PAGE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549-1004 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File Number 1-7316 COMMONWEALTH ENERGY SYSTEM (Exact name of registrant as specified in its Declaration of Trust) Massachusetts 04-1662010 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Main Street, Cambridge, Massachusetts 02142-9150 (Address of principal executive offices) (Zip Code) (617) 225-4000 (Registrant's telephone number, including area code) (Former name, address and fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class of Common Stock August 1, 1994 Common Shares of Beneficial Interest, $4 par value 10,457,064 shares PAGE 2 PART I. - FINANCIAL INFORMATION Item 1. Financial Statements COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES CONDENSED BALANCE SHEETS JUNE 30, 1994 AND DECEMBER 31, 1993 ASSETS (Unaudited) June 30, December 31, 1994 1993 (Dollars in Thousands) PROPERTY, PLANT AND EQUIPMENT, at original cost Electric $1 028 100 $1 018 121 Gas 329 265 322 314 Other 58 459 58 473 1 415 824 1 398 908 Less - Accumulated depreciation and amortization 447 593 425 483 968 231 973 425 Add - Construction work in progress and nuclear fuel in process 13 265 11 089 981 496 984 514 LEASED PROPERTY, net 15 780 16 150 INVESTMENTS Nuclear electric power companies (2.5% to 4.5%) 9 899 9 660 Other investments 3 957 3 889 13 856 13 549 CURRENT ASSETS Cash and cash equivalents 7 070 6 007 Accounts receivable 103 223 93 663 Unbilled revenues 17 227 43 279 Inventories, at average cost 28 116 36 102 Prepaid taxes and other 4 750 15 231 160 386 194 282 DEFERRED CHARGES 124 521 106 668 $1 296 039 $1 315 163 PAGE 3 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES CONDENSED BALANCE SHEETS JUNE 30, 1994 AND DECEMBER 31, 1993 CAPITALIZATION AND LIABILITIES (Unaudited) June 30, December 31, 1994 1993 (Dollars in Thousands) CAPITALIZATION Common share investment - Common shares, $4 par value - Authorized - 18,000,000 shares Outstanding - 10,402,523 in 1994 and 10,295,077 in 1993 $ 41 610 $ 41 180 Amounts paid in excess of par value 98 875 94 657 Retained earnings 216 788 201 233 357 273 337 070 Redeemable preferred shares, less current sinking fund requirements 15 230 15 480 Long-term debt, including premiums, less current sinking fund requirements and maturing debt 437 318 448 893 809 821 801 443 CAPITAL LEASE OBLIGATIONS 14 171 14 456 CURRENT LIABILITIES Interim Financing - Notes payable to banks - 71 975 Maturing long-term debt 20 000 10 000 20 000 81 975 Other Current Liabilities - Current sinking fund requirements 6 793 6 793 Accounts payable 117 195 90 006 Accrued taxes 12 542 9 090 Other 40 263 37 322 176 793 143 211 196 793 225 186 DEFERRED CREDITS Accumulated deferred income taxes 160 602 156 851 Unamortized investment tax credits and other 114 652 117 227 275 254 274 078 COMMITMENTS AND CONTINGENCIES $1 296 039 $1 315 163 See accompanying notes. PAGE 4 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES CONDENSED STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (Dollars in Thousands) OPERATING REVENUES Electric $147 836 $146 416 $319 079 $297 477 Gas 62 757 53 809 198 306 174 669 Steam and other 3 039 3 122 9 153 8 103 213 632 203 347 526 538 480 249 OPERATING EXPENSES Fuel and purchased power 79 891 81 565 182 020 164 645 Cost of gas sold 36 515 29 475 107 922 89 587 Other operation and maintenance 65 174 67 415 127 897 131 771 Depreciation 10 350 9 116 23 239 22 268 Taxes - Local property and other 5 716 6 075 13 604 13 948 Federal and state income 1 785 815 19 520 15 276 199 431 194 461 474 202 437 495 OPERATING INCOME 14 201 8 886 52 336 42 754 OTHER INCOME 198 4 129 808 4 580 INCOME BEFORE INTEREST CHARGES 14 399 13 015 53 144 47 334 INTEREST CHARGES Long-term debt 9 852 9 638 19 702 18 245 Other interest charges 931 1 225 1 974 2 946 Allowance for borrowed funds used during construction (144) (22) (243) (94) 10 639 10 841 21 433 21 097 NET INCOME 3 760 2 174 31 711 26 237 Dividends on preferred shares 297 312 594 624 EARNINGS APPLICABLE TO COMMON SHARES $ 3 463 $ 1 862 $ 31 117 $ 25 613 AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10 382 879 10 190 518 10 355 670 10 175 756 EARNINGS PER COMMON SHARE $ .32 $ .18 $3.00 $2.52 DIVIDENDS DECLARED PER COMMON SHARE $ .75 $ .73 $1.50 $1.46 See accompanying notes. PAGE 5 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993 (Unaudited) 1994 1993 (Dollars in Thousands) OPERATING ACTIVITIES Net income $ 31 711 $ 26 237 Effects of non-cash items - Depreciation and amortization 29 937 27 718 Deferred income taxes and investment tax credits, net 1 093 3 228 Earnings from corporate joint ventures (849) (780) Dividends from corporate joint ventures 543 687 Change in working capital, exclusive of cash, cash equivalents and interim financing 68 541 41 