<PAGE 1> UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549-1004 Form 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Shares of Beneficial New York Stock Exchange, Inc. Interest $4 par value Boston Stock Exchange, Inc. Pacific Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: Title of Class None Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ x ] 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 [ ] Aggregate market value of the voting stock held by non-affiliates of the registrant as of March 15, 1995: $427,406,076 Common Shares outstanding at March 15, 1995: 10,585,909 shares Document Incorporated by Reference Part in Form 10-K Notice of 1995 Annual Meeting, Proxy State- ment and 1994 Financial Information, dated March 31, 1995 (pages as specified herein) Parts I, II and III <PAGE 2> COMMONWEALTH ENERGY SYSTEM The undersigned registrant hereby amends the following item of its Annual Report for 1994 on Form 10-K as set forth on page 3. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K Exhibit 99. Additional Exhibit: Pursuant to Rule 15(d)-21 of the Securities Exchange Act of 1934, information, financial statements and exhibits required in Form 11-K with respect to: (1) Employees Savings Plan of Commonwealth Energy System and Subsidiary Companies Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. COMMONWEALTH ENERGY SYSTEM (Registrant) By JOHN A. WHALEN John A. Whalen, Comptroller Date: April 28, 1995 <PAGE 3> INFORMATION REQUIRED BY FORM 11-K ANNUAL REPORT For the Fiscal Year Ended December 31, 1994 A. Full title of plan: Employees Savings Plan of Commonwealth Energy System and Subsidiary Companies (hereinafter referred to as the "Plan"). B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: Commonwealth Energy System One Main Street Cambridge, Massachusetts 02142-9150 Item 1. Financial Statements and Exhibits (a) Financial Statements and Schedules attached hereto: Page Report of Independent Public Accountants 4 Statements of Financial Position at December 31, 1994 and 1993 5 - 10 Statements of Income and Changes in Participants' Equity for the Years Ended December 31, 1994, 1993 and 1992 11 - 19 Notes to Financial Statements 20 - 28 Schedule I, Investments 29 - 32 Schedule II, Allocation of Plan Assets and Liabilities to Investment Programs Not Required Schedule III, Allocation of Plan Income and Changes in Plan Equity to Investment Programs Not Required Schedule IV, Reportable Transactions 33 (b) Exhibits filed herewith: None <PAGE 4> Report of Independent Public Accountants To the Savings Plan Board of the Employees Savings Plan of Commonwealth Energy System and Subsidiary Companies: We have audited the accompanying statements of financial position of the EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES as of December 31, 1994 and 1993, and the related statements of income and changes in participants' equity for each of the three years in the period ended December 31, 1994. These financial statements and schedules referred to below are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements and schedules 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 Employees Savings Plan of Commonwealth Energy System and Subsidiary Companies as of December 31, 1994 and 1993, and its income and changes in participants' equity for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. Supplemental Schedules I and IV are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplemental information required by the Securities and Exchange Commission's rules and regulations under the Securities Exchange Act of 1934 and the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of financial position and the statement of changes in participants' equity is presented for purposes of additional analysis rather than to present the financial position and changes in participants' equity of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Arthur Andersen LLP Boston, Massachusetts April 21, 1995 <PAGE 5> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1994 (Page 1 of 3) Commonwealth Vanguard Energy System Money Market Common Share Reserves-Prime Total Fund Portfolio INVESTMENTS, at quoted market value (Schedule I): Common Shares of Commonwealth Energy System $ 62 506 428 $62 506 428 $ - Mutual funds 109 695 942 157 791 26 681 528 172 202 370 62 664 219 26 681 528 OTHER ASSETS: Loans to participants 8 661 719 - - Receivables - Loan repayments 93 194 28 439 22 163 Interest 4 029 2 339 1 690 Contributions 296 871 95 080 45 974 9 055 813 125 858 69 827 PARTICIPANTS' EQUITY $181 258 183 $62 790 077 $26 751 355 <PAGE 6> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1994 (Page 2 of 3) Vanguard Fixed Income Securities Fund- Vanguard Short-Term Vanguard Windsor II Corporate Wellington Fund Portfolio Fund INVESTMENTS, at quoted market value (Schedule I): Common Shares of Commonwealth Energy System $ - $ - $ - Mutual funds 48 646 331 4 886 306 21 042 454 48 646 331 4 886 306 21 042 454 OTHER ASSETS: Loans to participants - - - Receivables - Loan repayments 23 399 2 699 12 701 Interest - - - Contributions 81 160 7 888 48 709 104 559 10 587 61 410 PARTICIPANTS' EQUITY $48 750 890 $ 4 896 893 $21 103 864 <PAGE 7> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1994 (Page 3 of 3) Vanguard Vanguard Index Trust- International Extended Growth Market Loan Portfolio Portfolio