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File No. 1-2301
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2
Statement by Holding Company Claiming Exemption Under
Rule 2 from the Provisions of the Public Utility
Holding Company Act of 1935
BOSTON EDISON COMPANY
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hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935. In support of such claim for
exemption the following information is submitted:
1. Boston Edison Company (the Company) is a Massachusetts electric utility
company and a holding company organized in Massachusetts with its
principal office at 800 Boylston Street, Boston, Massachusetts. One of
its wholly-owned subsidiaries is Harbor Electric Energy Company (HEEC), a
Massachusetts electric utility company which also has its principal office
at 800 Boylston Street, Boston, Massachusetts. Boston Energy Technology
Group, Inc. (BETG), is also a wholly-owned subsidiary of the Company, and
neither it nor its subsidiaries engage in regulated utility activities.
BETG has two wholly-owned subsidiaries, TravElectric Services Corp. and
Ener-G-Vision, Inc., and two majority-owned subsidiaries, REZ-TEK
International Corp. and Coneco Inc.
The Company engages principally in the generation, purchase, transmission,
distribution and sale of electric energy. HEEC was formed to engage
principally in the distribution of electric energy from the Company to a
large retail electric customer of the Company, the Massachusetts Water
Resources Authority, for use in the construction and operation of its
wastewater treatment facilities located on Deer Island in Boston,
Massachusetts. HEEC may in the future engage in the generation,
transmission, distribution or sale of electric energy and steam.
2. Properties Used for Generation
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Within Massachusetts, the properties of the Company used for the
generation of electric energy as of December 31, 1995, which are 100%
owned, include three steam-electric generating stations, one of which is
nuclear (678,000 kW) and two of which are fueled by oil and natural gas
(total 1,803,530 kW), and ten combustion turbine generators (total 238,944
kW). The Company's total generating capability within Massachusetts is
2,720,474 kW.
The Company has a 5.8881% joint ownership interest (approximately 37,300
kW nameplate rating) in Wyman Unit #4 operated by Central Maine Power
Company and located in Yarmouth, Maine. It also owns 9.5% of the common
stock of Connecticut Yankee Atomic Power Company which operates a nuclear
generating unit with a net capability of 587,000 kW located in Haddam,
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Connecticut. Until the expiration of the power contract relating to this
unit in June 2007, the Company is entitled to receive 9.5% of its output,
which is 55,765 kW. The Company's generating capability outside
Massachusetts totals 93,065 kW.
Including the power contracts with Connecticut Yankee Atomic Power
Company and Wyman Unit #4, the Company's total generating capability is
2,813,539 kW, of which 96.7% is intrastate and 3.3% is located outside
Massachusetts.
Properties Used for Transmission
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The Company's transmission system as of December 31, 1995, consists of
approximately 362 miles of overhead circuits operating at 115,000 volts,
230,000 volts and 345,000 volts and approximately 156 miles of underground
circuits operating at 115,000 volts and 345,000 volts. All 518 miles of
circuits and their substations are located within Massachusetts. The
Company has an 80% joint ownership interest with another electric utility
in the Medway-Card Street line which is approximately 16 miles of circuits
extending from West Medway, Massachusetts to the Massachusetts-Rhode
Island border, at which point the Company's ownership terminates. This
16-mile circuit is included in the total amount of overhead circuits
described above and constitutes only 3.1% of the Company's entire
transmission system as measured in miles of circuit. The Company also has
a 5.8881% interest in a transmission substation located in Yarmouth, Maine
as part of its ownership interest in the Wyman Unit #4 generating station
discussed above.
The Company owns 4.5% of the voting shares and has an approximately 6.55%
non-voting interest in the New England Hydro-Transmission Electric
Company, Inc., a Massachusetts corporation which owns the Massachusetts
portions of the high voltage direct current (HVDC) interconnection which
extends to the Canadian border. The Company also owns 4.5% of the voting
shares and has an approximately 6.55% non-voting interest in the New
England Hydro-Transmission Corporation, a New Hampshire corporation which
owns the New Hampshire portion of the HVDC interconnection.
Properties Used for Distribution
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All properties of the Company used for the distribution of electric
energy, including circuits, substations, and stations, are located within
Massachusetts.
HEEC's distribution system at December 31, 1995, consists principally of a
4.09 mile 115Kv (submarine cable) distribution line, a substation located
on Deer Island in Boston, Massachusetts and related facilities. HEEC's
distribution system is located entirely in Massachusetts.