814 All other operating items (24 208) (20 880) Net cash provided by operating activities 106 768 78 024 INVESTING ACTIVITIES Additions to property, plant and equipment (exclusive of AFUDC) Electric (11 771) (11 566) Gas (8 303) (7 627) Other (80) (633) Allowance for borrowed funds used during construction (243) (94) Net cash used for investing activities (20 397) (19 920) FINANCING ACTIVITIES Sale of common shares 4 648 2 556 Payment of dividends (16 156) (15 498) Payment of short-term borrowings (71 975) (83 425) Long-term debt issues - 65 000 Long-term debt issues refunded - (21 300) Sinking funds payments (1 825) (1 838) Net cash used for financing activities (85 308) (54 505) Net increase in cash and cash equivalents 1 063 3 599 Cash at beginning of period 6 007 1 522 Cash and cash equivalents at end of period $ 7 070 $ 5 121 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest (net of capitalized amounts) $ 20 570 $ 18 836 Income taxes $ 5 180 $ 10 586 See accompanying notes. PAGE 6 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES NOTES TO CONDENSED FINANCIAL STATEMENTS (1) Accounting Policies Commonwealth Energy System, the parent company, is referred to in this report as the "System" and, together with its subsidiaries, is collectively referred to as "the system." The system's significant accounting policies are described in Note 1 of Notes to Consolidated Financial Statements included in its 1993 Annual Report on Form 10-K filed with the Securities and Exchange Commission. For interim reporting purposes, the system follows these same basic accounting policies but considers each interim period as an integral part of an annual period and makes allocations of certain expenses to interim periods based upon estimates of such expenses for the year. Regulated subsidiaries of the System have established various regulatory assets in cases where the Massachusetts Department of Public Utilities (DPU) and/or the Federal Energy Regulatory Commission (FERC) have permitted, or are expected to permit, recovery of specific costs over time. Similarly, certain regulatory liabilities established by the system are expected to be refunded to customers over time. As of June 30, 1994, principal regulatory assets included in deferred charges were $20.8 million for transition costs associated with FERC Order 636, $16 million for postretirement benefit costs including pensions, $13.9 million for abandonment and nonconstruction costs related to the Seabrook project, $13.8 million for unrecovered plant and decommissioning costs for the Yankee Atomic nuclear plant, $11.2 million for Commonwealth Electric Company's (Commonwealth Electric) rate stabilization plan, $7.3 million related to deferred income taxes and $7.2 million in litigation costs associated with a settlement agreement with Boston Edison Company relative to the Pilgrim nuclear plant. The more significant regulatory liabilities, reflected in deferred credits, include $17.7 million related to income taxes. Generally, expenses which relate to more than one interim period are allocated to other periods to more appropriately match revenues and expenses. Principal items of expense which are allocated other than on the basis of passage of time are depreciation and property taxes of the gas subsidiary, Commonwealth Gas Company (Commonwealth Gas). These expenses are recorded for interim reporting purposes based upon projected gas revenue. Income tax expense is recorded using the statutory rates in effect applied to book income subject to tax for each interim period. The unaudited financial statements for the periods ended June 30, 1994 and 1993, reflect, in the opinion of the System, all adjustments necessary to summarize fairly the results for such periods. In addition, certain prior period amounts are reclassified from time to time to con- form with the presentation used in the current period's financial statements. The results for interim periods are not necessarily indicative of results for the entire year because of seasonal variations in the consumption of energy and Commonwealth Gas' seasonal rate structure. PAGE 7 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES (2) Commitments and Contingencies (a) Construction The system is engaged in a continuous construction program presently estimated at $358.3 million for the five-year period 1994 through 1998. Of that amount, $71.9 million is estimated for 1994. The program is subject to periodic review and revision. (b) Decommissioning of Nuclear Power Plants The system, through Canal Electric Company (Canal), has a 3.52% joint-ownership interest in the Seabrook nuclear power plant. Canal and the other joint owners have established a Seabrook Nuclear Decommissioning Financing Fund to cover post operational decommissioning costs. The estimated cost to