Fund INVESTMENTS, at quoted market value (Schedule I): Common Shares of Commonwealth Energy System $ - $ - $ - Mutual funds 6 625 340 1 656 192 - 6 625 340 1 656 192 - OTHER ASSETS: Loans to participants - - 8 661 719 Receivables - Loan repayments 3 374 419 - Interest - - - Contributions 14 721 3 339 - 18 095 3 758 8 661 719 PARTICIPANTS' EQUITY $ 6 643 435 $ 1 659 950 $ 8 661 719 The accompanying notes are an integral part of these financial statements. <PAGE 8> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1993 (Page 1 of 3) Commonwealth Vanguard Energy System Money Market Common Share Reserves-Prime Total Fund Portfolio INVESTMENTS, at quoted market value (Schedule I): Common Shares of Commonwealth Energy System $ 76 129 967 $76 129 967 $ - Mutual funds 105 015 523 262 203 25 986 113 181 145 490 76 392 170 25 986 113 OTHER ASSETS: Loans to participants 8 420 027 - - Receivables - Loan repayments 82 532 30 533 15 797 Interest 1 182 1 182 - Contributions 291 064 102 461 47 143 8 794 805 134 176 62 940 PARTICIPANTS' EQUITY $189 940 295 $76 526 346 $26 049 053 <PAGE 9> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1993 (Page 2 of 3) Vanguard Fixed Income Securities Fund- Vanguard Short-Term Vanguard Windsor II Corporate Wellington Fund Portfolio Fund INVESTMENTS, at quoted market value (Schedule I): Common Shares of Commonwealth Energy System $ - $ - $ - Mutual funds 48 605 330 6 282 019 20 502 435 48 605 330 6 282 019 20 502 435 OTHER ASSETS: Loans to participants - - - Receivables - Loan repayments 20 230 2 529 12 192 Interest - - - Contributions 79 483 10 363 46 447 99 713 12 892 58 639 PARTICIPANTS' EQUITY $48 705 043 $ 6 294 911 $20 561 074 <PAGE 10> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1993 (Page 3 of 3) Vanguard Vanguard Index Trust- International Extended Growth Market Loan Portfolio Portfolio Fund INVESTMENTS, at quoted market value (Schedule I): Common Shares of Commonwealth Energy System $ - $ - $ - Mutual funds 2 776 377 601 046 - 2 776 377 601 046 - OTHER ASSETS: Loans to participants - - 8 420 027 Receivables - Loan repayments 1 071 180 - Interest - - - Contributions 3 978 1 189 - 5 049 1 369 8 420 027 PARTICIPANTS' EQUITY $ 2 781 426 $ 602 415 $ 8 420 027 The accompanying notes are an integral part of these financial statements. <PAGE 11> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1994 (Page 1 of 3) Commonwealth Vanguard Energy System Money Market Common Share Reserves-Prime Total Fund Portfolio NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ 4 962 431 $ 4 962 431 $ - Registered investment company shares 5 466 258 18 774 1 064 295 Interest on loans 608 616 - - 11 037 305 4 981 205 1 064 295 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (21 792 845) (16 553 656) - (10 755 540) (11 572 451) 1 064 295 CONTRIBUTIONS: Employee 8 417 407 2 540 138 1 112 452 Employer 4 302 027 1 349 700 633 952 12 719 434 3 889 838 1 746 404 DISTRIBUTIONS TO PARTICIPANTS 10 632 937 3 105 327 3 916 251 TRANSFERS BETWEEN FUNDS - (2 948 329) 1 807 854 PURCHASE FEES (13 069) - - NET CHANGE DURING YEAR (8 682 112) (13 736 269) 702 302 PARTICIPANTS' EQUITY, Beginning of year 189 940 295 76 526 346 26 049 053 PARTICIPANTS' EQUITY, End of year $181 258 183 $ 62 790 077 $26 751 355 <PAGE 12> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1994 (Page 2 of 3) Vanguard Fixed Income Securities Fund- Vanguard Short-term Vanguard Windsor II Corporate Wellington Fund Portfolio Fund NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ - $ - $ - Registered investment company shares 2 991 591 302 990 955 792 Interest on loans - - - 2 991 591 302 990 955 792 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (3 597 124) (314 911) (1 104 997) (605 533) (11 921) (149 205) CONTRIBUTIONS: Employee 2 438 780 272 838 1 540 882 Employer 1 187 818 147 193 756 284 3 626 598 420 031 2 297 166 DISTRIBUTIONS TO PARTICIPANTS 1 916 160 370 461 1 111 006 TRANSFERS BETWEEN FUNDS (1 059 058) (1 435 667) (494 165) PURCHASE FEES - - - NET CHANGE DURING YEAR 45 847 (1 398 018) 542 790 PARTICIPANTS' EQUITY, Beginning of year 48 705 043 6 294 911 20 561 074 PARTICIPANTS' EQUITY, End of year $ 48 750 890 $ 4 896 893 $21 103 864 <PAGE 13> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1994 (Page 3 of 3) Vanguard Vanguard Index Trust- International Extended Growth Market Loan Portfolio Portfolio Fund NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ - $ - $ - Registered investment company shares 87 669 45 147 - Interest on loans - - 608 616 87 669 45 147 608 616 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (147 733) (74 424) - (60 064) (29 277) 608 616 CONTRIBUTIONS: Employee 393 654 118 663 - Employer 172 814 54 266 - 566 468 172 929 - DISTRIBUTIONS TO PARTICIPANTS 36 356 19 182 158 194 TRANSFERS BETWEEN FUNDS 3 391 961 946 134 (208 730) PURCHASE FEES - (13 069) - NET CHANGE DURING YEAR 3 862 009 1 057 535 241 692 PARTICIPANTS' EQUITY, Beginning of year 2 781 426 602 415 8 420 027 PARTICIPANTS' EQUITY, End of year $ 6 643 435 $ 1 659 950 $ 8 661 719 The accompanying notes are an integral part of these financial statements. <PAGE 14> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1993 (Page 1 of 3) Commonwealth Vanguard Energy System Money Market Common Share Reserves-Prime Total Fund Portfolio NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ 5 121 101 $ 5 121 