020,358 Construction work in progress 9,119 21,118 ---------- ---------- Net utility plant 1,088,430 1,041,476 ---------- ---------- Current assets: Cash 2,356 1,840 Accounts receivable: From sales of electric energy 165,866 160,795 Other (including $1,605 and $1,776 from affiliates) 2,600 3,527 Less reserves for doubtful accounts 13,146 12,544 ---------- ---------- 155,320 151,778 Unbilled revenues (Note A-3) 43,390 49,800 Materials and supplies, at average cost 8,820 10,602 Prepaid and other current assets 25,923 22,514 ---------- ---------- Total current assets 235,809 236,534 ---------- ---------- Deferred charges and other assets (Note B) 66,019 65,090 ---------- ---------- $1,390,258 $1,343,100 ========== ========== Capitalization and Liabilities Capitalization: Common stock, par value $25 per share, authorized and outstanding 2,398,111 shares $ 59,953 $ 59,953 Premiums on capital stocks 45,862 45,862 Other paid-in capital 155,310 155,310 Retained earnings 165,936 150,308 ---------- ---------- Total common equity 427,061 411,433 Cumulative preferred stock (Note G) 50,000 50,000 Long-term debt 343,321 353,267 ---------- ---------- Total capitalization 820,382 814,700 ---------- ---------- Current liabilities: Long-term debt due in one year 30,000 Short-term debt (including $5,275 and $1,000 to affiliates) 43,775 55,450 Accounts payable (including $157,603 and $165,515 to affiliates) 178,263 181,943 Accrued liabilities: Taxes 961 7,371 Interest 9,635 9,502 Other accrued expenses (Note F) 54,833 17,136 Customer deposits 4,308 4,633 Dividends payable 7,973 1,977 ---------- ---------- Total current liabilities 329,748 278,012 ---------- ---------- Deferred federal and state income taxes 177,778 184,575 Unamortized investment tax credits 16,566 17,684 Other reserves and deferred credits 45,784 48,129 Commitments and contingencies (Note D) ---------- ---------- $1,390,258 $1,343,100 ========== ========== The accompanying notes are an integral part of these financial statements. Massachusetts Electric Company Statements of Cash Flows Year Ended December 31, (In Thousands) 1996 1995 1994 Operating activities: -------- -------- -------- Net income $ 37,926 $ 29,101 $ 34,726 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 47,357 44,829 42,775 Deferred income taxes and investment tax credits, net (7,850) 6,666 28,909 Allowance for borrowed funds used during construction (740) (657) (386) Amortization of unbilled revenues (32,300) Decrease (increase) in accounts receivable, net and unbilled revenues 2,868 4,281 (7,580) Decrease (increase) in materials and supplies 1,782 922 (923) Decrease (increase) in prepaid and other current assets (3,409) (931) (1,593) Increase (decrease) in accounts payable (3,680) (159) 3,985 Increase (decrease) in other current liabilities 31,095 (2,326) (10,379) Other, net (2,430) (2,340) (12,982) -------- -------- -------- Net cash provided by operating activities $102,919 $ 79,386 $ 44,252 -------- -------- -------- Investing activities: Plant expenditures, excluding allowance for funds used during construction $(93,828) $(89,735) $(94,105) Other investing activities (598) (1,972) (4,892) -------- -------- -------- Net cash used in investing activities $(94,426) $(91,707) $(98,997) -------- -------- -------- Financing activities: Capital contributions from parent $ 14,000 Dividends paid on common stock $(13,188) (24,580) $(21,584) Dividends paid on preferred stock (3,114) (3,114) (3,114) Long-term debt - issues 20,000 88,000 36,000 Long-term debt - retirements (35,000) Changes in short-term debt (11,675) (26,370) 43,895 -------- -------- -------- Net cash provided by(used in)financing activities $ (7,977) $ 12,936 $ 55,197 -------- -------- -------- Net increase in cash and cash equivalents $ 516 $ 615 $ 452 Cash and cash equivalents at beginning of year 1,840 1,225 773 -------- -------- -------- Cash and cash equivalents at end of year $ 2,356 $ 1,840 $ 1,225 ======== ======== ======== Supplementary information: Interest paid less amounts capitalized $ 30,569 $ 29,130 $ 24,562 -------- -------- -------- Federal and state income taxes paid (refunded) $ 39,174 $ (8,026) $ 1,645 -------- -------- -------- The accompanying notes are an integral part of these financial statements. Massachusetts Electric Company Notes to Financial Statements Note A - Significant Accounting Policies 1. Nature of Operations: The Company is a wholly-owned subsidiary of New England Electric System (NEES) operating in Massachusetts. The Company's business is the distribution and sale of electricity at retail. Electric service is provided to approximately 960,000 customers in 146 cities and towns having a population of approximately 2,160,000 (1990 Census). The Company's service area covers approximately 43 percent of Massachusetts. The properties of the Company consist principally of substations and distribution lines interconnected with transmission and other facilities of New England Power Company (NEP), the Company's wholesale generating affiliate. The Company purchases all of its electric energy requirements from NEP under a contract which obligates NEP to furnish such requirements at its standard resale rate. This contract requires either party to give seven years notice prior to terminating the contract. (See Note B for a discussion of industry restructuring and NEP's proposed divestiture of its generating business.) 