decommission the plant is $374 million, in 1994 dollars, through June 30, 1994. Canal's share, less its share of the market value of the decommissioning trust, would amount to approximately $12.2 million. The system also has ownership interests in four nuclear generating facilities in New England and is obligated to pay its proportionate share of the capacity and energy costs associated with these units, which include depreciation, operations and maintenance, a return on invested capital and the estimated cost of decommissioning the nuclear plants at the end of their estimated service lives. Pertinent information with respect to projected decommissioning costs, in 1993 dollars, resulting from life-of-the-unit contracts from these units is as follows: Connecticut Maine Vermont Yankee Yankee Yankee Yankee Atomic* (Dollars in Millions) Equity ownership 4.50% 4.00% 2.50% 4.50% Plant entitlement 4.50% 3.59% 2.25% 4.50% Plant capability (MW) 560.0 870.0 496.0 - System entitlement (MW) 25.2 31.2 11.2 - Contract expiration date 1998 2008 2012 - Decommissioning cost estimate (100%) $325.0 $316.6 $253.0 $307.0 System's decommissioning cost $ 14.6 $ 11.4 $ 5.7 $ 13.8 * On February 26, 1992, the Board of Directors of Yankee Atomic Electric Company agreed to permanently discontinue power operation of its plant and decommission the facility. Cambridge Electric Light Company's (Cambridge Electric) and Commonwealth Electric's respective 2% and 2.5% investment in Yankee Atomic is approximately $1.1 million as of June 30, 1994. The companies' estimated decommissioning costs include their unrecovered share of all costs associated with the shutdown of the facility, recovery of its plant investment, and decommissioning and closing the plant. This amount is reflected in the accompanying Balance Sheets as a liability and a corresponding regulatory asset. PAGE 8 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES (c) Environmental The system is subject to laws and regulations administered by federal, state and local authorities relating to the quality of the environment. These laws and regulations affect, among other things, the siting and operation of electric generating and transmission facilities and can require the installation of expensive air and water pollution control equipment. These regulations have had an impact upon the system's operations in the past and will continue to have an impact upon future operations, capital costs and construction schedules of major facilities. For additional information, see "Environmental Matters" in Management's Discussion and Analysis of Financial Condition and Results of Operations. (d) FERC Order No. 636 As a result of implementing FERC Order No. 636 (Order 636), each interstate pipeline company is allowed to collect certain transition costs from their customers that resulted from the pipelines' need to buy out gas supply contracts entered into prior to the issuance of Order 636. Commonwealth Gas has been billed a total of approximately $21.1 million from Tennessee Gas Pipeline Company (Tennessee), Algonquin Gas Transmission Company (Algonquin) and Texas Eastern Transmission Company (Texas Eastern) through June 30, 1994. It was initially anticipated that as much as $45 million in transition costs would be sought by these suppliers through a series of FERC filings over a 12 to 24 month period that began on June 1, 1993. As of October 29, 1993, Commonwealth Gas received preliminary DPU authorization to recover these costs, with carrying charges, through the cost of gas adjustment (CGA) over a four-year period that began in November 1993. As a result, a regulatory asset totaling $20.8 million is reflected in deferred charges as of June 30, 1994. In addition, a related liability of $8.9 million is reflected in deferred credits. After extensive negotiations between Texas Eastern, Tennessee and their customers (including Commonwealth Gas), settlements were reached regarding a number of transition obligation issues. The settlement with Texas Eastern, which was recently approved by FERC, calls for the pipeline to absorb approximately 20% of all transition costs incurred from June 1993 forward. This agreement also provides for an extended billing period and annual caps on the collection of future costs. Commonwealth Gas believes that the absorption requirement will give the pipeline incentive to minimize future costs. The settlement with Tennessee, which has yet to be approved by FERC, will lower one element of Commonwealth Gas' transition obligation by approximately $1 million. Further negotiations are underway with Tennessee to craft a total settlement similar to that achieved with Texas Eastern. Negotiations continue with the pipelines on several other issues. As a result Commonwealth Gas is unable to predict its final transition