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 June 30, 1995
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 June 30, 1995
----- ----------------------------
Common Stock, $1 par value 46,752,631 shares
<Page 2>
Part I - Financial Information
Item 1. Financial Statements
-----------------------------
<TABLE>
Boston Edison Company
Consolidated Balance Sheets
(Unaudited)
(in thousands)
<CAPTION>
June 30, December 31,
1995 1994
---------- -----------
<S> <C> <C>
Assets
------
Utility plant in service, at original cost $4,221,983 $4,074,810
Less: accumulated depreciation 1,409,720 1,344,452
---------- ----------
2,812,263 2,730,358
Nuclear fuel, net 60,609 55,597
Construction work in progress 81,625 144,048
---------- ----------
Net utility plant 2,954,497 2,930,003
Investments in electric companies, at equity 24,145 24,678
Nuclear decommissioning trust 93,733 82,831
Current assets:
Cash and cash equivalents 2,951 6,822
Accounts receivable 215,417 189,382
Accrued unbilled revenues 42,476 32,240
Fuel, materials and supplies,
at average cost 61,015 71,560
Prepaid expenses and other 28,801 26,705
---------- ----------
Total current assets 350,660 326,709
---------- ----------
Regulatory assets:
Redemption premiums 49,069 52,859
Income taxes, net 45,433 44,745
Power contracts 34,630 40,277
Pension and postretirement costs 18,729 22,761
Nuclear outage costs 28,543 17,804
Other 14,408 19,702
---------- ----------
Total regulatory assets 190,812 198,148
Other deferred debits:
Intangible asset - pension 33,184 22,849
Other 30,867 31,392
---------- ----------
Total assets $3,677,898 $3,616,610
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 3
<TABLE>
Boston Edison Company
Consolidated Balance Sheets
(Unaudited)
(in thousands)
<CAPTION>
June 30, December 31,
1995 1994
---------- ----------
<S> <C> <C>
Capitalization and Liabilities
------------------------------
Common stock equity:
Common stock $ 699,134 $ 668,338
Retained earnings 243,917 247,409
---------- ----------
Total common stock equity 943,051 915,747
Cumulative preferred stock:
Non-mandatory redeemable series 123,000 123,000
Mandatory redeemable series 92,000 94,000
Long-term debt 1,160,266 1,136,617
Current liabilities:
Long-term debt/preferred stock
due within one year 203,467 102,250
Notes payable 172,477 214,786
Accounts payable 104,553 139,119
Interest accrued 25,530 24,464
Dividends payable 24,063 23,533
Pension benefits 34,763 31,908
Other 47,565 76,615
---------- ----------
Total current liabilities 612,418 612,675
---------- ----------
Deferred credits:
Power contracts 34,630 40,277
Accumulated deferred income taxes 512,700 515,454
Accumulated deferred investment tax credits 65,002 67,048
Nuclear decommissioning reserve 103,232 92,404
Other 31,599 19,388
---------- ----------
Total deferred credits 747,163 734,571
Commitments and contingencies - -
---------- ----------
Total capitalization and liabilities $3,677,898 $3,616,610
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 4
<TABLE>
Boston Edison Company
Consolidated Statements of Income
(Unaudited)
(in thousands, except per share amounts)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1995 1994 1995 1994
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Operating revenues $384,035 $368,655 $765,615 $746,104
-------- -------- -------- --------
Operating expenses:
Fuel 34,053 39,189 74,091 83,267
Purchased power 89,555 84,446 186,810 174,014
Other operations and maintenance 109,593 102,652 216,818 210,816
Depreciation and amortization 39,663 39,308 79,179 78,424
Amortization of deferred cost of
cancelled nuclear unit 0 4,948 0 9,896
Demand side management programs 12,819 10,106 24,423 18,045
Taxes - property and other 27,095 25,012 54,239 51,333
Income taxes 15,790 12,599 27,580 24,119
-------- -------- -------- --------
Total operating expenses 328,568 318,260 663,140 649,914
-------- -------- -------- --------
Operating income 55,467 50,395 102,475 96,190
Other income (expense), net (302) 863 483 1,658
-------- -------- -------- --------
Operating and other income 55,165 51,258 102,958 97,848
-------- -------- -------- --------
Interest charges:
Long-term debt 26,260 25,744 51,293 51,786
Other 4,268 2,990 8,973 5,248
Allowance for borrowed funds used
during construction (1,500) (1,458) (3,647) (2,980)
-------- -------- -------- --------
Total interest charges 29,028 27,276 56,619 54,054
-------- -------- -------- --------
Net income 26,137 23,982 46,339 43,794
Preferred dividends provided 3,890 3,951 7,792 7,913
-------- -------- -------- --------
Balance available for common stock $ 22,247 $ 20,031 $ 38,547 $ 35,881
======== ======== ======== ========
Weighted average common shares
outstanding 45,909 45,284 45,756 45,237
====== ====== ====== ======
Earnings per share of common stock $0.48 $0.44 $0.84 $0.79
===== ===== ===== =====