2. System of Accounts: The accounts of the Company are maintained in accordance with the Uniform System of Accounts prescribed by regulatory bodies having jurisdiction. In preparing the financial statements, management is required to make estimates that affect the reported amounts of assets and liabilities and disclosures of asset recovery and contingent liabilities as of the date of the balance sheets and revenues and expenses for the period. These estimates may differ from actual amounts if future circumstances cause a change in the assumptions used to calculate these estimates. 3. Electric Sales Revenue: The Company accrues revenues for electricity delivered but not yet billed (unbilled revenues). Income in 1994 included $32 million, which represented the completion of the amortization over 13 months of the initial effect of recording unbilled revenues, in accordance with a rate agreement. Accrued revenues are also recorded in accordance with rate adjustment mechanisms. 4. Allowance for Funds Used During Construction (AFDC): The Company capitalizes AFDC as part of construction costs. AFDC represents an allowance for the cost of funds used to finance construction. AFDC is capitalized in "Utility plant" with offsetting noncash credits to "Interest." This method is in accordance with an established rate-making practice under which a utility is permitted a return on, and the recovery of, prudently incurred capital costs through their ultimate inclusion in rate base and in the provision for depreciation. The composite AFDC rates were 5.4 percent, 6.0 percent, and 4.8 percent, in 1996, 1995, and 1994, respectively. 5. Depreciation: Depreciation is provided annually on a straight-line basis. The provision for depreciation as a percentage of weighted average depreciable property was 3.3 percent in each of the years 1996, 1995, and 1994. 6. Cash: The Company classifies short-term investments with a maturity of 90 days or less at time of purchase as cash. Note B - Industry Restructuring For the past several years, the electric utility business has been subjected to rapidly increasing competitive pressures stemming from a number of trends, including the presence of surplus generating capacity, a disparity in electric rates among regions of the country, improvements in generation efficiency, increasing demand for customer choice, and new regulations and legislation intended to foster competition. In the recent past, this competition was most prominent in the bulk power market, in which nonutility generators have significantly increased their market share. Despite increased competition in the bulk power market, competition in the retail market has been limited as electric utilities have maintained exclusive franchises for the retail sale of electricity in specified service territories. In states across the country, including Massachusetts, there have been proposals to allow retail customers to choose their electricity supplier, with incumbent utilities required to deliver that electricity over their transmission and distribution systems (also known as "retail wheeling"). When electricity customers are allowed to choose their electricity supplier, utilities across the country will face the risk that market prices may not be sufficient to recover the costs of the commitments incurred to supply customers under a regulated structure. The amounts by which costs exceed market prices are commonly referred to as "stranded costs." The Company currently purchases electricity on behalf of its customers under a wholesale all-requirements contract with NEP. As described below, a settlement agreement was reached in Massachusetts which, when all regulatory approvals are in place, would allow recovery of NEP's above-market commitments to retail customers in Massachusetts, which make up 73 percent of NEP's all-requirements sales. On February 26, 1997, the Massachusetts Department of Public Utilities (MDPU) approved a settlement among the Company, NEP, Nantucket Electric Company (Nantucket), a distribution affiliate, the Massachusetts Attorney General, the Massachusetts Division of Energy Resources, and 12 other parties, which provides for retail choice by Massachusetts customers and the recovery of NEP's above-market commitments to serve those customers. The settlement provides for the commencement of retail choice on January 1, 1998 (contingent on choice being available to the customers of all Massachusetts investor-owned utilities). Customers who do not choose an alternative supplier would receive "standard offer" service, which would be priced to guarantee customers at least a 10 percent savings in 1998 compared with September 1996 bundled electricity prices. In accordance with the settlement, NEP's wholesale contract with the Company has been amended to allow for early termination of all-requirements