obligation at this time, however, based on these and subsequent settlement PAGE 9 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES activities, Commonwealth Gas will adjust its regulatory asset and liability accounts accordingly. (e) Rate Stabilization Plan Commonwealth Electric implemented a Fuel Charge (FC) rate settlement on April 1, 1994 that will stabilize its quarterly FC rate during the years 1994 through 1996 at 6.5 cents per KWH and between 6.5 cents and 6.7 cents per KWH during 1997. This settlement results in Commonwealth Electric billing its customers a significantly lower rate than would have been in effect on April 1, 1994 had the DPU not approved the proposal. Commonwealth Electric's customers would have been billed for increased costs that resulted from certain higher-priced, long-term contract obligations. This rate stabilization results from the use of a cost deferral mechanism that was sponsored jointly by Commonwealth Electric and the Massachusetts Attorney General and approved by the DPU. The stabilized FC rate could save customers between 1.75% and 5% on their annual electric bills from 1994 through 1997. The deferred costs are being charged to a regulatory asset to be recovered, with carrying charges, over the subsequent six-year period beginning in 1998 pursuant to a recovery schedule to be approved by the DPU. The deferred amount, excluding carrying charges, is restricted to a maximum of $40 million during the settlement period (1994 through 1997) and is further limited to an annual cost deferral of $16 million which is the amount Commonwealth Electric anticipates will be deferred in 1994. As of June 30, 1994, Commonwealth Electric has deferred $11.2 million, including carrying charges. The rate stabilization mechanism is part of a long-term plan to control Commonwealth Electric's retail rates. This plan will help to eliminate the disincentive for economic development resulting from a volatile and unpredictable FC rate. The stabilized FC rate will enable current and prospective customers to better plan their business and personal finances in a more efficient and effective manner. In addition to the Massachusetts Attorney General, this proposal has been widely supported by various business and customer groups and other political interests. PAGE 10 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition Capital resources of the System and its subsidiaries are derived principally from retained earnings and equity funds provided through the System's Dividend Reinvestment and Common Share Purchase Plan (DRP). Supplemental interim funds are borrowed on a short-term basis and, when necessary, replaced with new equity and/or debt issues through permanent financing secured on an individual company basis. The system purchases 100% of all subsidiary common stock issues and provides, to the extent possible, a portion of the subsidiaries' short-term financing needs. These capital resources provide the funds required for the subsidiary companies' construction programs, current operations, debt service and other capital requirements. For the first six months of 1994, cash flows from operating activities amounted to approximately $106.8 million and reflect net income of $31.7 million and non-cash items such as depreciation ($23.6 million), amortization ($6.3 million) and deferred income taxes (net of investment tax credits) which amounted to $1.1 million. The change in working capital since December 31, 1993, exclusive of cash ($3.5 million), cash equivalents (a temporary cash investment at June 30, 1994 of $3.6 million) and interim financing ($72 million), amounted to $68.5 million and had a significant positive effect on cash flows from operating activities. The working capital change reflects lower levels of inventory ($8 million), unbilled revenues ($26.1 million), prepaid taxes ($8.6 million), miscellaneous current assets ($1.9 million) coupled with higher levels of accounts payable ($27.2 million), accrued income taxes ($3.5 million) and other miscellaneous current liabilities ($2.8 million). These were offset, in part, by a higher level of accounts receivable ($10 million). The change in all other operating items of $24.1 million includes an $11.2 million regulatory asset established pursuant to Commonwealth Electric's rate stabilization plan. Construction expenditures for the first six months of 1994 were approximately $20.5 million, including an allowance for funds used during construction (AFUDC) and nuclear fuel. Construction expenditures for the period, together with the preferred and common dividend requirements of the System ($16.2 million), were funded entirely with internally generated funds. In addition to satisfying these capital requirements, the reduction in short-term borrowings of $72 million was accomplished