Dividends declared per common share $0.455 $0.440 $0.91 $0.88
====== ====== ===== =====
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 5
<TABLE>
Boston Edison Company
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<CAPTION>
Six Months Ended June 30,
1995 1994
------- -------
<S> <C> <C>
Operating activities:
Net income $46,339 $43,794
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 72,495 71,195
Amortization of nuclear fuel 7,612 12,222
Amortization of deferred cost of
cancelled nuclear unit, net 0 9,534
Other amortization 11,262 11,185
Deferred income taxes (3,709) 5,310
Investment tax credits (2,046) (2,037)
Allowance for borrowed funds used during
construction (3,647) (2,980)
Net changes in:
Accounts receivable and accrued
unbilled revenues (36,271) (25,300)
Fuel, materials and supplies 8,181 544
Accounts payable (34,566) (14,656)
Other current assets and liabilities (26,695) (10,226)
Other, net 8,271 18,447
------- -------
Net cash provided by operating activities 47,226 117,032
------- -------
Investing activities:
Plant expenditures (excluding AFUDC) (91,175) (78,248)
Nuclear fuel expenditures (11,911) (2,697)
Capitalized demand side management
expenditures 0 (10,232)
Nuclear decommissioning trust investments (10,902) (7,735)
Electric company investments 533 (322)
------- -------
Net cash used by investing activities (113,455) (99,234)
------- -------
Financing activities:
Issuances:
Common stock 31,569 5,318
Long-term debt 125,000 15,000
Redemptions:
Preferred stock (2,000) (2,000)
Long-term debt (600) (28,600)
Net change in notes payable (42,309) 37,676
Dividends paid (49,302) (47,682)
------- -------
Net cash provided (used) by financing
activities 62,358 (20,288)
------- -------
Decrease in cash and cash equivalents (3,871) (2,490)
Cash and cash equivalents at beginning of year 6,822 8,768
------- -------
Cash and cash equivalents at end of period $ 2,951 $ 6,278
======= =======
Cash paid during the period for:
Interest $59,200 $57,556
Less: amounts capitalized 3,647 2,980
------- -------
$55,553 $54,576
======= =======
Income taxes $40,026 $24,618
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
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) 1994 Form 10-K Annual
Report and Form 10-Q for the period ended March 31, 1995. 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 June 30, 1995 and the results
of operations for the three and six months ended June 30, 1995 and 1994 and
the cash flows for the six months ended June 30, 1995 and 1994. Certain
reclassifications have been made to the prior year data to conform to the
current presentation.
The results of operations for the three and six months ended June 30, 1995 are
not indicative of the results which may be expected for the entire year. The
Company's kWh sales and revenues are typically higher in the winter and summer
than in the spring and fall as sales tend to vary with weather conditions. In
addition, the Company bills higher base rates to commercial and industrial
customers during the billing months of June through September as mandated by
the Massachusetts Department of Public Utilities (DPU). Accordingly, greater
than half of the Company's annual earnings typically occurs in the third
quarter.
B) Commitments and Contingencies
-----------------------------
In 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
continues to vigorously defend 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 its financial condition. However, an unfavorable decision ordered
against the Company could have a material impact on the results of a reporting
period.
The Company owns or operates 47 properties where hazardous materials were
released in the past. The Company is required to clean up these properties in
accordance with a timetable developed by the Massachusetts Department of
Environmental Protection and is continuing to evaluate the costs associated
with their cleanup. There are uncertainties associated with these 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 eight multi-party hazardous waste sites in Massachusetts and other states
where it is alleged to have generated, transported or disposed of hazardous
waste at the sites. At the majority of these sites the Company is one of many
potentially responsible parties and currently expects to have only a small
percentage of the potential liability. Through June 30, 1995, the Company has
accrued approximately $7 million related to its cleanup liabilities. The
Company is unable to fully determine a range of reasonably possible cleanup
costs in excess of the accrued amount, although based on its assessments of
the specific site circumstances, it does not expect any such additional costs
<PAGE> 7
to have a material impact on its financial condition. However, additional
provisions for cleanup costs could have a material impact on the results of a
reporting period.
