<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 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 1-2301
BOSTON EDISON COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1278810
- - ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Boylston Street, Boston, Massachusetts 02199
- - ------------------------------------------ ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-424-2000
------------
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.
Class Outstanding at April 30, 1994
- - -------------------------- -----------------------------
Common Stock, $1 par value 45,227,121 shares
Exhibit list appears on page 12.
<PAGE> 2
Part I - Financial Information
Item 1 - Financial Statements
- - -----------------------------
<TABLE>
Boston Edison Company
Consolidated Balance Sheets
(Unaudited)
(in thousands)
<CAPTION>
March 31, December 31,
1994 1993
---------- ------------
<S> <C> <C>
Assets
------
Utility plant in service $3,937,926 $3,904,776
Less: accumulated depreciation 1,291,567 1,258,359
---------- ----------
Utility plant, net 2,646,359 2,646,417
Nuclear fuel, net 48,735 53,390
Construction work in progress 150,426 144,835
---------- ----------
Total property, plant and equipment 2,845,520 2,844,642
Investments in electric companies 24,640 24,292
Nuclear decommissioning fund 69,774 66,060
Current assets:
Cash and cash equivalents 6,271 8,768
Accounts receivable 183,277 171,098
Accrued unbilled revenues 33,576 29,823
Fuel, materials and supplies 80,019 79,381
Prepaid expenses and other 11,627 9,738
---------- ----------
Total current assets 314,770 298,808
Deferred debits:
Power contracts 34,566 36,275
Cancelled nuclear unit 14,301 19,067
Nuclear outage costs 23,705 25,524
Pension and postretirement costs 25,714 24,416
Redemption premiums 57,990 59,116
Regulatory asset - income taxes, net 27,257 26,916
Other 46,329 52,183
---------- ----------
Total assets $3,484,566 $3,477,299
========== ==========
Capitalization and Liabilities
- - ------------------------------
Common stock equity:
Common stock $ 660,456 $ 657,782
Retained earnings 214,647 218,697
---------- ----------
Total common stock equity 875,103 876,479
Cumulative preferred stock:
Non-mandatory redeemable series 123,000 123,000
Mandatory redeemable series 96,000 96,000
First mortgage bonds 25,000 40,000
Sewage facility revenue bonds, net 32,645 32,497
Debentures 1,215,000 1,200,000
Current liabilities:
Preferred stock due within one year 2,000 2,000
Notes payable 205,000 204,151
Accounts payable 135,208 144,760
Interest accrued 12,089 25,467
Dividends payable 22,739 22,696
Other 50,843 27,336
---------- ----------
Total current liabilities 427,879 426,410
Deferred credits:
Power contracts 34,566 36,275
Accumulated deferred income taxes 488,193 484,796
Accumulated deferred investment tax credits 70,121 71,140
Nuclear decommissioning reserve 78,090 73,744
Other 18,969 16,958
Commitments and contingencies - -
---------- ----------
Total capitalization and liabilities $3,484,566 $3,477,299
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
2
<PAGE> 3
<TABLE>
Boston Edison Company
Consolidated Statements of Income
(Unaudited)
(in thousands, except per share amounts)
<CAPTION>
Three Months Ended March 31
---------------------------
1994 1993
-------- --------
<S> <C> <C>
Operating revenues $377,449 $354,752
-------- --------
Operating expenses:
Fuel 44,449 45,831
Purchased power 89,198 96,435
Other operations and maintenance 108,163 100,474
Depreciation and amortization 39,116 34,263
Amortization of deferred cost of
cancelled nuclear unit 4,948 -
Demand side management programs 7,939 8,597
Taxes - property and other 26,321 23,405
Income taxes 11,520 4,025
-------- --------
Total operating expenses 331,654 313,030
-------- --------
Operating income 45,795 41,722
Other income, net 795 288
-------- --------
Operating and other income 46,590 42,010
-------- --------
Interest charges:
Long-term debt 26,042 26,073
Other 2,258 2,667
Allowance for borrowed funds
used during construction (1,522) (2,182)
-------- --------
Total interest charges 26,778 26,558
-------- --------
Net income 19,812 15,452
Preferred dividends provided 3,962 4,075
-------- --------
Balance available for common stock $ 15,850 $ 11,377
======== ========
Average common shares outstanding 45,189 44,821
======== ========
Earnings per share of common stock $0.35 $0.25
======== ========