101 $ - Registered investment company shares 5 286 472 10 312 875 818 Interest on loans 629 576 - - 11 037 149 5 131 413 875 818 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 11 065 753 6 888 012 - 22 102 902 12 019 425 875 818 CONTRIBUTIONS: Employee 8 107 135 2 713 918 1 335 111 Employer 4 245 181 1 462 206 749 377 12 352 316 4 176 124 2 084 488 DISTRIBUTIONS TO PARTICIPANTS 24 001 390 7 900 315 6 817 531 TRANSFERS BETWEEN FUNDS - (12 281 314) (331 558) PURCHASE FEES (5 996) - - NET CHANGE DURING YEAR 10 447 832 (3 986 080) (4 188 783) PARTICIPANTS' EQUITY, Beginning of year 179 492 463 80 512 426 30 237 836 PARTICIPANTS' EQUITY, End of year $189 940 295 $76 526 346 $26 049 053 <PAGE 15> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1993 (Page 2 of 3) Vanguard Fixed Income Securities Fund- Vanguard Short-term Vanguard Windsor II Corporate Wellington Fund Portfolio Fund NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ - $ - $ - Registered investment company shares 2 770 033 411 151 1 184 562 Interest on loans - - - 2 770 033 411 151 1 184 562 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 3 046 550 9 202 936 094 5 816 583 420 353 2 120 656 CONTRIBUTIONS: Employee 2 301 097 319 714 1 398 249 Employer 1 135 390 171 711 709 041 3 436 487 491 425 2 107 290 DISTRIBUTIONS TO PARTICIPANTS 5 384 634 1 169 334 2 517 355 TRANSFERS BETWEEN FUNDS 2 628 991 675 303 6 170 796 PURCHASE FEES - - - NET CHANGE DURING YEAR 6 497 427 417 747 7 881 387 PARTICIPANTS' EQUITY, Beginning of year 42 207 616 5 877 164 12 679 687 PARTICIPANTS' EQUITY, End of year $ 48 705 043 $ 6 294 911 $20 561 074 <PAGE 16> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1993 (Page 3 of 3) Vanguard Vanguard Index Trust- International Extended Growth Market Loan Portfolio Portfolio Fund NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ - $ - $ - Registered investment company shares 22 121 12 475 - Interest on loans - - 629 576 22 121 12 475 629 576 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 190 765 (4 870) - 212 886 7 605 629 576 CONTRIBUTIONS: Employee 27 804 11 242 - Employer 12 183 5 273 - 39 987 16 515 - DISTRIBUTIONS TO PARTICIPANTS - - 212 221 TRANSFERS BETWEEN FUNDS 2 528 553 584 291 24 938 PURCHASE FEES - (5 996) - NET CHANGE DURING YEAR 2 781 426 602 415 442 293 PARTICIPANTS' EQUITY, Beginning of year - - 7 977 734 PARTICIPANTS' EQUITY, End of year $ 2 781 426 $ 602 415 $ 8 420 027 The accompanying notes are an integral part of these financial statements. <PAGE 17> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1992 (Page 1 of 3) Commonwealth Vanguard Energy System Money Market Common Share Reserves-Prime Total Fund Portfolio NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ 5 629 229 $ 5 629 229 $ - Registered investment company shares 3 913 994 24 445 1 060 480 Interest on loans 627 514 - - 10 170 737 5 653 674 1 060 480 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 9 156 891 6 545 520 - 19 327 628 12 199 194 1 060 480 CONTRIBUTIONS: Employee 8 062 328 2 925 048 1 600 519 Employer 4 134 469 1 523 359 861 463 12 196 797 4 448 407 2 461 982 DISTRIBUTIONS TO PARTICIPANTS 8 594 499 2 749 359 2 891 671 TRANSFERS BETWEEN FUNDS - (9 427 585) 774 201 NET CHANGE DURING YEAR 22 929 926 4 470 657 1 404 992 PARTICIPANTS' EQUITY, Beginning of year 156 562 537 76 041 769 28 832 844 PARTICIPANTS' EQUITY, End of year $179 492 463 $80 512 426 $30 237 836 <PAGE 18> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1992 (Page 2 of 3) Vanguard Fixed Income Securities Fund- Vanguard Short-term Vanguard Windsor II Corporate Wellington Fund Portfolio Fund NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ - $ - $ - Registered investment company shares 1 851 631 381 080 596 358 Interest on loans - - - 1 851 631 381 080 596 358 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 2 487 334 (70 941) 194 978 4 338 965 310 139 791 336 CONTRIBUTIONS Employee 2 046 627 294 106 1 196 028 Employer 996 633 153 924 599 090 3 043 260 448 030 1 795 118 DISTRIBUTIONS TO PARTICIPANTS 1 854 109 294 672 657 933 TRANSFERS BETWEEN FUNDS 1 347 578 1 866 509 3 828 481 NET CHANGE DURING YEAR 6 875 694 2 330 006 5 757 002 PARTICIPANTS' EQUITY, Beginning of year 35 331 922 3 547 158 6 922 685 PARTICIPANTS' EQUITY, End of year $ 42 207 616 $ 5 877 164 $12 679 687 <PAGE 19> EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY DECEMBER 31, 1992 (Page 3 of 3) Loan Fund NET INVESTMENTS INCOME: Cash dividends - Common Shares of Commonwealth Energy System $ - Registered investment company shares - Interest on loans 627 514 627 514 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS - 627 514 CONTRIBUTIONS: Employee - Employer - - DISTRIBUTIONS TO PARTICIPANTS 146 755 TRANSFERS BETWEEN FUNDS 1 610 816 NET CHANGE DURING YEAR 2 091 575 PARTICIPANTS' EQUITY, Beginning of year 5 886 159 PARTICIPANTS' EQUITY, End of year $ 7 977 734 The accompanying notes are an integral part of these financial statements. <PAGE 20> NOTES TO FINANCIAL STATEMENTS (1) General The Employees Savings Plan of Commonwealth Energy System and Subsidiary Companies (the Plan) was originally created in 1962 by Commonwealth Energy System (the System) and its subsidiaries to encourage and assist employees to adopt a regular savings program and to help employees provide additional security for their retirement. The Plan has been amended