C) Income Taxes
------------
The following table reconciles the federal statutory income tax rate to the
annual estimated effective income tax rate for 1995 and the actual effective
income tax rate for 1994.
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Statutory tax rate 35.0% 35.0%
State income tax, net of federal income
tax benefit 4.3 4.3
Investment tax credits (2.0) (2.3)
Reversal of deferred taxes -
settlement agreement - (5.5)
Other 0.3 (0.1)
---- ----
Effective tax rate 37.6% 31.4%
==== ====
</TABLE>
D) Long-Term Securities
--------------------
In May 1995 the Company issued $125 million of 7.80% debentures due in 2010.
In June 1995 the Company sold one million shares of common stock with net
proceeds of $25.5 million to Goldman, Sachs & Co. as underwriters for a public
offering. The proceeds from the debentures and common stock issuances were
used to reduce short-term debt.
Item 2. Management's Discussion and Analysis
---------------------------------------------
Results of Operations - Three Months ended June 30, 1995 vs. Three Months
--------------------------------------------------------------------------
ended June 30, 1994
-------------------
Earnings per common share for the three months ended June 30, 1995 amounted to
$0.48 as compared to $0.44 per common share for the three months ended June
30, 1994. The increase was primarily due to a $29 million annual retail base
rate increase effective November 1994, a 0.7% increase in retail kWh sales
and the ending of amortization of deferred cancelled nuclear costs in 1994.
These positive changes were partially offset by higher operations and
maintenance costs resulting primarily from a refueling outage at Pilgrim
Nuclear Power Station.
The results of operations for the quarter are not indicative of the results
which may be expected for the entire year due to the seasonality of the
Company's kWh sales and revenues. See Note A to the consolidated financial
statements.
<PAGE> 8
Operating revenues
Operating revenues increased 4.2% in the second quarter of 1995 as follows:
<TABLE>
<CAPTION>
(in thousands)
------------------------------------------------------
<S> <C>
Retail electric revenues $13,846
Demand side management revenues 1,073
Wholesale and other revenues 1,137
Short-term sales revenues (676)
------------------------------------------------------
Increase in operating revenues $15,380
======================================================
</TABLE>
Retail electric revenues increased $13.8 million. The November 1994 base rate
increase resulted in $6.8 million of the increased revenues and $5.0 million
is due to the increase in retail kWh sales. The remainder of the increase is
from slightly higher performance revenues and fuel and purchased power
revenues.
A new annual conservation charge for recovery of demand side management (DSM)
program costs was implemented in February 1995. Under this current charge
substantially all 1995 program costs are recovered in the current year. This
results in higher DSM revenues and expenses than in prior years when certain
program costs were capitalized for recovery over six years.
The net increase in wholesale and other revenues is due to a $3.6 million
increase in subsidiary revenues, primarily from Coneco Corporation which was
acquired by Boston Energy Technology Group in August 1994. Wholesale revenues
decreased $1.7 million due to lower sales to contract customers as a result of
the refueling outage at Pilgrim Station in 1995.
Operating expenses
Total fuel and purchased power expenses were $123.6 million in the second
quarter of both 1995 and 1994. The timing effect of fuel and purchased power
cost collection resulted in lower expenses in 1995 which were entirely offset
by higher purchased power expenses, mainly due to the Pilgrim Station
refueling outage. Fuel and purchased power expenses are substantially all
recoverable through fuel and purchased power revenues.
Other operations and maintenance expense increased 6.8% primarily due to
higher nuclear costs resulting from the 73-day refueling outage. Subsidiary
operation expenses also increased as a result of the Coneco Corporation
acquisition.
In 1994 the Company fully expensed the remaining deferred costs of the
cancelled Pilgrim 2 nuclear unit.
The increase in demand side management programs expense is consistent with the
increase in DSM revenues. Beginning with the annual conservation charge
implemented in February 1995 DSM costs are recovered and expensed primarily in
the year incurred.
Property and other taxes increased due to higher property taxes imposed by a
majority of the municipalities in which the Company operates.
<PAGE> 9
Interest charges
Interest charges on long-term debt increased due to the $125 million
debentures issuance in May 1995. Other interest charges increased due to
higher short-term debt rates and a higher average short-term debt level.