service. The amendment, which is subject to regulatory approval, provides that upon early termination, the Company's share of the cost of NEP's above-market generation commitments (estimated at approximately $3 billion on a present- value basis) will be recovered through a contract termination charge. This charge will, in turn, be paid by customers that use the Company's distribution facilities. Those commitments consist of (i) the above-market portion of generating plant commitments, (ii) regulatory assets, (iii) the above-market portion of purchased power contracts, and (iv) the operating costs of nuclear plants that cannot be avoided by shutting down the plants, including nuclear decommissioning costs. The above-market portion of costs associated with generating plants and regulatory assets would be recovered over 12 years. The above-market component of purchased power contracts and nuclear decommissioning costs would be recovered as incurred over the life of those obligations, a period expected to extend beyond 12 years. Initially, the transition access charge would be set at 2.8 cents per kilowatt-hour (kWh) through December 31, 2000, and is expected to decline thereafter. The initial transition access charge assumes that the generating plants have no market value. To measure their actual market value, the NEES companies agreed to sell their generating business. The net proceeds from the sale will be used to reduce the transition access charge. The settlement also establishes performance-based rates for the Company. Under the settlement, the Company's nonfuel rates (and NEP's wholesale rates to the Company) would be frozen at current levels until the earlier of the commencement of retail choice or January 1, 2001. Upon commencement of retail choice, the Company's distribution rates would be set at a level approximately $45 million above the level embedded in its current bundled rates, with such rates then frozen through the year 2000. This increase reflects changes to the distribution cost of service that include an $11 million increase in annual depreciation expense, a $3 million annual contribution to a storm fund, and increased amortization of unfunded deferred income taxes of $1 million over six years. The Company's return on equity would be subject to a floor of 6 percent and a ceiling of 11 percent, effective upon commencement of retail choice. Earnings over the ceiling would be shared equally between customers and shareholders up to a maximum of 12.5 percent. This sharing results in an effective cap on shareholder's return on equity of 11.75 percent. To the extent that earnings fall below the floor, the Company would be authorized to surcharge customers for the shortfall. The settlement would also eliminate the Company's purchased power cost adjustment (PPCA) mechanism as of July 31, 1996. This mechanism allows the Company to recover purchased power rate changes from NEP and the effects of NEP's seasonal rates. The settlement also stipulates that the Company's net $18 million PPCA refund liability balance at July 31, 1996 will be used to prefund a storm contingency fund with $3 million, while the remainder will be used to offset regulatory assets for hazardous waste costs. The settlement is subject to approval by the Federal Energy Regulatory Commission (FERC). The FERC accepted the filing to become effective February 1, 1997, subject to refund, and ordered hearings. The Utility Workers Union of America and the Massachusetts Alliance of Utility Unions, who intervened in the MDPU proceeding on the settlement, have indicated they intend to appeal the MDPU's order approving the settlement to the Massachusetts Supreme Judicial Court. If an appeal is brought, the NEES companies will oppose it. Several bills are pending before the Massachusetts legislature on electric industry restructuring, including comprehensive legislation introduced by Governor William F. Weld and by the legislature's Joint Committee on Electric Restructuring. These bills cover many of the topics addressed in the settlement and could impact the implementation of the settlement. A number of proposals for federal legislation related to industry restructuring have been brought forward for consideration by the current Congress. The scope and aim of these vary widely; however, the NEES companies and others will argue that state settlements should be respected. The Company cannot predict what federal legislation, if any, may be enacted. Accounting Implications Historically, electric utility rates have been 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. Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation (FAS 71), requires regulated entities, in appropriate circumstances, to establish regulatory assets, and thereby defer the income statement impact of certain costs expected to be recovered in future rates. The Company has recorded approximately $16 million in net regulatory assets in compliance with FAS 71. The Company believes that the continuing rate- making policies and practices of the MDPU and the terms of the Massachusetts settlement will enable the Company to recover both its specific costs of providing ongoing distribution services and stranded costs billed to it by NEP. The Company believes that these factors will allow it to continue to apply FAS 71. In the event that future circumstances should cause the application of FAS 71 to be discontinued, a noncash write-off of previously established regulatory assets and liabilities would be required. The components of regulatory assets are as follows: At December 31, (In Thousands) 1996 1995 --------- -------- Regulatory assets (liabilities) included in current assets and liabilities: Rate adjustment mechanisms (see Note F) $(40,264) $ (792) --------- -------- Regulatory assets included in deferred charges: Unamortized losses on reacquired debt 7,482 8,034 Deferred SFAS No. 106 costs (see Note E-2) 13,568 17,185 Deferred SFAS No. 109 costs (see Note C) 8,244 8,308 Environmental response costs (see Note D-2) 14,546 15,526 Deferred storm costs 11,221 4,433 Other 862 1,312 -------- -------- 55,923 54,798 -------- -------- $ 15,659 $54,006 ======== ======== Amounts included in "Deferred charges and other assets" on the Company's balance sheets that do not represent regulatory assets totaled $10,096,000 and $10,292,000 at December 31, 1996 and 1995, respectively. Note C - Income Taxes The Company and other subsidiaries participate with NEES in filing consolidated federal income tax returns. The Company's income tax provision is calculated on a separate return basis. Federal income tax returns have been examined and reported on by the Internal Revenue Service (IRS) through 1991. The returns for 1992 and 1993 are currently under examination by the IRS. Total income taxes in the statements of income are as follows: Year Ended December 31, (In Thousands) 1996 1995 1994 ------- ------- ------- Income taxes charged to operations $25,186 $19,297 $22,265 Income taxes charged (credited) to "Other income" (2,010) (901) (642) ------- ------- ------- Total income taxes $23,176 $18,396 $21,623 ======= ======= ======= Total income taxes, as shown above, consist of the following components: Year Ended December 31, (In Thousands) 1996 1995 1994 -------- -------- -------- Current income taxes $ 31,026 $ 11,730 $ (7,286) Deferred income taxes (6,732) 7,798 30,137 Investment tax credits, net (1,118) (1,132) (1,228) -------- -------- --------- Total income taxes $ 23,176 $ 18,396 $ 21,623 ======== ======== ========= Investment tax credits have been deferred and are being amortized over the estimated lives of the property giving rise to the credits. Total income taxes, as shown above, consist of federal and state components as follows: Year Ended December 31, (In Thousands) 1996 1995 1994 ---- --- --- Federal income taxes $18,697 $14,461 $16,942 State income taxes 4,479 3,935 4,681 ------- ------- ------- Total income taxes $23,176 $18,396 $21,623 ======= ======= ======= Consistent with rate-making policies of the MDPU, the Company has 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, (In Thousands) 1996 1995 1994 ---- ---- ---- Computed tax at statutory rate $ 21,386 $ 16,624 $ 19,722 Increases (reductions) in tax resulting from: Amortization of investment tax credits (1,118) (1,132) (1,228) State income taxes, net of federal income tax benefit 2,911 2,558 3,043 All other differences (3) 346 86 -------- -------- -------- Total income taxes $ 23,176 $ 18,396 $ 21,623 ======== ======== ======== The following table identifies the major components of total deferred income taxes: At December 31, (In Millions) 1996 1995 ---- ---- Deferred tax asset: Plant related $ 9 $ 9 Investment tax credits 7 7 All other 57 42 ------ ------ 73 58 ------ ------ Deferred tax liability: Plant related (216) (209) All other (35) (34) ------ ------ (251) (243) ------ ------ Net deferred tax liability $ (178) $ (185) ====== ====== There were no valuation allowances for deferred tax assets deemed necessary. Note D - Commitments and Contingencies 1. Plant Expenditures: The Company's utility plant expenditures are estimated to be approximately $95 million in 1997. At December 31, 1996, substantial commitments had been made relative to future planned expenditures. 2. Hazardous Waste The Federal Comprehensive Environmental Response, Compensation and Liability Act, more commonly known as the "Superfund" law, imposes strict, joint and several liability, regardless of fault, for remediation of property contaminated with hazardous substances. A number of states, including Massachusetts, have enacted similar laws. The electric utility industry typically utilizes and/or generates in its operations a range of potentially hazardous products and by-products. NEES subsidiaries currently have in place an internal environmental audit program and an external waste disposal vendor audit and qualification program intended to enhance compliance with existing federal, state, and local requirements regarding the handling of potentially hazardous products and by-products. The Company has been named as a potentially responsible party (PRP) by either the United States Environmental Protection Agency or the Massachusetts Department of Environmental