Dividends declared per common share $0.440 $0.425
======== ========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
3
<PAGE> 4
<TABLE>
Boston Edison Company
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<CAPTION>
Three Months Ended March 31
---------------------------
1994 1993
-------- --------
<S> <C> <C>
Operating activities:
Net income $19,812 $15,452
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 35,469 31,074
Amortization of nuclear fuel 6,081 7,392
Amortization of deferred cost of
cancelled nuclear unit, net 4,766 -
Other amortization 3,474 932
Allowance for borrowed funds used during
construction (1,522) (2,182)
Deferred income taxes 2,065 566
Investment tax credits (1,019) (1,075)
Amortization of nuclear outage costs, net 1,820 329
Net changes in:
Accounts receivable and accrued unbilled
revenues (15,932) 9,759
Fuel, materials and supplies (1,820) 3,981
Accounts payable (9,552) (16,518)
Other current assets and liabilities 8,283 12,660
Other, net 10,966 (23,999)
-------- --------
Net cash provided by operating activities 62,891 38,371
-------- --------
Investing activities:
Plant and nuclear fuel expenditures
(excluding AFUDC) (35,891) (49,710)
Capitalized demand side management
expenditures (5,139) (2,115)
Decommissioning fund (3,714) (3,510)
Investments in electric companies (348) (351)
-------- --------
Net cash used by investing activities (45,092) (55,686)
-------- --------
Financing activities:
Issuance of common stock 2,674 2,667
Issuance of long-term debt 15,000 715,000
Retirement of long-term debt (15,000) (598,625)
Change in notes payable 849 (79,500)
Dividends paid (23,819) (23,098)
-------- --------
Net cash provided (used) by financing
activities (20,296) 16,444
-------- --------
Decrease in cash and cash equivalents (2,497) (871)
Cash and cash equivalents at beginningof year 8,768 3,947
-------- --------
Cash and cash equivalents at end of period $ 6,271 $ 3,076
======== ========
Cash paid during the period for:
Interest $ 41,678 $ 38,143
Less: amounts capitalized 1,522 2,182
-------- --------
$ 40,156 $ 35,961
======== ========
Income taxes $ 1,208 $ 4,064
======== ========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
4
<PAGE> 5
Notes to Consolidated Financial Statements
- - ------------------------------------------
A) Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements
should be read in conjunction with the Boston Edison Company
(the Company) 1993 Annual Report on Form 10-K. In the
opinion of the Company, the accompanying unaudited
consolidated financial statements reflect all adjustments
(which are all of a normal recurring nature) necessary to
present fairly the financial position as of March 31, 1994
and the results of operations for the three months ended
March 31, 1994 and 1993 and the cash flows for the three
months ended March 31, 1994 and 1993. Certain prior year
balances have been reclassified to reflect current
classifications.
The results of operations for the three months ended March
31, 1994 are not indicative of the results which may be
expected for the full year. The Company's kWh sales and
revenues are seasonal in nature, with both being lower in
the spring and fall seasons. In addition, pursuant to
retail rate orders of the Massachusetts Department of Public
Utilities (DPU), base retail rates billed to customers are
higher in the billing months of June through September.
Accordingly, a significant portion of the Company's annual
earnings occurs in the third quarter.
B) Commitments and Contingencies
-----------------------------
In March 1991 the Company was named in a lawsuit alleging
discriminatory employment practices under the Age
Discrimination in Employment Act of 1967 concerning 46
employees affected by the Company's 1988 reduction in force.
Legal counsel is vigorously defending this case. Based on
the information presently available, the Company does not
expect that this litigation or certain other legal matters
in which the Company is currently involved will have a
material impact on financial condition. However, an
unfavorable decision ordered against the Company could have
a material impact on quarterly earnings.
State regulations revised in 1993 require that properties
where releases of hazardous materials occurred in the past
be further cleaned up according to a timetable developed by
the Massachusetts Department of Environmental Protection.