Results of Operations - Six Months ended June 30, 1995 vs. Six Months ended
----------------------------------------------------------------------------
June 30, 1994
-------------
Earnings per common share for the six months ended June 30, 1995 amounted to
$0.84 as compared to $0.79 per common share for the six months ended June 30,
1994. The increase was primarily due to the ending of amortization of
deferred cancelled nuclear costs in 1994 and the $29 million base rate
increase effective November 1994. These positive changes were partially
offset by higher subsidiary and nuclear operations and maintenance expenses
and a 1.8% decrease in retail kWh sales, primarily caused by milder winter
weather.
The results of operations for the six months ended June 30, 1995 are not
indicative of the results which may be expected for the entire year due to the
seasonality of the Company's kWh sales and revenues. See Note A to the
consolidated financial statements.
Operating revenues
Operating revenues increased 2.6% in the first six months of 1995 as follows:
<TABLE>
<CAPTION>
(in thousands)
------------------------------------------------------
<S> <C>
Retail electric revenues $13,091
Demand side management revenues 4,707
Wholesale and other revenues 7,076
Short-term sales revenues (5,363)
------------------------------------------------------
Increase in operating revenues $19,511
======================================================
</TABLE>
Retail electric revenues increased $13.1 million. The November 1994 base rate
increase resulted in $9.2 million of the increased revenues, while the 1.8%
decrease in retail kWh sales resulted in a $4.7 million revenue decrease.
Fuel and purchased power revenues increased $9.3 million as a result of the
timing effect of fuel and purchased power cost recovery, however these higher
revenues are offset by higher fuel and purchased power expenses and have no
effect on earnings. Performance revenues, which vary based on the annual
operating performance of Pilgrim Station, decreased by $0.7 million.
Performance revenues are expected to increase for the year due to Pilgrim's
three month outage in late 1994, which resulted in a lower annual performance
than was estimated and reflected in revenues in the first six months of 1994.
A new annual conservation charge for recovery of demand side management
program costs was implemented in February 1995, resulting in higher revenues,
as discussed in the results of operations for the second quarter.
The net increase in wholesale and other revenues is primarily due to a $5.7
million increase in subsidiary revenues and a $3.8 million decrease in revenue
reserves. In 1994 $6 million of reserves were recorded related to certain
wholesale and contract customers. In addition, due to the Pilgrim refueling
<PAGE> 10
outage and lower sales to municipal customers, wholesale revenues decreased
$2.4 million.
Decreased short-term sales revenues are due to a decrease in short-term power
purchase requirements resulting from milder weather conditions in 1995.
Revenues from short-term sales serve to reduce fuel and purchased power
billings to retail customers and therefore have no effect on earnings.
Total fuel and purchased power expenses increased $3.6 million. A decrease in
fuel expense primarily due to an 18% decrease in Company generation was more
than offset by higher short-term power purchase expenses.
Other operations and maintenance expense increased 2.8% primarily due to an
increase in subsidiary operation expenses, as discussed in the results of
operations for the second quarter, and costs associated with the nuclear
refueling outage.
The increase in demand side management programs expense is consistent with the
increase in DSM revenues. Both revenues and expenses are higher due to the
1995 change in DSM recovery timing that results in the current year recovery
and expense recognition of program costs.
Interest Charges
Interest charges on long-term debt decreased due to a $10 million debentures
redemption and a first mortgage bond refinancing in 1994. Other interest
charges increased due to higher short-term interest rates and a higher average
short-term debt level.
Financial Condition
-------------------
The Company's 1992 settlement agreement with the DPU limits the annual rate of
return on equity during 1995 to 11.75%, excluding any penalties or rewards
from performance incentives. The Company's ability to achieve or exceed the
11.75% rate of return on equity is primarily dependent upon its ability to
control costs and to earn performance incentives, primarily based on Pilgrim
Station's annual capacity factor. Pilgrim's capacity factor for the
performance year ending October 1995 is currently expected to be approximately
68%.
Liquidity
---------
The Company supplements internally generated funds with external financings,
primarily through the issuance of short-term commercial paper and bank
borrowings. The Company has authority from the Federal Energy Regulatory
Commission (FERC) 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 June 30, 1995 the Company had $172
million of short-term debt outstanding, none of which was incurred under the
revolving credit agreement. In 1994 the DPU approved the Company's financing
plan to issue up to $500 million of securities through 1996 using the proceeds
to refinance short and long-term securities and for capital expenditures. See
<PAGE> 11
Note D to the consolidated financial statements for specific information
relating to recent financing activities.