or restated from time to time thereafter. Effective January 1, 1989, the System selected Vanguard Fiduciary Trust Company of Valley Forge, Pennsylvania, to act as Trustee for the Plan (Plan Trustee). The Trustee retains the Plan assets and provides records of Plan activity to a Plan Agent designated by a three-member Savings Plan Board (the Board) that is appointed by the Trustees of the System and by the directors of its subsidiary companies. The Board is responsible (except for the duties specifically vested in the Plan Trustee) for the administration of the Plan. The term "Participant" shall be deemed to include Members, Inactive Members or Former Members, all as defined in the Plan. The Employers participating in the Plan consist of certain subsidiary companies of Commonwealth Energy System, as follows: Cambridge Electric Light Company, Canal Electric Company, Commonwealth Gas Company, COM/Energy Services Company and Commonwealth Electric Company (Employers). The Employers are 100% owned by the System. Each eligible employee, upon joining the Plan, shall specify in 1% increments (the allocation increments prior to July 1, 1994 were in multiples of 10%) his or her contributions and the applicable Employer contributions to be invested in each of seven separate Investment Funds (Fund(s)), which are collectively referred to as the trust fund (Trust Fund) and which are further described in Note 4. However, not more than 50% of a Participant's contribu- tions and the applicable Employer contributions may be allocated to the System's Common Share Fund. (2) Significant Accounting Policies Basis of Accounting The Trustee's records are maintained on a cash basis. The accompanying financial statements include all adjustments necessary to present the statements on an accrual basis of accounting. Quoted market prices are used to value the System's Common Share Fund and the various Vanguard funds. In addition, certain prior period amounts are reclassified from time to time to conform with the presentation used in the current year's financial statements. The Plan is subject to all applicable provisions of the Employee Retire- ment Income Security Act of 1974 (ERISA), the Retirement Equity Act of 1984, the Tax Reform Act of 1986 and the Omnibus Budget Reconciliation Act of 1993 relating to plans of this type. <PAGE 21> NOTES TO FINANCIAL STATEMENTS (Continued) Federal Income Taxes The Plan is subject to certain provisions of the Internal Revenue Code (IRC) and is intended to qualify under Section 401(a) of the Code. The Internal Revenue Service (IRS) has issued a favorable determination letter that the Plan was designed in accordance with applicable IRC requirements as of the date of its letter. Management believes that the Plan is currently designed and operated in accordance with applicable IRC requirements. As a result, the Plan has not provided for Federal income taxes. Generally, Participants are not subject to taxes on contributions or the earned income until such time as a distribution is made. The taxability of a distribution to a Participant will depend on the form of payment. Expenses Brokerage fees, commissions, stock transfer taxes and other expenses in connection with the purchase, sale or distribution of securities for each investment fund may be charged to such fund. Any expense of litigation may be paid by the Trustee and charged to the Trust Fund or to the investment fund or funds to which the litigation relates. All other expenses and charges incurred in the administration of the Plan are paid by the Employers. Realized Gain (Loss) on Investments Sold or Distributed Pursuant to rules issued by the Department of Labor (DOL), realized gain (loss) was computed by comparing the market value of the securities distributed or sold with the market value of said securities at the beginning of the Plan year. The System's Common Share Fund realized gains (losses) of ($545,138), $1,199,274 and $128,246 on the distribution of 97,867, 296,171 and 145,177 System Common Shares in 1994, 1993 and 1992, respectively. <PAGE 22> NOTES TO FINANCIAL STATEMENTS (Continued) A summary of realized gains (losses) on securities sold or distributed during the three-year period ended December 31, 1994 is set forth below: Quoted Quoted Market Price Market Price Beginning of Gain Investment Funds or Proceeds Year (Loss) 1994 Commonwealth Energy System Common Shares $ 3 981 245 $ 4 526 383 $ (545 138) Vanguard Money Market Reserves- Prime Portfolio 8 709 357 8 709 357 - Vanguard Windsor II 6 529 551 6 624 955 (95 404) Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio 2 231 660 2 287 937 (56 277) Vanguard Wellington 4 428 748 4 544 012 (115 264) Vanguard International Growth Portfolio* 1 382 971 1 368 400 14 571 Vanguard Index Trust- Extended Market Portfolio* 221 842 225 328 (3 486) $27 485 374 $28 286 372 $ (800 998) 1993 Commonwealth Energy System Common Shares $13 823 563 $12 624 289 $1 199 274 Vanguard Money Market Reserves- Prime Portfolio 16 089 894 16 089 894 - Vanguard Windsor II 11 755 590 11 121 195 634 395 Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio 3 979 976 3 959 379 20 597 Vanguard Wellington 4 942 133 4 740 977 201 156 Vanguard International Growth Portfolio* 180 199 167 669 12 530 Vanguard Index Trust- Extended Market Portfolio* 6 068 6 067 1 $50 777 423 $48 709 470 $2 067 953 1992 