Protection for 19 sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against the Company regarding hazardous waste cleanup. The most prevalent types of hazardous waste sites with which the Company has been associated are manufactured gas locations. The Company is aware of approximately 35 such manufactured gas locations in Massachusetts (including eight of the 19 locations for which the Company is a PRP). The Company is currently aware of other possible hazardous waste sites, and may in the future become aware of additional sites, that it may be held responsible for remediating. In 1993, the MDPU approved a settlement agreement regarding the rate recovery of remediation costs of former manufactured gas sites and certain other hazardous waste sites located in Massachusetts. Under that agreement, qualified costs related to these sites are paid out of a special fund established on the Company's books. The Company made an initial $30 million contribution to the fund. Rate-recoverable contributions of $3 million, adjusted since 1993 for inflation, are added annually to the fund along with interest and any recoveries from insurance carriers and other third parties. At December 31, 1996, the fund had a balance of $17 million. Under the 1996 Massachusetts settlement, an additional $15 million will be transferred to the fund in 1997 out of existing reserves for refunds. Predicting the potential costs to investigate and remediate hazardous waste sites continues to be difficult. There are also significant uncertainties as to the portion, if any, of the investigation and remediation costs of any particular hazardous waste site that may ultimately be borne by the Company. Where appropriate, the Company intends to seek recovery from its insurers and from other PRPs, but it is uncertain whether, and to what extent, such efforts will be successful. At December 31, 1996, the Company had total reserves for environmental response costs of $38 million and a related regulatory asset of $15 million. The Company believes that hazardous waste liabilities for all sites of which it is aware, and which are not covered by a rate agreement, are not material to its financial position. In October 1996, the American Institute of Certified Public Accountants issued new accounting rules for Environmental Remediation Liabilities which become effective in 1997. The Company does not believe these new rules will have a material effect on its financial position or results of operations. Note E - Employee Benefits 1. Pension Plans: The Company participates with other subsidiaries of NEES in noncontributory, defined-benefit plans covering substantially all employees of the Company. The plans provide pension benefits based on the employee's compensation during the five years prior to retirement. The Company's funding policy is to contribute each year the net periodic pension cost for that year. However, the contribution for any year will not be less than the minimum contribution required by federal law or greater than the maximum tax deductible amount. Net pension cost for 1996, 1995, and 1994 included the following components: Year Ended December 31, (In Thousands) 1996 1995 1994 -------- -------- -------- Service cost - benefits earned during the period $ 4,429 $ 3,992 $ 4,134 Plus (less): Interest cost on projected benefit obligation 16,935 17,576 16,435 Return on plan assets at expected long-term rate (18,562) (18,122) (17,223) Amortization 316 99 1,060 -------- -------- -------- Net pension cost $ 3,118 $ 3,545 $ 4,406 ======== ======== ======== Actual return on plan assets $ 32,675 $ 47,717 $ 1,541 ======== ======== ======== 1997 1996 1995 1994 ---- ---- ---- ------ Assumptions used to determine pension cost: Discount rate 7.25% 7.25% 8.25% 7.25% Average rate of increase in future compensation levels 4.13% 4.13% 4.63% 4.35% Expected long-term rate of return on assets 8.50% 8.50% 8.75% 8.75% The funded status of the plans cannot be presented separately for the Company as the Company participates in the plans with other NEES subsidiaries. The following table sets forth the funded status of the NEES companies' plans: At December 31, (In Millions) 1996 1995 ---- ---- Union Non-Union Union Non-Union Employee Employee Employee Employee Plans Plans Plans Plans -------- -------- -------- --------- Benefits earned Actuarial present value of accumulated benefit liability: Vested $298 $342 $293 $343 Nonvested 9 10 8 10 ---- ---- ---- ---- Total 307 352 301 353 ==== ==== ==== ==== Reconciliation of funded status Actuarial present value of projected benefit liability 355 398 346 402 Unrecognized prior service costs (6) (3) (7) (4) SFAS No. 87 transition liability not yet recognized (amortized) - (1) - (1) Net gain (loss) not yet recognized (amortized) 25 15 (1) (23) ---- ---- ---- ---- 374 409 338 374 ---- ---- ---- ---- Pension fund assets at fair value 384 428 349 392 SFAS No. 87 transition asset not yet recognized (amortized) (10) - (11) - ---- ---- ---- ---- 374 428 338 392 ---- ---- ---- ---- Accrued pension/(prepaid) payments recorded on books $ - $(19) $ - $(18) The plans' funded status at December 31, 1996 and 1995 were calculated using the assumed rates from 1997 and 1996, respectively, and the 1983 Group Annuity Mortality table. Plan assets are composed primarily of corporate equity, debt securities, and cash equivalents. 