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3. Boston Edison Company. In the year ended December 31, 1995, the Company:
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(a) - (c) Sold at retail (including unbilled kWh) 12,838,311,000 kWh of
electric energy only within the Commonwealth of Massachusetts
as the Company is permitted to make retail sales only in its
franchise area which is the City of Boston and thirty-nine
other cities and towns in eastern Massachusetts. Sold
wholesale 3,539,956,000 kWh of electric energy mostly to
customers located inside Massachusetts of which 25% was sold
to the New England Power Exchange (NEPEX) headquartered in
Massachusetts; 28% was sold to municipal electric systems and
public authorities located within Massachusetts; 34% was sold
to public utility companies headquartered in Massachusetts;
and 13% was sold to United Illuminating and Northeast Utilities
(headquartered in Connecticut), and Enron Power Marketing, Inc.
(headquartered in Texas). Electric energy sold to utility
companies outside of Massachusetts was delivered at tie points
between the Company and other utilities located within
Massachusetts and represented 3% of the Company's total sales
(both wholesale and retail) of 16,378,267,000 kWh.
(d) Purchased 6,960,009,000 kWh of electric energy. 19% was
purchased from outside Massachusetts and includes 347,897,000
kWh of electric energy pursuant to the Company's stock
ownership interest in and associated power purchase agreement
with Connecticut Yankee. 55% was purchased from public
authorities and non-utility generators located in
Massachusetts. The remaining purchases consisted of 22% from
NEPEX and 4% from Canal Electric Company, Milford Power
Limited Partnership and New England Power Company, all of
which are located in Massachusetts.
Harbor Electric Energy Company. In the year ended December 31, 1995,
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HEEC:
(a) - (d) did not sell electric energy at wholesale or retail either
within Massachusetts or outside of the state and did not
purchase any electric energy from outside of Massachusetts.
4. Not applicable
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Exhibit A
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A consolidating statement of income and retained earnings of Boston Edison
Company and its subsidiaries for the year ended December 31, 1995 and a
consolidating balance sheet as of December 31, 1995 are also filed herewith.
Boston Edison Company has caused this statement to be duly executed on its
behalf by an authorized officer on this day.
Boston Edison Company
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Claimant
/s/ Robert J. Weafer, Jr.
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Robert J. Weafer, Jr.
Vice President - Finance,
Controller and Chief Accounting
Officer - Boston Edison Company
and Assistant Treasurer -
Harbor Electric Energy Company
February 28, 1996
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Date
Exhibit C
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Not applicable
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<TABLE>
BOSTON EDISON COMPANY
Consolidating Statement of Income and Retained Earnings
For the year ended December 31, 1995
(in thousands, except earnings per share)
<CAPTION>
Boston Harbor Electric Boston Energy Eliminating
Edison Co. Energy Co. Technology Group Entries Consolidated
---------- --------------- ---------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Operating revenues $1,620,634 $7,869 $ 0 $1,628,503
Operating expenses:
Operations and maintenance 457,457 739 0 458,196
Restructuring costs 34,000 0 0 34,000
Fuel and purchased power 535,806 0 0 535,806
Taxes - property and other 105,177 1,184 0 106,361
Income taxes 67,571 705 0 68,276
Depreciation and amortization 151,591 1,748 0 153,339
Demand side management programs 45,125 0 0 45,125
---------- ------ -------- ----------
Total operating expenses 1,396,727 4,376 0 1,401,103
---------- ------ -------- ----------
Operating income 223,907 3,493 0 227,400
Other income (expense), net (126) 356 (805) (575)
---------- ------ -------- ----------
Operating and other income 223,781 3,849 (805) 226,825
Interest charges:
Long-term debt 103,882 2,758 0 106,640
Short-term debt 12,642 0 0 12,642
Allowance for borrowed funds
used during construction (4,767) 0 0 (4,767)
---------- ------ -------- ----------
Total interest charges 111,757 2,758 0 114,515
---------- ------ -------- ----------