Commonwealth Energy System Common Shares $ 5 826 443 $ 5 698 197 $ 128 246 Vanguard Money Market Reserves- Prime Portfolio 9 740 825 9 740 825 - Vanguard Windsor II 6 016 480 5 847 939 168 541 Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio 2 174 410 2 191 316 (16 906) Vanguard Wellington 1 847 942 1 843 462 4 480 $25 606 100 $25 321 739 $ 284 361 * Available to Participants since October 1, 1993 <PAGE 23> NOTES TO FINANCIAL STATEMENTS (Continued) Unrealized Appreciation (Depreciation) of Investments The Plan provides that the market value of each investment fund shall be determined by the Trustee each quarter. Pursuant to the rules issued by the DOL, unrealized appreciation (depreciation) shall equal the difference between market value at the beginning of the Plan year and the quoted market price of the investments at the applicable valuation date in determining the value of each fund. The change in unrealized appreciation (depreciation) during the years ended December 31, 1994, 1993 and 1992 is set forth below: Unrealized Beginning Appreciation Investment Funds of Year End of Year (Depreciation) 1994 Commonwealth Energy System Common Shares $44 502 303 $28 493 785 $(16 008 518) Vanguard Windsor II 8 709 991 5 208 271 (3 501 720) Vanguard Fixed Income Securities Fund-Short-Term Corporate Portfolio 62 983 (195 651) (258 634) Vanguard Wellington 1 370 863 381 130 (989 733) Vanguard International Growth Portfolio* 178 235 15 931 (162 304) Vanguard Index Trust- Extended Market Portfolio* (4 871) (75 809) (70 938) $54 819 504 $33 827 657 $(20 991 847) 1993 Commonwealth Energy System Common Shares $38 813 565 $44 502 303 $ 5 688 738 Vanguard Windsor II 6 297 836 8 709 991 2 412 155 Vanguard Fixed Income Securities Fund-Short-Term Corporate Portfolio 74 378 62 983 (11 395) Vanguard Wellington 635 925 1 370 863 734 938 Vanguard International Growth Portfolio* - 178 235 178 235 Vanguard Index Trust- Extended Market Portfolio* - (4 871) (4 871) $45 821 704 $54 819 504 $ 8 997 800 1992 Commonwealth Energy System Common Shares $32 396 291 $38 813 565 $ 6 417 274 Vanguard Windsor II 3 979 043 6 297 836 2 318 793 Vanguard Fixed Income Securities Fund-Short-Term Corporate Portfolio 128 413 74 378 (54 035) Vanguard Wellington 445 427 635 925 190 498 $36 949 174 $45 821 704 $ 8 872 530 * Available to Participants since October 1, 1993 <PAGE 24> NOTES TO FINANCIAL STATEMENTS (Continued) Income Recognition Income of the System Common Share Fund consists primarily of dividends on its Common Shares. The allocation of each fund's earnings to a Participant's account is based on the percent of the Participant's units in the funds and is allocated monthly. (3) Participating Companies and Contributions Employees are eligible to join the Plan after one year of service. Generally, Participants in the Plan are required to make contributions of at least 1% but not more than 16% of their compensation as defined in the Plan. However, the maximum amount a Participant may defer annually is $9,240 currently (as increased from time to time by the Secretary of the Treasury in accordance with the cost of living adjustment factor prescribed in Section 402(g)(1) of the Internal Revenue Code). Compensation is defined to be an employee's regular salary (including any "lump sum payment" under the authorized basic compensation pay program), except that in the case of sales personnel compensated in whole or in part by commissions, compensation shall be considered to equal 90% of the average compensation earned by such employee in the preceding four calendar quarters but not less than his authorized basic compensation. Salary deferral contributions by employees are made to the Plan by payroll deduction. Any eligible employee may change the percentage of his or her contribution as of January 1, April 1, July 1 or October 1 in each calendar year (but not retroactively) by giving his or her Employer at least thirty (30) days advance notice in writing. The Employer contributes an additional amount equal to such employee's contribution, up to a maximum of 4% of such employee's basic compensation, as previously defined. Effective January 1, 1993, the maximum participating Employer contribution was increased to 5% for those non-bargaining employees who were less than 40 years of age or did not have 12 years of service at that date and who, therefore, are no longer eligible for postretirement health care benefits. In April 1993, certain bargaining employees also became eligible for the 5% Employer matching contribution. The additional match has been made available to defray the cost of postretirement health care benefit costs to those employees. Effective January 1, 1993 and contingent upon a favorable tax ruling from the IRS, those Participants no longer eligible for postretirement health benefits could elect, on an annual basis, to contribute a portion of their Employer matching contribution to a Retirement Health Benefit Account (RHBA) that would be used to pay eligible health insurance premiums. In June 1994, the System submitted a ruling request to the IRS seeking a determination of the tax consequences to RHBA participants. In January 1995, the System received an unfavorable ruling from the IRS. As a result, the Plan has terminated the option to participate in a RHBA. <PAGE 25> NOTES TO FINANCIAL STATEMENTS (Continued) The participating