2. Postretirement Benefit Plans Other Than Pensions (PBOPs): The Company provides health care and life insurance coverage to eligible retired employees. Eligibility is based on certain age and length of service requirements and in some cases retirees must contribute to the cost of their coverage. The total cost of PBOPs for 1996, 1995, and 1994 included the following components: Year Ended December 31, (In Thousands) 1996 1995 1994 -------- -------- -------- Service cost - benefits earned during the period $ 2,232 $ 2,368 $ 2,840 Plus (less): Interest cost on accumulated benefit obligation 9,661 11,699 11,050 Return on plan assets at expected long-term rate (5,455) (4,165) (3,306) Amortization 5,267 6,628 7,287 -------- -------- -------- Net postretirement benefit cost $ 11,705 $ 16,530 $ 17,871 ======== ======== ======== Actual return on plan assets $ 10,857 $ 12,209 $ 265 ======== ======== ======== 1997 1996 1995 1994 ---- ---- ---- ---- Assumptions used to determine postretirement benefit cost: Discount rate 7.25% 7.25% 8.25% 7.25% Expected long-term rate of return on assets 8.25% 8.25% 8.50% 8.50% Health care cost rate - 1994 - - - 11.00% Health care cost rate - 1995 to 1999 8.00% 8.00% 8.50% 8.50% Health care cost rate - 2000 to 2004 6.25% 6.25% 8.50% 8.50% Health care cost rate - 2005 and beyond 5.25% 5.25% 6.25% 6.25% The following table sets forth benefits earned and the plans' funded status: At December 31, (In Millions) 1996 1995 ------ ------ Accumulated postretirement benefit obligation: Retirees $ 94 $ 93 Fully eligible active plan participants 11 12 Other active plan participants 39 44 ------ ------ Total benefits earned 144 149 Unrecognized prior service costs - (1) Unrecognized transition obligation (117) (124) Unrecognized net gain 40 26 ------ ------ 67 50 Plan assets at fair value 82 65 ------ ------ Prepaid postretirement benefit costs recorded on books $ 15 $ 15 ====== ====== The plans' funded status at December 31, 1996 and 1995 were calculated using the assumed rates in effect for 1997 and 1996, respectively. The assumptions used in the health care cost trends have 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, 1996 by approximately $17 million and the net periodic cost for 1996 by approximately $2 million. The Company funds the annual tax-deductible contributions. Plan assets are invested in equity and debt securities and cash equivalents. Note F - Short-term Borrowings and Other Accrued Expenses At December 31, 1996, the Company had $44 million of short-term debt outstanding including $39 million in commercial paper borrowings and $5 million of borrowings from affiliates. NEES and certain subsidiaries, including the Company, with regulatory approval, operate a money pool to more effectively utilize cash resources and to reduce outside short-term borrowings. Short-term borrowing needs are met first by available funds of the money pool participants. Borrowing companies pay interest at a rate designed to approximate the cost of outside short-term borrowings. Companies which invest in the pool share the interest earned on a basis proportionate to their average monthly investment in the money pool. Funds may be withdrawn from or repaid to the pool at any time without prior notice. At December 31, 1996, the Company had lines of credit with banks totaling $90 million which are available to provide liquidity support for commercial paper borrowings and other corporate purposes. There were no borrowings under these lines of credit at December 31, 1996. Fees are paid in lieu of compensating balances on most lines of credit. The weighted average rate on outstanding short-term borrowings was 6.1 percent at December 31, 1996. The fair value of the Company's short-term debt equals carrying value. The components of other accrued expenses are as follows: At December 31, (In Thousands) 1996 1995 ------- ------- Rate adjustment mechanisms $39,863 $ 3,908 Accrued wages and benefits 12,591 11,066 Other 2,379 2,162 ------- ------- $54,833 $17,136 ======= ======= Note G - Cumulative Preferred Stock A summary of cumulative preferred stock at December 31, 1996 and 1995 is as follows (dollar amount expressed in thousands except for share data): Shares Authorized Dividends Call and Outstanding Amount Declared Price --------------- ------------- --------------- ----- 1996 1995 1996 1995 1996 1995 ---- ---- ---- ---- ---- ---- ----- $25 Par value - 6.84% Series 600,000 600,000$15,000 $15,000 $1,026 $1,026 (a) $100 Par value - 4.44% Series 75,000 75,000 7,500 7,500 333 333$104.068 4.76% Series 75,000 75,000 7,500 7,500 357 357 103.730 6.99% Series 200,000 200,000 20,000 20,000 1,398 1,398 (b) ------- -------------- -------------- ------- Total 950,000 950,000$50,000 $50,000 $3,114 $3,114 ======= ============== ============== ======= (a) Callable on or after October 1, 1998 at $25.80. (b) Callable on or after