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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 three wholly-owned subsidiaries, TravElectric Services Corp.,
Boston Edison Services, Inc., and Coneco, Inc., and two majority-owned
subsidiaries, REZ-TEK International Corp. and Northwind Boston L.L.C.
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
------------------------------
Within Massachusetts, the properties of the Company used for the
generation of electric energy as of December 31, 1996, 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 (Connecticut Yankee)
which operates a nuclear generating unit with a net capability of 587,000
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kW located in Haddam, Connecticut. On December 4, 1996, the board of
directors of Connecticut Yankee unanimously voted to retire the unit.
Prior to the closing of Connecticut Yankee, the Company was entitled to
receive 9.5% of its output, which was 55,765 kW. The Company's generating
capability outside Massachusetts as of December 31, 1996 is 37,300 kW.
Including the power contract with Wyman Unit #4, the Company's total
generating capability is 2,757,774 kW, of which 98.6% is intrastate and
1.4% is located outside Massachusetts.
Properties Used for Transmission
--------------------------------
The Company's transmission system as of December 31, 1996, 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 the Company's 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
--------------------------------
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, 1996, 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, 1996, the Company:
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(a) - (c) Sold at retail (including unbilled kWh) 13,049,578,000 kWh of
electric energy all 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 3,868,477,000 kWh of electric energy mostly to
customers located inside Massachusetts of which 19% was sold
to the New England Power Exchange (NEPEX) headquartered in
Massachusetts; 32% was sold to municipal electric systems and
public authorities located within Massachusetts; 31% was sold
to public utility companies headquartered in Massachusetts;
and 14% was sold to United Illuminating and Northeast Utilities
(headquartered in Connecticut), and 4% was sold to other
utilities outside Massachusetts. 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 4% of the Company's total
sales (both wholesale and retail) of 16,918,055,000 kWh.
(d) Purchased 7,522,926,000 kWh of electric energy. 24% was
purchased from outside Massachusetts and includes 263,170,000
kWh of electric energy pursuant to the Company's stock
ownership interest in and associated power purchase agreement
with Connecticut Yankee. 41% was purchased from public
authorities and non-utility generators located in
Massachusetts. The remaining purchases consisted of 25% from
NEPEX and 10% from Canal Electric Company, Vitol Gas and
Electric, New England Power Company and Commonwealth Electric,
all of which are located in Massachusetts.
Harbor Electric Energy Company. In the year ended December 31, 1996,
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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, 1996 and a
consolidating balance sheet as of December 31, 1996 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 27, 1997
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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, 1996
(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 $1,657,699 $8,604 $ 0 $1,666,303
Operating expenses:
Operations and maintenance 416,051 1,321 0 417,372
Fuel and purchased power 588,893 0 0 588,893
Taxes - property and other 105,621 1,465 0 107,086
Income taxes 88,043 660 0 88,703
Depreciation and amortization 183,741 1,753 0 185,494
Demand side management programs 30,825 0 0 30,825
---------- ------ -------- ----------
Total operating expenses 1,413,174 5,199 0 1,418,373
---------- ------ -------- ----------
Operating income 244,525 3,405 0 247,930
Other income (expense), net 3,330 298 (2,930) 698
---------- ------ -------- ----------
Operating and other income 247,855 3,703 (2,930) 248,628
Interest charges:
Long-term debt 92,156 2,667 0 94,823
Short-term debt 14,538 13 0 14,551
Allowance for borrowed funds
used during construction (2,292) 0 0 (2,292)
---------- ------ -------- ----------
Total interest charges 104,402 2,680 0 107,082
---------- ------ -------- ----------