for the most part with internal funds generated from higher unit sales experienced by both the electric and gas divisions during the first half of this year (including record gas sales during the first quarter) and continued cost containment efforts. As of June 30, 1994, the system had no outstanding short-term bank borrowings. Results of Operations The following is a discussion of certain significant factors which have affected operating revenues, expenses and net income during the PAGE 11 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES periods included in the accompanying condensed statements of income. This discussion should be read in conjunction with the Notes to Condensed Financial Statements appearing elsewhere in this report. A summary of the period to period changes in the principal items included in the condensed statements of income for the three and six months ended June 30, 1994 and 1993 is shown below: Three Months Six Months Ended June 30, Ended June 30, 1994 and 1993 1994 and 1993 Increase (Decrease) (Dollars in Thousands) Operating Revenues - Electric $ 1 420 1.0% $ 21 602 7.3% Gas 8 948 16.6 23 637 13.5 Steam and other (83) (2.7) 1 050 13.0 10 285 5.1 46 289 9.6 Operating Expenses - Fuel and purchased power (1 674) (2.1) 17 375 10.6 Cost of gas sold 7 040 23.9 18 335 20.5 Other operation and maintenance (2 241) (3.3) (3 874) (2.9) Depreciation 1 234 13.5 971 4.4 Taxes - Local property and other (359) (5.9) (344) (2.5) Federal and state income 970 119.0 4 244 27.8 4 970 2.6 36 707 8.4 Operating Income 5 315 59.8 9 582 22.4 Other Income (3 931) (95.2) (3 772) (82.4) Income Before Interest Charges 1 384 10.6 5 810 12.3 Interest Charges (202) (1.9) 336 1.6 Net Income 1 586 73.0 5 474 20.9 Dividends on preferred shares (15) (4.8) (30) (4.8) Earnings Applicable to Common Shares $ 1 601 86.0 $ 5 504 21.5 Unit Sales Electric - Megawatthours (MWH) Retail 25 522 2.4 50 057 2.3 Wholesale 214 787 25.8 396 143 21.7 240 309 12.8 446 200 11.1 Gas - Billions of British Thermal Units (BBTU) Firm 113 2.0 1 132 4.8 Interruptible 1 741 393.0 1 716 333.2 1 854 30.1 2 848 11.7 PAGE 12 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES The following is a summary of electric and gas unit sales for the three and six-month periods indicated: Three Months Ended Six Months Ended June 30, June 30, 1994 1993 1994 1993 Electric Sales - MWH Residential 386 628 377 785 891 517 871 584 Commercial 486 574 472 389 975 970 946 967 Industrial 104 840 101 498 201 397 195 313 Other 91 884 92 732 194 054 199 017 Total retail sales 1 069 926 1 044 404 2 262 938 2 212 881 Wholesale to other systems 1 048 553 833 766 2 219 759 1 823 616 Total 2 118 479 1 878 170 4 482 697 4 036 497 Gas Sales - BBTU Residential 3 238 3 294 14 361 13 921 Commercial 1 584 1 529 6 921 6 607 Industrial 711 612 2 394 2 197 Other 295 280 1 283 1 102 Total firm sales 5 828 5 715 24 959 23 827 Interruptible sales 2 184 443 2 231 515 Total 8 012 6 158 27 190 24 342 Electric Revenues, Fuel and Purchased Power and Electric Unit Sales For the first six months of 1994, electric operating revenues increased $21.6 million or 7.3% due primarily to an increase in fuel and purchased power costs, a 2.3% increase in retail unit sales (discussed below) and new retail rates for Cambridge Electric which became effective June 1, 1993. This was slightly offset by a $900,000 reduction in Cambridge Electric's and Commonwealth Electric's conservation and load management costs (C&LM), which are being recovered in revenues. The recovery of lost base revenues related to conservation and load management (C&LM) programs increased by $408,000 for the six-month period but decreased $239,000 in the current quarter when compared to the same period in 1993. The recovery of lost base revenues is allowed by the DPU to encourage effective implementation of C&LM programs. The KWH savings that are realized as a result of the successful implementation of C&LM programs serve as the basis for determining lost base revenues. For the current six-month period, fuel and purchased power costs rose $17.4 million or nearly 11% and reflects Commonwealth Electric's purchases from higher-cost must-run non-utility generators contracted for in the 1980s when its customer base grew dramatically and forecasts predicted continued growth. Commonwealth Electric is currently involved in the renegotiation of various power contracts which include price restructuring, contract buy-outs and/or generating unit shutdowns that could also reduce its cost of power. Fuel and purchased power costs averaged 4.1 cents per KWH for both the current and prior year six-month periods and reflects the PAGE 13 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES deferral in the current quarter of $11.1 million for costs related to Commonwealth Electric's rate