system companies and contributions for the years ended December 31, 1994, 1993 and 1992 are summarized below: Employee Contributions 1994 1993 1992 Cambridge Electric Light Co. $ 688 568 $ 670 016 $ 671 768 Canal Electric Co. 609 812 558 858 485 682 Commonwealth Electric Co. 3 482 617 3 266 376 3 481 003 Commonwealth Gas Co. 2 759 444 2 760 996 2 542 710 COM/Energy Services Co. 876 966 850 889 881 165 $8 417 407 $8 107 135 $8 062 328 Employer Contributions 1994 1993 1992 Cambridge Electric Light Co. $ 325 109 $ 320 738 $ 326 744 Canal Electric Co. 249 749 234 040 196 875 Commonwealth Electric Co. 1 745 722 1 699 786 1 808 449 Commonwealth Gas Co. 1 447 005 1 443 731 1 283 655 COM/Energy Services Co. 534 442 546 886 518 746 $4 302 027 $4 245 181 $4 134 469 All Participants in the Plan are provided for under Section 401(k) of the Internal Revenue Code and are fully vested. Participation by employees is voluntary and may begin on the next succeeding January 1, April 1, July 1 or October 1, coincident with or next following attainment of eligibility. Of the 2,405 former or current Participants eligible to participate in the Plan as of December 31, 1994, 2,348 members were participating. At December 31, 1994, the number of Participants in each of the Plan's seven separate Investment Funds was as follows: Investment Fund Participants Commonwealth Energy System Common Shares 2 030 Vanguard Money Market Reserves-Prime Portfolio 1 381 Vanguard Windsor II 1 875 Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio 498 Vanguard Wellington 1 339 Vanguard International Growth Portfolio 483 Vanguard Index Trust-Extended Market Portfolio 173 In addition, there were 1,037 Participants in the Plan's Loan Fund. <PAGE 26> NOTES TO FINANCIAL STATEMENTS (Continued) (4) Investments The following is a detailed description of the seven Investment Funds in which a Participant may allocate his or her contributions and the matching Employer contributions: Common Shares of Commonwealth Energy System - Consists of Common Shares of Beneficial Interest of Commonwealth Energy System purchased on the open market or through the System's Dividend Reinvestment and Common Share Purchase Plan. The System's Common Shares may also be acquired directly from the System, if such Common Shares are made available by the Board of Trustees of the System, based on the fair market value at the time of acquisition. The Common Shares are acquired with employee contributions and participating system company contributions, dividends and interest income. The Trustee, at its discretion, will determine the manner in which such shares may be acquired. Vanguard Money Market Reserves-Prime Portfolio - A mutual fund which seeks the maximum current income that is consistent with preservation of capital and liquidity. Value is added primarily by emphasizing specific issues and sectors of the money market that appear to be attractively priced based upon historical yield spread relationships. Average maturity for the Fund is normally maintained in the range of 30-60 days, and the Fund can own no security with a maturity longer than one year. Such money market instruments include domestic certificates of deposit and bankers' acceptances, commercial paper, U.S. Treasury and Government agency securities and repurchase agreements on such securities and up to 50% of net assets can be invested in Eurodollar certificates of deposit issued by approved U.S. banks. Vanguard Windsor II - A mutual fund having a primary objective to provide long-term growth of capital and income. As a secondary objective, the Fund seeks a reasonable level of current income. The Fund is a value-oriented growth and income fund seeking investment opportunities primarily in common stocks that are out of favor or undervalued. Vanguard Fixed Income Securities Fund-Short-Term Corporate Portfolio - A mutual fund which seeks to provide a high level of current income consistent with a two to three-year average maturity. By investing in relatively short maturity investment-grade bonds, the Portfolio is oriented to help preserve capital. Vanguard Wellington Fund - A mutual fund designed to pursue conservation of capital, reasonable current income and profits without undue risk. Conservatively structured, the Fund uses a balanced investment approach allocating 60%-70% of net assets to equities and the remainder to fixed income securities. The fixed income securities reduce the Fund's exposure to risks of common stocks while common stocks are selected from dividend-paying medium and large-capitalization stocks whose prospects are improving. The objective is to identify these companies before their values are recognized in the marketplace. Vanguard International Growth Portfolio - A mutual fund which seeks long- term capital growth by investing in capital stocks of companies based outside the United States that have above-average growth potential. <PAGE 27> NOTES TO FINANCIAL STATEMENTS (Continued) Vanguard Index Trust-Extended Market Portfolio - A mutual fund which attempts to duplicate the investment results of the broad universe of publicly traded United States stocks not included in the S&P 500 Index. The Extended Market Portfolio is a market-capitalization-weighted "benchmark portfolio" consisting of more than 4,500 regularly traded stocks that are represented by the Wilshire 4500 Index. The