Net income (loss) 112,024 1,091 (805) 112,310
Preferred dividends provided 15,571 0 0 15,571
---------- ------ -------- ------ ----------
Balance available for common
stock $ 96,453 $1,091 $ (805) $ 0 $ 96,739
========== ====== ======== ====== ==========
Common shares outstanding
(weighted average) 46,592
Earnings per share of common
stock $2.08
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Retained Earnings:
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Balance at beginning of year $ 244,462 $4,736 $(1,789) $ 0 $ 247,409
Net income (loss) 112,024 1,091 (805) 0 112,310
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Subtotal 356,486 5,827 (2,594) 0 359,719
Cash dividends declared:
Preferred stock 15,571 0 0 15,571
Common stock 86,399 2,500 0 (2,500) 86,399
---------- ------ -------- ------ ----------
Subtotal 101,970 2,500 0 (2,500) 101,970
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Balance at end of year $ 254,516 $3,327 $(2,594) $2,500 $ 257,749
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</TABLE>
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<TABLE>
BOSTON EDISON COMPANY
Consolidating Balance Sheet
For the year ended December 31, 1995
(in thousands)
<CAPTION>
Boston Eliminating
Boston Harbor Energy Entries
Edison Electric Technology ----------------
Co. Energy Co. Group Total Dr. Cr. Consolidated
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<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Plant investment $4,274,225 $40,381 $ 816 $4,315,422 $4,315,422
Construction work in progress 29,426 147 0 29,573 29,573
Accumulated depreciation (1,433,422) (6,280) (294) (1,439,996) (1,439,996)
---------- ------- ------- ---------- ----------
Net plant 2,870,229 34,248 522 2,904,999 2,904,999
---------- ------- ------- ---------- ----------
Nuclear fuel, net 50,643 0 0 50,643 50,643
Investment in Harbor Electric
Energy Co. 2,101 0 0 2,101 $ 2,101 0
Investment in Boston Energy
Technology Group 10,654 0 0 10,654 10,654 0
Investments in electric
companies 23,620 0 0 23,620 23,620
Due from affiliates 733 0 13 746 $ 13 759 0
Nuclear decommissioning trust 102,894 0 0 102,894 102,894
Current assets:
Cash and cash equivalents 1,588 2,390 1,863 5,841 5,841
Accounts receivable 215,339 643 3,132 219,114 219,114
Accrued unbilled revenues 37,113 0 0 37,113 37,113
Fuel, materials and
supplies 59,234 0 397 59,631 59,631
Prepaid expenses and other 22,879 95 633 23,607 23,607
---------- ------- ------- ---------- ----------
Total current assets 336,153 3,128 6,025 345,306 345,306
---------- ------- ------- ---------- ----------
Deferred debits:
Regulatory assets 156,774 0 0 156,774 156,774
Intangible asset - pension 27,386 0 0 27,386 27,386
Other 27,381 1 4,845 32,227 32,227
---------- ------- ------- ---------- ------- ------- ----------
Total assets $3,608,568 $37,377 $11,405 $3,657,350 $ 13 $13,514 $3,643,849
========== ======= ======= ========== ======= ======= ==========
CAPITALIZATION AND LIABILITIES
Common stock equity $ 988,705 $ 5,428 $ 8,060 $1,002,193 $12,755 $ 989,438
Cumulative preferred stock 215,000 0 0 215,000 215,000
Long-term debt 1,130,000 30,223 0 1,160,223 1,160,223
---------- ------- ------- ---------- ------- ----------
Total capitalization 2,333,705 35,651 8,060 2,377,416 12,755 2,364,661
---------- ------- ------- ---------- ------- ----------
Current liabilities:
Due to affiliates 0 746 0 746 746 0
Notes payable 125,500 0 941 126,441 126,441
Accounts payable 130,455 0 3,019 133,474 133,474
Pension benefits 32,602 0 0 32,602 32,602
Long-term debt/preferred
stock due within one year 102,000 667 0 102,667 102,667
Other 154,133 1,770 3 155,906 155,906
---------- ------- ------- ---------- ------- ----------
Total current liabilities 544,690 3,183 3,963 551,836 746 551,090
---------- ------- ------- ---------- ------- ----------
Deferred credits:
Accumulated deferred
income taxes 497,869 (239) (348) 497,282 497,282
Accumulated deferred
investment tax credits 62,970 0 0 62,970 62,970
Power contracts 21,396 0 0 21,396 21,396
Nuclear decommissioning
reserve 113,288 0 0 113,288 113,288
Other 34,650 (1,218) (270) 33,162 33,162
---------- ------- ------- ---------- ------- ------- ----------
Total capitalization and
liabilities $3,608,568 $37,377 $11,405 $3,657,350 $13,501 $ 0 $3,643,849
========== ======= ======= ========== ======= ======= ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> $3,643,849
<TOTAL-OPERATING-REVENUES> $1,628,503
<NET-INCOME> $112,310
</TABLE>