The Company is currently evaluating the potential costs
associated with the cleanup of sites where it has been
identified as the owner or operator. There are
uncertainties associated with these potential costs due to
the complexities of cleanup technology, regulatory
requirements and the particular characteristics of the
different sites. The Company also continues to face
possible liability as a potentially responsible party in the
cleanup of certain other multi-party hazardous waste sites
in Massachusetts and other states. At the majority of these
other sites the Company is one of many potentially
responsible parties and its alleged share of the
responsibility is a small percentage. The Company does not
expect any of its potential cleanup liabilities to have a
material impact on its financial condition or annual results
of operations, although provisions for cleanup costs could
have a material impact on quarterly earnings.
5
<PAGE> 6
<TABLE>
C) Income Taxes
------------
The annual estimated effective income tax rate for 1994 and
the actual effective income tax rate for 1993 and the
reasons for their differences from the statutory federal
income tax rate are explained below:
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Statutory tax rate 35.0% 35.0%
State income tax, net of federal income
tax benefit 4.3 4.2
Investment tax credits (2.0) (2.6)
Reversal of deferred taxes - settlement
agreement - (13.0)
Other (0.1) (0.2)
---- -----
Effective tax rate 37.2% 23.4%
==== =====
</TABLE>
D) Long-Term Debt
--------------
In March 1994 the Massachusetts Industrial Finance Agency,
on behalf of the Company, issued $15 million of 5.75% tax-
exempt debentures due in 2014. The proceeds from this issue
and sufficient other funds were deposited on March 31, 1994
in an irrevocable trust to pay the principal, call premium
and interest payments on $15 million of 10.25% Series U
first mortgage bonds. As a result the bonds and cash were
removed from the Company's consolidated balance sheet. The
bonds were subsequently redeemed on April 1, 1994. On May
2, 1994 the Company redeemed $3.6 million of Series S first
mortgage bonds.
E) New Accounting Pronouncements
-----------------------------
In the first quarter of 1994 the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 112, Employers'
Accounting for Postemployment Benefits. The statement
required the Company to record a liability computed on an
actuarial basis for the estimated cost of providing
postemployment benefits. Postemployment benefits provided
by the Company to former or inactive employees, their
beneficiaries and covered dependents consist primarily of
disability-related benefits, including workers compensation.
The Company previously recognized the cost of these benefits
primarily as claims were paid. The adoption of SFAS No. 112
was not material to the Company.
SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities, was also effective in the first quarter
of 1994. This statement had no material effect on the
Company.
6
<PAGE> 7
Item 2 - Management's Discussion and Analysis
- - ---------------------------------------------
Results of Operations - Three Months ended March 31, 1994 vs.
- - -------------------------------------------------------------
Three Months ended March 31, 1993
- - ---------------------------------
Earnings per common share for the three months ended March 31,
1994 amounted to $0.35 as compared to $0.25 per common share for
the three months ended March 31, 1993. The increase in earnings
is primarily the result of the elimination of certain purchased
power expenses due to the expiration of a long-term contract, a
$29 million annual rate increase effective November 1993 and a
3.1% increase in retail kWh sales. These were partially offset
by higher depreciation and amortization expense, increases in
pension and other employee benefit expenses and higher income tax
expense.
The results of operations for the first quarter are not
indicative of the results which may be expected for the full year
due to the seasonality of the Company's kWh sales and revenues.
See Note A to the consolidated financial statements.
Operating revenues
<TABLE>
Operating revenues increased 6.4% as follows:
<CAPTION>
(in thousands)
- - ---------------------------------------------------------------------
<S> <C>
Retail electric revenues $12,967
Demand side management revenues 1,131
Wholesale and other revenues 5,036
Short-term sales revenues 3,563
- - ---------------------------------------------------------------------
Increase in operating revenues $22,697
=====================================================================
</TABLE>
Retail electric revenues increased $13 million. The November
1993 retail rate increase resulted in $5.6 million of the
increased revenues and $3.5 million was due to a 3.1% increase in
retail kWh sales. Performance revenues, which vary annually
based on the operating performance of Pilgrim Nuclear Power
Station, increased $2.1 million as a result of a higher expected
annual capacity factor for the station in 1994 than in 1993.