Portfolio will invest in a sample of stocks in the benchmark portfolio selected on the basis of market capitalization, industry weightings and fundamental investment characteristics. Investors are charged a .5% transaction fee (reduced from 1% on January 1, 1995) on shares purchased that is paid directly to the Portfolio. The following table is the total return (to include the reinvestment of all dividends and capital gains distributions) on the Plan's Investment Funds for the years ended December 31, 1994, 1993 and 1992. All returns are net of expenses: Investment Funds 1994 1993 1992 Total Return on Year-End Investment Commonwealth Energy System Common Shares (15.5)% 15.6% 17.0% Vanguard Money Market Reserves- Prime Portfolio 4.1 3.0 3.7 Vanguard Windsor II (1.2) 13.6 12.0 Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio (0.1) 7.1 7.2 Vanguard Wellington (0.5) 13.5 7.9 Vanguard International Growth Portfolio * 0.8 44.7 (5.8) Vanguard Index Trust- Extended Market Portfolio * (2.8) 13.4 11.4 * Available to Participants since October 1, 1993 The Plan permits Members to transfer amounts between Funds on a daily basis effective July 1, 1994, subject to certain limitations. The Plan Trustee may, at its discretion, temporarily invest funds designated for a particular Fund in short-term interest-bearing securities or may retain certain amounts of cash in each Fund without interest being credited thereon, for the purpose of more effectively timing the purchase of investments or liquidity needs for the several Funds. Since all monies are transmitted weekly to the Plan Trustee, it is anticipated that the amounts of cash so retained will not be significant or held for any substantial length of time. A Participant's choice of contribution allocation to eligible Funds will continue until changed by such Participant. Effective July 1, 1994, investment designations may be changed once a day (formerly, once a month) by telephone through a Vanguard Participant Services representative. All interest, dividends, and other income, as well as any cash from the sale or exchange of securities or other property produced by each of the Funds will be reinvested in the same Fund which produced such interest, dividends and other income. <PAGE 28> NOTES TO FINANCIAL STATEMENTS (Continued) The Savings Plan Board will maintain for each Member, Inactive Member or Former Member of the Plan, under each Fund in which all or part of his or her contributions and the applicable Employer contributions are invested, a separate Member Account, Pay Deferral Account and Company Account (Accounts) which shall reflect the portion of his or her interest in the Investment Fund which is attributable to the contributions to such Accounts. (5) Party in Interest Commonwealth Energy System is a "party in interest" as that term is defined in Section 3.14 of the Employee Retirement Income Security Act of 1974. Certain transactions involving the acquisition and distribution of securities are made at the direction of participants in the Plan who elect to participate in the System Common Share Fund as one of their investment options. These transactions are reflected in the accompanying financial statements at market value and are net of brokerage commissions relating to the acquisition of these securities. During the years ended December 31, 1994, 1993 and 1992, the Plan Trustee purchased Common Shares of Commonwealth Energy System, made distributions of Common Shares to participants and sold Common Shares to accommodate cash distributions as follows: Commonwealth Energy System Common Shares Shares Shares Sold and Distributed Purchased Cost Shares Aggregate Value 1994 170 204 $6 902 558 97 867 $2 540 623 1993 63 915 3 031 010 296 171 7 302 526 1992 86 700 3 314 560 145 177 3 503 717 Vanguard Fiduciary Trust Company also represents a party in interest to the Plan due to the Plan's investments in various Vanguard Funds. (6) Loans to Plan Participants Participants may request a loan from the Plan. The amount of the loan shall not exceed the lesser of $50,000 or fifty percent (50%) of the balance of the participant's total value in the various funds of the Plan. Effective January 1, 1993, the minimum loan amount was reduced to $1,000 (formerly $2,500). The interest rate on a loan is based on the prime rate at Bank of Boston on the first day of the quarter preceding the loan request plus one percent. Participants may choose a repayment period of one to five years. A participant may not have more than one outstanding loan at any time. <PAGE 29> Schedule I EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES INVESTMENTS DECEMBER 31, 1994 Market Value Name of Issuer and Number of at End of Title of Issue Shares or Units Cost Period COMMONWEALTH ENERGY SYSTEM COMMON SHARE FUND: Common Shares of Beneficial Interest - Commonwealth Energy System* 1 718 390 $ 45 812 782 $ 62 506 428 Temporary Investments - Vanguard Money Market Reserves-Prime Portfolio* 157 791 157 791 157 791 45 970 573 62 664 219 VANGUARD FUNDS*: Money Market Reserves- Prime Portfolio 26 681 528 26 681 528 26 681 528 Windsor II 3 074 989 45 858 231 48 646 331 Fixed Income Securities Fund- Short-Term Corporate Portfolio 474 399 5 136 437 4 886 306 Wellington 1 085 222 21 013 214 21 042 454 International Growth Portfolio 493 324 6 644 596 6 625 340 Index Trust- Extended Market