Net income (loss) 143,453 1,023 (2,930) 141,546
Preferred dividends provided 15,365 0 0 15,365
---------- ------ -------- ------ ----------
Balance available for common
stock $ 128,088 $1,023 $(2,930) $ 0 $ 126,181
========== ====== ======== ====== ==========
Common shares outstanding
(weighted average) 48,265
Earnings per share of common
stock $2.61
==========
Retained Earnings:
- -----------------
Balance at beginning of year $ 254,516 $3,327 $(2,594) $2,500 $ 257,749
Net income (loss) 143,453 1,023 (2,930) 0 141,546
---------- ------ -------- ------ ----------
Subtotal 397,969 4,350 (5,524) 2,500 399,295
Cash dividends declared:
Preferred stock 15,365 0 0 15,365
Common stock 90,834 1,600 0 (1,600) 90,834
---------- ------ -------- ------ ----------
Subtotal 106,199 1,600 0 (1,600) 106,199
---------- ------ -------- ------ ----------
Provision for preferred stock
redemptions and issuance costs 905 0 0 0 905
---------- ------ -------- ------ ----------
Balance at end of year $ 290,865 $2,750 $(5,524) $4,100 $ 292,191
========== ====== ======== ====== ==========
</TABLE>
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<TABLE>
BOSTON EDISON COMPANY
Consolidating Balance Sheet
For the year ended December 31, 1996
(in thousands)
<CAPTION>
Boston Eliminating
Boston Harbor Energy Entries
Edison Electric Technology ----------------
Co. Energy Co. Group Total Dr. Cr. Consolidated
---------- ---------- ---------- ----------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Plant investment $4,352,560 $40,346 $ 679 $4,393,585 $4,393,585
Construction work in progress 30,011 365 0 30,376 30,376
Accumulated depreciation (1,541,983) (8,033) (301) (1,550,317) (1,550,317)
---------- ------- ------- ---------- ----------
Net plant 2,840,588 32,678 378 2,873,644 2,873,644
---------- ------- ------- ---------- ----------
Nuclear fuel, net 82,944 0 0 82,944 82,944
Investment in Harbor Electric
Energy Co. 2,101 0 0 2,101 $ 2,101 0
Investment in Boston Energy
Technology Group 2,729 0 0 2,729 2,729 0
Investments in electric
companies 23,054 0 0 23,054 23,054
Due from affiliates 9,102 0 14 9,116 $ 14 9,130 0
Nuclear decommissioning trust 132,076 0 0 132,076 132,076
Current assets:
Cash and cash equivalents 4,714 336 601 5,651 5,651
Accounts receivable 228,591 1,219 3,214 233,024 233,024
Accrued unbilled revenues 34,922 0 0 34,922 34,922
Fuel, materials and
supplies 55,441 0 1,634 57,075 57,075
Prepaid expenses and other 44,997 87 62 45,146 45,146
---------- ------- ------- ---------- ----------
Total current assets 368,665 1,642 5,511 375,818 375,818
---------- ------- ------- ---------- ----------
Deferred debits:
Regulatory assets 202,026 0 0 202,026 202,026
Intangible asset - pension 7,615 0 0 7,615 7,615
Other 27,972 2 4,140 32,114 32,114
---------- ------- ------- ---------- ------- ------- ----------
Total assets $3,698,872 $34,322 $10,043 $3,743,237 $ 14 $13,960 $3,729,291
========== ======= ======= ========== ======= ======= ==========
CAPITALIZATION AND LIABILITIES
Common stock equity $1,039,198 $ 4,851 $(2,795) $1,041,254 $ 4,830 $1,036,424
Cumulative preferred stock 201,419 0 0 201,419 201,419
Long-term debt 1,030,000 28,644 0 1,058,644 1,058,644
---------- ------- ------- ---------- ------- ----------
Total capitalization 2,270,617 33,495 (2,795) 2,301,317 4,830 2,296,487
---------- ------- ------- ---------- ------- ----------
Current liabilities:
Due to affiliates 0 268 8,848 9,116 9,116 0
Notes payable 200,323 0 1,131 201,454 201,454
Accounts payable 131,305 0 2,778 134,083 134,083
Long-term debt/preferred
stock due within one year 102,000 667 0 102,667 102,667
Other 163,871 1,427 235 165,533 165,533
---------- ------- ------- ---------- ------- ----------
Total current liabilities 597,499 2,362 12,992 612,853 9,116 603,737
---------- ------- ------- ---------- ------- ----------
Deferred credits:
Accumulated deferred
income taxes 499,494 (428) (348) 498,718 498,718
Accumulated deferred
investment tax credits 58,899 0 0 58,899 58,899
Power contracts 88,963 0 0 88,963 88,963
Nuclear decommissioning
reserve 133,388 0 0 133,388 133,388
Other 50,012 (1,107) 194 49,099 49,099
---------- ------- ------- ---------- ------- ------- ----------
Total capitalization and
liabilities $3,698,872 $34,322 $10,043 $3,743,237 $13,946 $ 0 $3,729,291
========== ======= ======= ========== ======= ======= ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> $3,729,291
<TOTAL-OPERATING-REVENUES> $1,666,303
<NET-INCOME> $141,546
</TABLE>