A new $51 million annual conservation charge for recovery of
demand side management program costs was implemented in February
1994. The charge will recover $20 million of 1994 program costs
and $14 million of amortization of capitalized program costs plus
lost base revenues, incentives and a return. The previous $53
million annual charge effective through January 1994 recovered
1992 and 1993 program costs plus lost base revenues and a return.
The increase in wholesale and other revenues is due primarily to
a decrease in revenue reserves. In 1994 $4.6 million of reserves
were recorded related to certain wholesale and contract
customers. In 1993 the Company recorded $8.2 million of
reserves, of which $6.5 million was estimated as a result of a
DPU order on the Company's generating unit performance program.
Increased short-term sales revenues are the result of higher
Company generation availability and short-term power purchaser
requirements. Revenues from short-term sales serve to reduce
fuel and purchased power billings to retail customers and
therefore have no effect on earnings.
7
<PAGE> 8
Operating expenses
Total fuel and purchased power expenses decreased $8.6 million.
Higher incurred costs due to increased generation and power
purchases were more than offset by a decrease in expense caused
by the timing effect of fuel and purchased power expense
collection. Fuel and purchased power expenses are substantially
fully recoverable through fuel and purchased power revenues.
Other operations and maintenance expense increased primarily due
to a $5 million increase in pension expense and increases in
other employee benefit expenses. In accordance with the 1992
settlement agreement the Company records pension expense based
upon the estimated funding of the pension plan for the year.
Depreciation and amortization expense increased primarily due to
a higher depreciable plant balance. In 1994 the Company resumed
amortization of the deferred costs of the cancelled Pilgrim 2
nuclear unit. In accordance with the 1992 settlement agreement
the Company did not expense any of these costs in 1993.
The Company's effective annual income tax rate for 1994 is
currently estimated to be 37.2% vs. an actual rate of 23.4% for
1993. The 1993 rate was reduced by adjustments to deferred
income taxes of $20 million in accordance with the 1992
settlement agreement.
Other interest charges decreased primarily due to a lower average
outstanding short-term debt balance.
Financial Condition
- - -------------------
The Company's 1992 settlement agreement with the DPU provides
increased revenues from retail customers over the three-year
period ending October 1995. Additionally, a long-term purchased
power contract with annual charges of approximately $60 million
expired in October 1993 with no related change in revenues. The
settlement agreement also limits the annual rate of return on
equity during the three-year period to 11.75%, excluding any
penalties or rewards from performance incentives.
The most significant impact that performance incentives can have
on the Company's financial results is based on Pilgrim Station's
annual capacity factor. Effective November 1993 an annual
capacity factor between 60% and 68% will provide approximately
$45 million of revenues through the performance adjustment
charge. For each percentage point increase in capacity factor
above 68%, annual revenues will increase by approximately
$650,000. For each percentage point decrease in capacity factor
below 60% (to a minimum of 35%), annual revenues will decrease by
approximately $750,000. The capacity factor for the current
performance year to date (November 1993 through April 1994) is
81.7%.
8
<PAGE> 9
Liquidity
- - ---------
The Company supplements internally generated funds with external
financings, primarily the issuance of short-term commercial paper
and bank borrowings. The Company has authority from the Federal
Energy Regulatory Commission to issue up to $350 million of
short-term debt. The Company has a $200 million revolving credit
agreement and arrangements with several banks to provide
additional short-term credit on a committed as well as on an
uncommitted and as available basis. At March 31, 1994 the
Company had $205 million of short-term debt outstanding, none of
which was incurred under the revolving credit agreement.
Outlook for the Future
- - ----------------------
A significant portion of the Company's electricity sales is made
to commercial customers rather than industrial customers. As a
result the Company's sales have been only moderately impacted by
the decline in the local economy. The Company's retail sales
increased 3.1% in the first quarter of 1994 due in part to
extreme weather conditions in Massachusetts. However, this
growth rate is not expected to continue throughout the year.