August 1, 2003 at $103.50. The annual dividend requirement for total cumulative preferred stock was $3,114,000 for 1996 and 1995. There are no mandatory redemption provisions on the Company's cumulative preferred stock. Note H - Long-term Debt A summary of long-term debt is as follows: At December 31, (In Thousands) Series Rate % Maturity 1996 1995 - --------------------------------------------------------------------------- First Mortgage Bonds: R(92-4) 7.230 June 3, 1997 $ 10,000 $ 10,000 R(92-5) 7.210 June 3, 1997 5,000 5,000 S(92-6) 6.120 August 15, 1997 12,000 12,000 S(92-7) 6.010 August 15, 1997 3,000 3,000 U(95-3) 7.800 February 13, 1998 5,000 5,000 U(95-4) 7.790 February 16, 1998 5,000 5,000 R(92-1) 7.240 December 30, 1998 10,000 10,000 S(92-3) 6.630 August 12, 1999 7,500 7,500 S(92-4) 6.600 August 12, 1999 7,500 7,500 U(95-5) 7.930 February 14, 2000 6,000 6,000 S(92-2) 6.980 July 17, 2000 5,000 5,000 S(92-9) 6.310 September 15, 2000 10,000 10,000 R(92-6) 7.710 July 1, 2002 10,000 10,000 S(92-11) 7.250 October 28, 2002 5,000 5,000 S(92-12) 7.340 November 25, 2002 10,000 10,000 T(93-2) 7.090 January 27, 2003 20,000 20,000 T(93-5) 6.400 June 24, 2003 10,000 10,000 U(93-1) 6.240 November 17, 2003 5,000 5,000 U(94-6) 8.520 November 30, 2004 10,000 10,000 U(95-1) 8.450 January 10, 2005 10,000 10,000 U(95-2) 8.220 January 24, 2005 10,000 10,000 U(95-7) 7.920 March 3, 2005 9,000 9,000 V(95-1) 6.720 June 23, 2005 10,000 10,000 V(96-1) 6.780 November 20, 2006 20,000 T(93-7) 6.660 June 23, 2008 5,000 5,000 T(93-8) 6.660 June 30, 2008 5,000 5,000 T(93-10) 6.110 September 8, 2008 10,000 10,000 T(93-11) 6.375 November 17, 2008 10,000 10,000 R(92-3) 8.550 February 7, 2022 5,000 5,000 S(92-5) 8.180 August 1, 2022 10,000 10,000 S(92-10) 8.400 October 26, 2022 5,000 5,000 T(93-1) 8.150 January 20, 2023 10,000 10,000 T(93-3) 7.980 January 27, 2023 10,000 10,000 T(93-4) 7.690 February 24, 2023 10,000 10,000 T(93-6) 7.500 June 23, 2023 3,000 3,000 T(93-9) 7.500 June 29, 2023 7,000 7,000 U(93-2) 7.200 November 15, 2023 10,000 10,000 U(93-3) 7.150 November 24, 2023 1,000 1,000 U(94-1) 7.050 February 2, 2024 10,000 10,000 U(94-2) 8.080 May 2, 2024 5,000 5,000 U(94-3) 8.030 June 14, 2024 5,000 5,000 U(94-4) 8.160 August 9, 2024 5,000 5,000 U(94-5) 8.850 November 7, 2024 1,000 1,000 U(95-6) 8.460 February 28, 2025 3,000 3,000 V(95-2) 7.630 June 27, 2025 10,000 10,000 V(95-3) 7.600 September 12, 2025 10,000 10,000 V(95-4) 7.630 September 12, 2025 10,000 10,000 Unamortized discounts (1,679) (1,733) -------- -------- Total long-term debt 373,321 353,267 ======== ======== Long-term debt due in one year 30,000 -------- -------- $343,321 $353,267 ======== ======== Substantially all of the properties and franchises of the Company are subject to the lien of mortgage indentures under which the first mortgage bonds have been issued. In July 1996, Nantucket issued $28 million of tax-exempt long- term debt at rates ranging from 4.10 percent to 6.75 percent to fund construction of an undersea cable. The Company guaranteed the debt on behalf of Nantucket. The Company will make cash payments of $30,000,000 in 1997, $20,000,000 in 1998, $15,000,000 in 1999, and $21,000,000 in 2000 to retire maturing mortgage bonds. There are no cash payments required in 2001. At December 31, 1996, the Company's long-term debt had a carrying value of approximately $343,000,000 and had a fair value of approximately $380,000,000. The fair market value of the Company's long-term debt was estimated based on the quoted prices for similar issues or on the current rates offered to the Company for debt of the same remaining maturity. Note I - Restrictions on Retained Earnings Available for Dividends on Common Stock As long as any preferred stock is outstanding, certain restrictions on payment of dividends on common stock would come into effect if the "junior stock equity" was, or by reason of payment of such dividends became, less than 25 percent of "Total capitalization." However, the junior stock equity at December 31, 1996 was 50 percent of total capitalization, and accordingly, none of the Company's retained earnings at December 31, 1996 were restricted as to dividends on common stock under the foregoing provisions. Under restrictions contained in the indentures relating to first mortgage bonds, $20,113,000 of the Company's retained earnings at December 31, 1996 were restricted as to dividends on common stock. Note J - Supplementary Income Statement Information Advertising expenses, expenditures for research and development, and rents were not material and there were no royalties paid in 1996, 1995, or 1994. Taxes, other than income taxes, charged to operating expenses are set forth by classes as follows: Year Ended December 31, (In Thousands) 1996 1995 1994 ------- ------- ------- Municipal property taxes $23,304 $23,119 $21,186 Federal and state payroll and other taxes 7,255 6,903 7,478 ------- ------- ------- $30,559 $30,022 $28,664 New England Power Service Company, an affiliated service company operating pursuant to the provisions of Section 13 of the Public Utility Holding Company Act of 1935, furnished