Portfolio 89 427 1 731 317 1 656 192 Total Investments $153 035 896 $172 202 370 Loans to Participants $8 661 719 $8 661 719 * Represent parties in interest to the Plan The accompanying notes are an integral part of this schedule. <PAGE 30> Schedule I (Continued) EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES INVESTMENTS DECEMBER 31, 1994 Note: The Commonwealth Energy System Common Share Fund requires investment in Common Shares of Commonwealth Energy System. However, funds are invested in Vanguard Money Market Reserves on a short-term basis pending the purchase of the System's Common Shares or distribution to Participants. The remaining investment options require investment in the appropriate Vanguard mutual fund for which each option is named. Percentage of quoted market price over (under) cost: Commonwealth Energy System Common Share Fund 36.3% Vanguard Money Market Reserves-Prime Portfolio - Vanguard Windsor II Fund 6.1 Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio (4.9) Vanguard Wellington Fund 0.1 Vanguard International Growth Portfolio (0.3) Vanguard Index Trust-Extended Market Portfolio (4.3) The Plan Trustee accounts for members' interests in the mutual funds available as investment options on a unit basis. The Plan Trustee also uses a unit basis in accounting for the System Common Share Fund. At December 31, 1994, the value per unit of each of the Investment Funds (options) was as follows: Investment Funds Unit Value Commonwealth Energy System Common Share Fund $14.68 Vanguard Money Market Reserves-Prime Portfolio 1.00 Vanguard Windsor II Fund 15.82 Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio 10.30 Vanguard Wellington Fund 19.39 Vanguard International Growth Portfolio 13.43 Vanguard Index Trust-Extended Market Portfolio 18.52 The closing market price of the System's Common Shares as listed on the New York Stock Exchange composite transactions was $36.375, $46.25 and $42.625 for December 31, 1994, 1993 and 1992, respectively. The accompanying notes are an integral part of this schedule. <PAGE 31> Schedule I EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES INVESTMENTS DECEMBER 31, 1993 Market Value Name of Issuer and Number of at End of Title of Issue Shares or Units Cost Period COMMONWEALTH ENERGY SYSTEM COMMON SHARE FUND: Common Shares of Beneficial Interest - Commonwealth Energy System* 1 646 053 $ 41 450 849 $ 76 129 967 Temporary Investments - Vanguard Money Market Reserves-Prime Portfolio* 262 203 262 203 262 203 41 713 052 76 392 170 VANGUARD FUNDS*: Money Market Reserves- Prime Portfolio 25 986 113 25 986 113 25 986 113 Windsor II 2 852 425 41 701 321 48 605 330 Fixed Income Securities Fund- Short-Term Corporate Portfolio 576 332 6 265 580 6 282 019 Wellington 1 005 021 19 281 192 20 502 435 International Growth Portfolio 205 505 2 598 141 2 776 377 Index Trust- Extended Market Portfolio 30 934 605 916 601 046 Total Investments $138 151 315 $181 145 490 Loans to Participants $8 420 027 $8 420 027 * Represent parties in interest to the Plan The accompanying notes are an integral part of this schedule. <PAGE 32> Schedule I (Continued) EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES INVESTMENTS DECEMBER 31, 1993 Note: The Commonwealth Energy System Common Share Fund requires investment in Common Shares of Commonwealth Energy System. However, funds are invested in Vanguard Money Market Reserves on a short-term basis pending the purchase of the System's Common Shares or distribution to participants. The remaining investment options require investment in the appropriate Vanguard mutual fund for which each option is named. Percentage of quoted market price over (under) cost: Commonwealth Energy System Common Share Fund 83.6% Vanguard Money Market Reserves-Prime Portfolio - Vanguard Windsor II Fund 16.6 Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio 0.3 Vanguard Wellington Fund 6.3 Vanguard International Growth Portfolio 6.9 Vanguard Index Trust-Extended Market Portfolio (0.8) The Plan Trustee accounts for members' interests in the mutual funds available as investment options on a unit basis. The Plan Trustee also uses a unit basis in accounting for the Commonwealth Energy System Common Share Fund. At December 31, 1993, the value per unit of each of the Investment Funds (options) was as follows: Investment Funds Unit Value Commonwealth Energy System Common Share Fund $18.65 Vanguard Money Market Reserves-Prime Portfolio 1.00 Vanguard Windsor II Fund 17.04 Vanguard Fixed Income Securities Fund- Short-Term Corporate Portfolio 10.90 Vanguard Wellington Fund 20.40 Vanguard International Growth Portfolio 13.51 Vanguard Index Trust-Extended Market Portfolio 19.43 The accompanying notes are an integral part of this schedule. <PAGE 33> Schedule IV EMPLOYEES SAVINGS PLAN OF COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 Number of Cost of PURCHASES Purchases Asset Vanguard Money Market Reserves- Prime Portfolio* 184 $ 9 404 772 Vanguard Windsor II Fund* 177 10 167 675 Vanguard Wellington Fund* 177 6 073 765 Number of Proceeds Loss on SALES Sales from Sales Sales Vanguard Money Market Reserves- Prime Portfolio* 151 $ 8 709 357 $ - Vanguard Windsor II Fund* 142 6 529 551 (95 404) Vanguard Wellington Fund* 114 4 428 748 (115 264) * Represent parties in interest to the Plan The accompanying notes are an integral part of this schedule.