In April 1994 the Massachusetts Supreme Judicial Court issued a
favorable decision on the Company's appeal of an order by the DPU
that would have required the Company to purchase 132 megawatts of
power from Altresco Lynn, LP, an independent power producer,
starting as early as 1995. The Company opposed the order as it
does not believe it needs any new power for several years. The
Court remanded the case to the DPU for further consideration.
Other Matters
- - -------------
On April 28, 1994, Company President Thomas J. May was elected
Chairman and Chief Executive Officer, Executive Vice President
George W. Davis was elected President and Chief Operating
Officer, and Chairman and Chief Executive Officer Bernard W.
Reznicek announced his retirement. The elections and retirement
are effective July 1, 1994.
On May 6, 1994, the Company and its union locals agreed on new
six-year labor contracts.
SFAS No. 112 and SFAS No. 115 were effective in the first quarter
of 1994. Refer to Note E to the consolidated financial
statements for further discussion of these pronouncements.
9
<PAGE> 10
Part II - Other Information
- - ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- - ------------------------------------------------------------
The Company's Annual Meeting of Stockholders was held on April
22, 1994. The following items were submitted to vote:
1. To elect five Class III directors to serve until the 1997
Annual Meeting.
2. To vote upon a proposal to amend the Articles of
Organization of the Company to increase by 500,000 the
number of shares of Cumulative Preferred Stock, having a
par value of $100, which the Company is authorized to
issue.
3. To vote upon a proposal to amend the Articles of
Organization of the Company to authorize the issuance of
reacquired shares of Cumulative Preferred Stock.
4. To vote upon a proposal to restate the Articles of
Organization of the Company to consolidate the present
fifteen amendments to the Articles of Organization and
the amendments contemplated in Proposals Nos. 2 and 3
hereof into a single document and to delete provisions
which are no longer operative.
5. To vote upon a stockholder proposal recommending the
immediate shutdown and retirement of the Company's
nuclear unit, which the Board of Directors opposes, if
the proposal is presented at the meeting.
As a result of sufficient votes not received in time for the
scheduled meeting for Item 3, the meeting was adjourned until May
26, 1994 to permit further solicitation of proxies with respect
to this proposal.
Item 5. Other Information
- - --------------------------
The following additional information is furnished in connection
with the Registration Statement on Form S-3 of the Registrant
(File No. 33-57840), filed with the Securities and Exchange
Commission on February 3, 1993.
<TABLE>
Price and dividend information per share of common stock:
<CAPTION>
Price
--------------- Dividend
High Low Paid
------- --- --------
<S> <C> <C> <C>
First quarter 1994 $29 7/8 $26 $0.44
</TABLE>
The last sales price of the Company's common stock on the New
York Stock Exchange as reported in the Wall Street Journal for
May 10, 1994 was $27 1/4 per share.
10
<PAGE> 11
<TABLE>
Ratio of earnings to fixed charges and ratio of earnings to fixed
charges and preferred stock dividend requirements:
<S> <C>
Twelve Months ended March 31, 1994:
-----------------------------------
Ratio of earnings to fixed charges 2.37X
Ratio of earnings to fixed charges and preferred
stock dividend requirements 2.01X
Year ended December 31, 1993:
-----------------------------
Ratio of earnings to fixed charges 2.27X
Ratio of earnings to fixed charges and preferred
stock dividend requirements 1.94X
</TABLE>
11
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K
- - -----------------------------------------
a) Exhibits filed herewith:
Exhibit 12 - Computation of ratio of earnings to
fixed charges
12.1 Computation of ratio of
earnings to fixed charges
for the twelve months ended
March 31, 1994.
12.2 Computation of ratio of
earnings to fixed charges
and preferred stock dividend
requirements for the twelve months
ended March 31, 1994.
12.3 Computation of ratio of
earnings to fixed charges
for the year ended December 31, 1993.
12.4 Computation of ratio of
earnings to fixed charges
and preferred stock dividend
requirements for the year ended
December 31, 1993.