services to the Company at the cost of such services. These costs amounted to $67,756,000, $67,680,000, and $71,107,000, including capitalized construction costs of $9,330,000, $7,660,000, and $8,977,000 for each of the years 1996, 1995, and 1994, respectively. Massachusetts Electric Company Operating Statistics (Unaudited) Year Ended December 31, 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- Sources of Energy (Thousands of kWh) Purchased energy: From New England Power Company, an affiliate 16,757,485 16,594,81216,455,77416,179,204 16,005,087 From others 3,570 2,887 3,364 12,676 13,916 ---------- ------------------------------ ---------- Total purchased 16,761,055 16,597,69916,459,13816,191,880 16,019,003 Losses, company use, etc. (739,586)(730,608)(733,804) (740,390) (711,157) ---------- ------------------------------ ---------- Total sources of energy 16,021,469 15,867,09115,725,33415,451,490 15,307,846 ========== ============================== ========== Sales and Deliveries of Energy (Thousands of kWh) Residential 5,855,0545,768,6355,798,806 5,694,539 5,645,350 Commercial 6,141,6385,999,5555,936,170 5,743,924 5,645,867 Industrial 3,926,3313,998,5063,885,391 3,850,075 3,907,040 Other 86,186 89,759 95,382 99,991 105,842 Total sales to ---------- ------------------------------ ---------- ultimate customers 16,009,209 15,856,45515,715,74915,388,529 15,304,099 Sales for resale 12,260 10,636 9,585 62,961 3,747 ---------- ------------------------------ ---------- Total sales of energy 16,021,469 15,867,09115,725,33415,451,490 15,307,846 ---------- ------------------------------ ---------- Deliveries 97,141 - - - - ---------- ------------------------------ ---------- Total sales and deliveries of energy 16,118,610 15,867,09115,725,33415,451,490 15,307,846 ========== ============================== ========== Maximum Demand (kW - one hour peak) 2,855,0003,029,0003,016,000 2,819,000 2,791,000 Average Annual Use per Residential Customer (kWh) 6,887 6,844 6,948 6,888 6,886 Number of Customers at December 31 Residential 854,108 847,437 839,443 831,223 824,072 Commercial 99,085 97,211 95,430 93,414 92,281 Industrial 4,445 4,503 4,551 4,637 4,624 Other 824 854 880 906 952 ---------- ------------------------------ ---------- Total ultimate customers 958,462 950,005 940,304 930,180 921,929 Other (for resale) 178 179 178 278 22 Deliveries 14 - - - - ---------- ------------------------------ ---------- Total customers 958,654 950,184 940,482 930,458 921,951 ========== ============================== ========== Operating Revenue (In Thousands) Residential $ 612,134 $ 610,856$ 588,518$ 593,336 $ 549,884 Commercial 566,743 543,715 523,826 518,965 510,638 Industrial 312,539 312,057 301,502 316,140 319,905 Other 18,627 17,991 17,147 17,416 17,489 ---------- ------------------------------ ---------- Total revenue from ultimate customers 1,510,0431,484,6191,430,993 1,445,857 1,397,916 Amortization of unbilled revenues - - 32,300 2,700 - Sales for resale 1,182 1,013 924 5,399 278 ---------- ------------------------------ ---------- Total revenue from electric sales 1,511,2251,485,6321,464,217 1,453,956 1,398,194 Other operating revenue 27,312 20,044 17,853 14,584 14,754 ---------- ------------------------------ ---------- Total operating revenue $1,538,537 $1,505,676$1,482,070$1,468,540 $1,412,948 ========== ============================== ========== Massachusetts Electric Company Selected Financial Information Year Ended December 31, (In Millions) 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- Operating revenue: Electric sales (excluding fuel cost recovery) $1,084 $1,072 $1,088 $1,062 $1,012 Fuel cost recovery 427 414 376 392 386 Other 28 20 18 15 15 ------ ------ ------ ------ ------ Total operating revenue $1,539 $1,506 $1,482 $1,469 $1,413 Net income $ 38 $ 29 $ 35 $ 24 $ 35 Total assets $1,390 $1,343 $1,296 $1,232 $1,015 Capitalization: Common equity $ 427 $ 412 $ 384 $ 382 $ 331 Cumulative preferred stock 50 50 50 50 50 Long-term debt 343 353 266 265 266 ------ ------ ------ ------ ------ Total capitalization $ 820 $ 815 $ 700 $ 697 $ 647 Preferred dividends declared $ 3 $ 3 $ 3 $ 4 $ 3 Common dividends declared $ 19 $ 13 $ 30 $ 19 $ 23 Selected Quarterly Financial Information (Unaudited) First Second Third Fourth (In Thousands) Quarter Quarter Quarter Quarter ------- ------- ------- ------- 1996 Operating revenue $390,819 $358,479 $398,542 $390,697 Operating income $ 20,687 $ 13,783 $ 13,538 $ 23,953 Net income $ 10,734 $ 5,456 $ 4,774 $ 16,962 1995 Operating revenue $373,092 $355,431 $392,575 $384,578 Operating income $ 13,349 $ 11,173 $ 11,799 $ 25,349 Net income $ 5,126 $ 2,567 $ 3,653 $ 17,755 Per share data is not relevant because the Company's common stock is wholly-owned by New England Electric System. A copy of Massachusetts Electric Company's Annual Report on Form 10-K to the Securities and Exchange Commission for the year ended December 31, 1996 will be available on or about April 1, 1997, without charge, upon written request to Massachusetts Electric Company, Shareholder Services Department, 25 Research Drive, Westborough, Massachusetts 01582.