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 unfavorable economic factors
affecting the manufacturing industry in Massachusetts and have been positively
impacted by economic growth in the commercial sector. Retail electricity
sales decreased 1.8% in the first six months of 1995 primarily due to mild
winter weather conditions compared to extremely cold weather conditions in
1994.
On July 6, 1995, the Company's largest retail customer, the Massachusetts Port
Authority (Massport), issued a request for proposals for a wholesale supplier
of electricity. Current estimated annual revenues from Massport are
approximately $7 million, excluding fuel revenues. It is uncertain as to
whether Massport is eligible to become a wholesale customer under current
state and federal law. In addition, if Massport is able to become a wholesale
customer, it is uncertain what Massport's responsibility would be for
obligations previously incurred by the Company on Massport's behalf.
The Company is actively involved in efforts to retain Massport as a customer.
On July 17, 1995, the Company and 17 other parties filed with the DPU an
agreement consisting of a set of Massachusetts Interdependent Principles for
restructuring the state's electric utility business. The parties include four
other Massachusetts electric utilities, the Massachusetts Attorney General's
Office and several other state agencies, and various businesses and public
interest groups. The principles, which provide a broad outline for changes in
the industry, were submitted for the DPU's review and consideration. The
principles include a reasonable opportunity for electric utilities to recover
investments made to meet previous regulatory obligations, the movement to a
competitive market and customer choice at the retail level, and the
continuation of cost effective environmental and DSM programs. The DPU is
expected to issue an order on industry restructuring in the third quarter of
1995, after which individual utilities will begin to negotiate their own
restructuring plans consistent with the DPU's order. The effects of industry
restructuring and the transition to a competitive market could ultimately
result in charges to earnings associated with unrecoverable investments. The
extent and timing of any potential charges will be determined by the DPU's
directives and the market transition rules implemented.
On July 27, 1995, the Company announced its reorganization into four separate
business units effective November 1, 1995: Customer, Generating-Fossil,
Generating-Nuclear and Corporate Services. The new corporate organization is
consistent with the Company's plan and expectations for a restructured
electric utility industry. The Customer Business Unit will have primary
responsibility for interaction with customers and will consolidate energy
delivery, system operations, sales, marketing and customer service. A Company
<PAGE> 12
president and chief operating officer currently being recruited from outside
the Company will lead this unit and have overall responsibility for the other
three business units. The Fossil Generating Business Unit will be responsible
for the production of electricity at the Company's fossil fuel-fired plants
and will be led by Ronald A. Ledgett, currently Senior Vice President - Power
Delivery. The Nuclear Generating Business Unit will be responsible for the
operation of Pilgrim Station and all nuclear support functions and will
continue to be led by current Senior Vice President E. Thomas Boulette. The
Corporate Services Business Unit will be responsible for providing central
business services to other business units including finance and accounting,
information services, materials management and engineering services. This
unit will be led by James J. Judge, currently Director of Corporate Planning.
Corporate policy functions will report directly to Chief Executive Officer
Thomas J. May: Corporate Relations, led by current Senior Vice President L.
Carl Gustin; Human Resources, led by current Senior Vice President John J.
Higgins, and Strategy and Regulation, led by current Vice President and
General Counsel Douglas S. Horan.
Under the new corporate structure, approximately 70 of the Company's 200 upper
and middle management positions and related administrative support positions
are expected to be eliminated in 1995. A special severance program was
announced for these affected employees, which will result in a one-time charge
to third quarter earnings of approximately $7 million. The estimated payback
period for this first phase of the restructuring is approximately one year.
The Company plans to further reduce its staffing level by approximately 400
employees by the end of 1996. No specific severance program has been
announced for employees that may be affected by this second phase of staffing
cuts, however, the Company currently expects to implement a severance program
and incur a charge to earnings in the first quarter of 1996. The extent of
this charge has not yet been determined. The Company anticipates substantial
ongoing savings as a result of this reorganization.
<PAGE> 13
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 May 12, 1995. The
following five Class I directors were reelected to serve until the 1998 Annual
Meeting:
<TABLE>
<CAPTION>
Total vote Total vote
for each withheld from
director each director
--------- -------------
<S> <C> <C>
Nelson S. Gifford 35,950,892 566,741
Kenneth I. Guscott 35,854,584 663,050
Matina S. Horner 35,945,407 572,227
Bernard W. Reznicek 35,700,472 817,162
Paul E. Tsongas 35,793,379 724,254
</TABLE>
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.