stabilization mechanism. The cost of electricity purchased for resale for the six-month periods ended June 30, 1994 and 1993 also included $836,000 and $4.8 million, respectively, of capacity-related costs associated with certain purchased power contracts that were not recovered in revenues due to the recovery mechanism established by the DPU. The impact of this under-recovery reduced net income by $508,000 and $2.9 million for the current quarter and six-month periods. (Refer to the "Power Contracts" section to follow.) The increase of 2.3% in retail unit sales for the first half of 1994 was due to higher unit sales to the residential (2.3%), commercial (3.1%) and industrial (3.1%) sectors and reflects the impact of the extreme cold weather conditions experienced in the system's service territory during the first quarter. The significant increases in wholesale unit sales during the current quarter and six-month period reflects the changing capacity needs of the New England Power Pool and non-affiliated utilities. Fluctuations in the level of wholesale electric sales have little, if any, impact on net income. Gas Revenues, Cost of Gas Sold and Gas Unit Sales For the first six months of 1994, gas operating revenues increased $23.4 million or 13.5% due to higher firm and interruptible unit sales, an increase in the cost of gas sold ($18.3 million) and higher C&LM costs ($2 million) which Commonwealth Gas began recovering in late 1992. The average cost of gas per MMBTU increased to $3.97 compared to $3.68 for the same period in 1993 due to higher gas prices during the first quarter and, to a lesser extent, the transition costs related to Order 636 and higher LNG costs. For the first half of 1994, firm unit sales rose 4.8% as each customer segment showed improvement due primarily to the extreme cold weather during first quarter. Other Operating Expenses Other operation and maintenance declined during the current quarter and first half of 1994 by 3.3% and 2.9%, respectively, due primarily to savings resulting from a second quarter 1993 work force reduction ($2.7 million), the absence of severance pay incurred in 1993 relative to the work force reduction ($3.7 million), lower maintenance costs ($2.3 million), a decline in the provision for bad debts due to improved collection experience ($757,000) and lower insurance and employee benefit costs ($524,000) offset, in part, by a higher level of current C&LM charges incurred primarily at Commonwealth Gas ($1.2 million). Depreciation expense increased in both current periods due to a higher level of plant in service and also reflects, in the current quarter, the impact of a June 1993 adjustment that resulted from a revision to the accrual rate to reflect the extension of the depreciable life of Canal's Unit 1 from 1996 to 2002. Local property and other taxes declined by 5.9% and 2.5% for the current quarter and year-to-date reflecting lower payroll taxes ($462,000) offset somewhat by higher property tax rates and PAGE 14 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES assessments by various cities and towns in the system's service area ($118,000). The significant increase in federal and state income taxes in both reporting periods reflects the higher level of pre-tax income and an increase in the federal tax rate to 35%. Other Income and Interest Charges The significant decreases in other income during the current quarter and six-month period were due primarily to the absence of a 1993 second quarter reversal of a contingency reserve ($3.8 million pre-tax) related to the system's Seabrook investment. The decision to eliminate the reserve was prompted by the allowance in base rates of Seabrook costs at the state level for Cambridge Electric. This was offset, in part, by an increase ($129,000) in the equity component of AFUDC. For the first six months of 1994, long-term interest charges increased by approximately 8% due to a higher level of long-term debt reflecting the new debt issued by Commonwealth Electric, Commonwealth Gas and Hopkinton LNG Corp. during 1993 ($1.5 million). Interest on short-term borrowings decreased $972,000 due to the significantly lower average level of borrowings resulting from the 1993 financing activity. Environmental Matters Commonwealth Gas is participating in the assessment of a number of former manufactured gas plant (MGP) sites and alleged MGP waste disposal locations to determine if and to what extent such sites have been contaminated and whether Commonwealth Gas may be responsible for remedial actions. The costs associated with the clean-up of these sites are recoverable in rates through the cost of gas adjustment clause pursuant to a 1990 DPU order that provides for recovery of these expenditures over a seven-year amortization period without carrying costs. Commonwealth