Exhibit 15 - Letter re unaudited interim financial
information
15.1 Report of Independent Accountants
Exhibit 99 - Additional Exhibits
99.1 Letter of Independent Accountants
Re Form S-3 Registration
Statements filed by the
Company on September 14, 1990
(File No. 33-36824),
February 3, 1993
(File No. 33-57840);
Form S-8 Registration
Statements filed by the
Company on October 10, 1985
(File No. 33-00810), July 28, 1986
(File No. 33-7558), December 31,
1990 (File No. 33-38434),
June 5, 1992 (33-48424 and
33-48425) and March 17, 1993
(33-59662 and 33-59682).
b) A Form 8-K dated April 28, 1994 was filed with the
Securities and Exchange Commission by the Company. This
report contained two press releases: one announcing
first quarter earnings and a second announcing management
changes.
12
<PAGE> 13
Signature
---------
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.
BOSTON EDISON COMPANY
---------------------
(Registrant)
Date: May 13, 1994 /s/ Robert J. Weafer, Jr.
--------------------------
Robert J. Weafer, Jr.
Vice President,
Controller and
Chief Accounting
Officer
13
<PAGE> 1
<TABLE>
Exhibit 12.1
Boston Edison Company
Computation of Ratio of Earnings to Fixed Charges
Twelve Months ended March 31, 1994
(in thousands)
<S> <C>
Net income from continuing operations $122,578
Income taxes 43,526
Fixed charges 121,091
--------
Total $287,195
========
Interest expense $113,713
Interest component of rentals 7,378
--------
Total $121,091
========
Ratio of earnings to fixed charges 2.37
========
</TABLE>
14
<PAGE> 1
<TABLE>
Exhibit 12.2
Boston Edison Company
Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend Requirements
Twelve Months ended March 31, 1994
(in thousands)
<S> <C>
Net income from continuing operations $122,578
Income taxes 43,526
Fixed charges 121,091
--------
Total $287,195
========
Interest expense $113,713
Interest component of rentals 7,378
--------
Subtotal $121,091
--------
Preferred stock dividend requirements 21,490
--------
Total $142,581
========
Ratio of earnings to fixed charges
and preferred stock dividend
requirements 2.01
========
</TABLE>
15
<PAGE> 1
<TABLE>
Exhibit 12.3
Boston Edison Company
Computation of Ratio of Earnings to Fixed Charges
Year ended December 31, 1993
(in thousands)
<S> <C>
Net income from continuing operations $118,218
Income taxes 36,146
Fixed charges 121,499
--------
Total $275,863
========
Interest expense $114,153
Interest component of rentals 7,346
--------
Total $121,499
========
Ratio of earnings to fixed charges 2.27
========
</TABLE>
16
<PAGE> 1
<TABLE>
Exhibit 12.4
Boston Edison Company
Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend Requirements
Year ended December 31, 1993
(in thousands)
<S> <C>
Net income from continuing operations $118,218
Income taxes 36,146
Fixed charges 121,499
--------
Total $275,863
========
Interest expense $114,153
Interest component of rentals 7,346
--------
Subtotal $121,499
--------
Preferred stock dividend requirements 20,501
--------
Total $142,000
========
Ratio of earnings to fixed charges
and preferred stock dividend
requirements 1.94
========
</TABLE>
17
<PAGE> 1
Exhibit 15.1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Directors
of Boston Edison Company
We have reviewed the accompanying consolidated balance sheet
of Boston Edison Company (the Company) and subsidiaries as of
March 31, 1994 and the related statements of income and cash
flows for the three-month periods ended March 31, 1994 and 1993.
These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
Boston, Massachusetts COOPERS & LYBRAND
April 28, 1994
18
<PAGE> 1
Exhibit 99.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Boston Edison Company
Registration on Form
S-3 and Form S-8
We are aware that our report dated April 28, 1994 on our
review of the interim financial information of Boston Edison
Company for the period ended March 31, 1994 and included in this
Form 10-Q is incorporated by reference in the Company's
registration statements on Form S-3 (File Nos. 33-36824 and 33-
57840) and on Form S-8 (File Nos. 33-00810, 33-7558, 33-38434,
33-38424, 33-48425, 33-59662 and 33-59682). Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not
be considered a part of the registration statements prepared or
certified by us within the meaning of Sections 7 and 11 of that
Act.
Boston, Massachusetts COOPERS & LYBRAND
April 28, 1994
19