Price and dividend information per share of common stock:
<TABLE>
<CAPTION>
Price Dividend
High Low Paid
------- ------- --------
<S> <C> <C> <C>
First quarter 1995 $25 1/2 $23 1/8 $0.455
Second quarter 1995 27 23 3/8 0.455
</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 August 10, 1995 was $25
per share.
Ratio of earnings to fixed charges and ratio of earnings to fixed charges and
preferred stock dividend requirements:
Twelve months ended June 30, 1995:
---------------------------------
Ratio of earnings to fixed charges 2.47
Ratio of earnings to fixed charges and preferred
stock dividend requirements 2.08
<PAGE> 14
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 June 30, 1995
12.2 - Computation of ratio of earnings to fixed charges
and preferred stock dividend requirements for the
twelve months ended June 30, 1995
Exhibit 15 - Letter re unaudited interim financial information
15.1 - Report of Independent Accountants
Exhibit 27 - Financial Data Schedule
27.1 - Schedule UT
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) and May 31,
1995 (File No. 33-59693); 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), March 17, 1993
(33-59662 and 33-59682) and April 6, 1995 (33-58457)
b) No Form 8-K was filed during the second quarter of 1995.
<PAGE> 15
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: August 14, 1995 /s/ Robert J. Weafer, Jr.
----------------------------
Robert J. Weafer, Jr.
Vice President, Controller
and Chief Accounting
Officer
<PAGE> 16
<TABLE>
<CAPTION>
Exhibit 12.1
Boston Edison Company
Computation of Ratio of Earnings to Fixed Charges
Twelve Months Ended June 30, 1995
(in thousands)
<S> <C>
Net income from continuing operations $127,567
Income taxes 60,540
Fixed charges 128,055
--------
Total $316,162
========
Interest expense $118,169
Interest component of rentals 9,886
--------
Total $128,055
========
Ratio of earnings to fixed charges 2.47
====
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
Exhibit 12.2
Boston Edison Company
Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
Twelve Months Ended June 30, 1995
(in thousands)
<S> <C>
Net income from continuing operations $127,567
Income taxes 60,540
Fixed charges 128,055
--------
Total $316,162
========
Interest expense $118,169
Interest component of rentals 9,886
--------
Subtotal 128,055
--------
Preferred stock dividend requirements 23,933
--------
Total $151,988
========
Ratio of earnings to fixed charges and preferred
stock dividend requirements 2.08
====
</TABLE>
<PAGE> 18
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 June 30, 1995 and the related
statements of income and cash flows for the three and six-month periods ended
June 30, 1995 and 1994. 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 L.L.P.
July 27, 1995
<PAGE> 19
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 July 27, 1995 on our review of the
interim financial information of Boston Edison Company for the period
ended June 30, 1995 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, 33-57840 and 33-59693) and on Form S-8 (File Nos. 33-00810,
33-7558, 33-38434, 33-48424, 33-48425, 33-59662, 33-59682 and 33-58457).
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 L.L.P.
July 27, 1995
<TABLE> <S> <C>
<ARTICLE> UT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,812,263
<OTHER-PROPERTY-AND-INVEST> 260,112
<TOTAL-CURRENT-ASSETS> 350,660
<TOTAL-DEFERRED-CHARGES> 254,863
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,677,898
<COMMON> 46,753
<CAPITAL-SURPLUS-PAID-IN> 652,381
<RETAINED-EARNINGS> 243,917
<TOTAL-COMMON-STOCKHOLDERS-EQ> 943,051
92,000
123,000
<LONG-TERM-DEBT-NET> 1,160,266
<SHORT-TERM-NOTES> 41,477
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 131,000
<LONG-TERM-DEBT-CURRENT-PORT> 201,467
2,000
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 983,637
<TOT-CAPITALIZATION-AND-LIAB> 3,677,898
<GROSS-OPERATING-REVENUE> 765,615
<INCOME-TAX-EXPENSE> 27,580
<OTHER-OPERATING-EXPENSES> 635,560
<TOTAL-OPERATING-EXPENSES> 663,140
<OPERATING-INCOME-LOSS> 102,475
<OTHER-INCOME-NET> 483
<INCOME-BEFORE-INTEREST-EXPEN> 102,958
<TOTAL-INTEREST-EXPENSE> 56,619
<NET-INCOME> 46,339
7,792
<EARNINGS-AVAILABLE-FOR-COMM> 38,547
<COMMON-STOCK-DIVIDENDS> 42,040
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 47,226
<EPS-PRIMARY> 0.84
<EPS-DILUTED> 0
</TABLE>