Gas has recorded an estimated $2.3 million liability that reflects its best estimate (based on current information) of the costs to be incurred in connection with the assessment and remediation activities identified to this point. Commonwealth Gas has also recorded a regulatory asset in anticipation of recovery of these costs in rates. Commonwealth Gas is unable to predict the total cost to ultimately resolve these matters, due to significant uncertainty as to the actual site conditions and the extent of any associated remediation activities and the assignment of responsibility. However, it is expected that all such costs will continue to be recovered in rates as described above. Commonwealth Gas and certain other system subsidiaries are also involved in other known or potentially contaminated sites with costs which may not be recoverable in rates and have recorded an estimated liability (and a charge to operations) of $560,000 in total to cover the expected costs associated with assessment and remediation activities. These estimates will be adjusted as further investigation and assignment of PAGE 15 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES responsibility occurs. As noted above, the system is unable to predict at this time the ultimate cost to resolve these matters due to the uncertainties inherent in the site investigation and remediation process. Power Contracts Cambridge and Commonwealth Electric have long-term contracts for the purchase of electricity from various sources. Generally, these contracts are for fixed periods and require that Cambridge and Commonwealth Electric pay a demand charge for their capacity entitlement in each unit and an energy charge to cover the cost of fuel. Cambridge and Commonwealth Electric collect a portion of their capacity-related purchased power costs associated with certain long-term power arrangements through their base rates. The recovery mechanism for these costs uses a per KWH factor which is calculated using historical (test-period) capacity costs and unit sales. This factor is then applied to current monthly KWH sales. When current period capacity costs and/or unit sales vary from test-period levels, Cambridge and Commonwealth Electric experience a revenue excess or short- fall. All other capacity and energy-related purchased power costs are recovered through their respective Fuel Charge. Power Contract Negotiations On May 2, 1994, Commonwealth Electric and Cambridge Electric gave notice of termination of power purchase agreements with Eastern Energy Corp. (Eastern), the developer of a proposed 300 MW coal-fired plant in New Bedford, Massachusetts. In June 1989, in order to meet rising energy requirements, Commonwealth Electric and Cambridge Electric agreed to buy 27% (50 MW and 33 MW, respectively) of the power to be produced by the proposed plant, originally scheduled to begin operation in January 1992. That date and later revised scheduled operating dates have not been achieved, and the proposed plant has still not received the necessary permits. Efforts to reshape the Eastern power purchase agreements to provide a satisfactory arrangement were unsuccessful. The companies' actions are based on Eastern's failure to meet its contractual obligations. In a letter dated June 30, 1994, Eastern provided to Commonwealth Electric and Cambridge Electric written notice of arbitration and its designation of an arbitrator pursuant to the 1989 agreements. Commonwealth Electric and Cambridge Electric by letter dated July 29, 1994 provided to Eastern notice of the companies' designation of an arbitrator and on July 30, 1994 filed an action in the Middlesex Superior Court (the Court) which seeks to have the issues which are to be the subject of the arbitration decided by the Court. Commonwealth Electric has filed with the DPU for the approval of a buy- out and termination of another power contract with a second independent power producer. If this buy-out proposal is approved, the resulting net replacement cost savings would be passed through to Commonwealth Electric's customers. PAGE 16 COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES PART II - OTHER INFORMATION Item 1. Legal Proceedings The system is not a party to any pending material legal proceeding. Item 2. Changes in the Rights of the Company's Security Holders None Item 3. Defaults by the Company on its Senior Securities None Item 4. Results of Votes of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended June 30, 1994. PAGE 17 COMMONWEALTH ENERGY SYSTEM SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMONWEALTH ENERGY SYSTEM (Registrant) Principal Financial Officer: JAMES D. RAPPOLI James D. Rappoli, Financial Vice President and Treasurer Principal Accounting Officer: JOHN A. WHALEN John A. Whalen, Comptroller Date: August 12, 1994