<PAGE>
File No. 30-33
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-5-S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1994
Filed pursuant to the
Public Utility Holding Company Act of 1935 by
LOGO NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, Massachusetts 01582
<PAGE>
<TABLE>
Item 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1994 (1)
<CAPTION>
Value Per
Books of
Percent of Issuer and
Number of Voting Power Carrying
Name of Company Common Shares (100% unless Value
(and abbreviation used herein) Owned Specified) to Owner
- ------------------------------ ------------- ------------ ---------
(000's)
<S> <C> <C> <C>
New England Electric System
(Voluntary Association) (NEES) None
Granite State Electric Company
(Granite) 60,400 $ 17,745
Massachusetts Electric
Company (Mass Electric) 2,398,111 384,141
Nantucket Cable Electric
Company, Inc. (Nantucket) (2) - None
The Narragansett Electric
Company (Narragansett) 1,132,487 208,181
Narragansett Energy Resources
Company (NERC) 25 550
Unsecured Debt - 33,115
New England Electric Resources,
Inc. (NEERI) 1,000 (640)
Unsecured Debt - 1,474
New England Hydro-Transmission
Electric Company, Inc. (NEHTEC) 2,017,352 53.97 33,973
New England Hydro-Transmission
Corporation (NEHTC) 11,600 53.97 22,057
New England Electric Transmission
Corporation (NEET) 165 4,321
New England Energy
Incorporated (NEEI) (3) 2,500 (21,469)
Unsecured debt - 18,298
New England Power Service Company
(NEPSCO) 3 1,508
New England Power Company (NEP) 6,449,896 98.85 876,399
----------
$1,579,653
==========
New England Hydro Finance Company
(NEHFC) (4) 504 53.97 $ 5
NERC
Ocean State Power (5) - 35.69 $ 21,164
Ocean State Power II (5) - 35.69 $ 16,711
NEP
Connecticut Yankee Atomic
Power Company 52,500 15 $ 15,075
Maine Yankee Atomic
Power Company 100,000 20 $ 13,736
Vermont Yankee Nuclear Power
Corporation 80,002 20 $ 10,571
Yankee Atomic Electric
Company 46,020 30 $ 6,967
New England Wholesale Electric Company (6)*
<FN>
- --------------------
*Inactive.
</TABLE>
<PAGE>
(1) Attached as Exhibit E.2. hereto is a schedule showing investments
during the year ended December 31, 1994 in the NEES Money Pool,
through which certain System companies lend to or borrow from other
System companies (Commission File Nos. 70-8043, 70-8261, and 70-
8453).
(2) Nantucket was established April 7, 1994 under the laws of the
Commonwealth of Massachusetts to design, permit, construct, operate,
and maintain an undersea cable between Harwich and Nantucket Island
in Massachusetts. Nantucket is not yet capitalized.
(3) Samedan/NEEI Exploration Company is a partnership engaged in oil and
gas exploration and development. NEEI owns a 50% interest in the
partnership and had invested $715,142,142 in the partnership as of
December 31, 1994.
(4) NEHFC has two shareholders, NEHTEC and NEHTC, which each have a 50%
interest. The tabulation shown above reflects NEES' indirect
ownership in NEHFC.
(5) Both Ocean State Power and Ocean State Power II are general
partnerships; NERC owns a 20% equity interest in each.
(6) Incorporated in 1972; not yet capitalized.
Item 2. ACQUISITION OR SALES OF UTILITY ASSETS
(None to be reported.)
Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
(None to be reported.)
<PAGE>
<TABLE>
Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<CAPTION> Calendar Year 1994
------------------
Name of Company
Acquiring,
Redeeming Number of Shares
or Retiring or Principal Amount Commission
Securities ------------------------ Authorization
(Issuer unless Redeemed or (Release No.
Name of Issuer otherwise noted) Acquired Retired (1)Consideration or Other)
-------------- ---------------- -------- ----------------------------------------
<S> <C> <C> <C> <C> <C>
GRANITE
Unsecured Note $ 1,400,000 $ 1,400,000 23595 & 24272
NEHFC
Secured Notes $ 11,520,000 $ 11,520,000 25304
NEEI
Sub. Promissory Note NEES $ 1,890,815 $ 1,890,815 (A)
Sub. Promissory Note $ 11,000,000 $ 11,000,000 (A)
NEET
Common Stock 15 shares$ 395,950 24162
Secured Note $ 4,624,000 $ 4,624,000 24162
NEERI
Sub. Promissory Note NEES $ 1,209,000 $ 1,209,000 25621, 26017
& 26057
<FN>
- --------------------
(1)Securities were extinguished.
(A)SEC Release No 24847 and Rule 45(b)(3).
</TABLE>
<PAGE>
<TABLE>
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
As of December 31, 1994.
<CAPTION> Number of
Shares or General
Principal Percent Nature Carrying
Amount Voting of Issuer'sValue
Name of Owner Name of Issuer Security Owned Owned Power Business to Owner
- ------------- -------------- -------------- --------- ------- ----------------------
(in thous.)
<S> <C> <C> <C> <C> <C> <C>
NEES UNITIL CorporationCapital Stock 34,400 shs. 0.8 Public $303
no par value Utility
Three Two business Stocks $ 74
Subsidiaries development
(A) corporations
<FN>
- --------------------
(A)Mass. Electric, Narragansett, and NEP.
</TABLE>
<PAGE>
<TABLE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1994.
(Note A)
<CAPTION> Mass
NEES Granite Elec NARRANEEI NEERI NEET NEP NEPSCONEHTC NEHTEC NERC NEHFC
---- ------- ---- --------- ----- ---- --- ----------- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Andrew H. Aitken VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John Amoroso
245 S. Main Street, Hopedale, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Lawrence E. Bailey VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Thomas J. Bascetta
RR 2, Box 44, Plainfield Rd.,
W. Lebanon, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Urville J. Beaumont
8 Samoset Dr., Salem, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Francis X. Beirne
4145 Quaker Lane,
No. Kingstown, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Joan T. Bok D ChB D D D D D D D D f D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Marilyn R. Campbell
79 Brady Avenue, Salem, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Stephen A. Cardi
400 Lincoln Ave., Warwick, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
John G. Cochrane T T T VP s T T T T
- ---------------------------------------------------------------------------------------------------------------------------------
Eric P. Cody VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Sally L. Collins
23 Ridgewood Terrace,
Northampton, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Dan C. Delurey
601 Pennsylvania Ave., N.W.,
Suite 620-N, Washington, DC VP s
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1994 (continued).
(Note A)
Mass
NEES Granite Elec NARRANEEI NEERI NEET NEP NEPSCONEHTC NEHTEC NERC NEHFC
---- ------- ---- --------- ----- ---- --- ----------- ------ ---- -----
John H. Dickson D P s
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey A. Donahue VP VP s VP VP
- ---------------------------------------------------------------------------------------------------------------------------------
Richard W. Frost
280 Melrose Street,
Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Frances H. Gammell
200 Providence Street,
W. Warwick, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Peter H. Gibson VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Don F. Goodwin VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Frederic E. Greenman Sr-VP S D D D D VP D VP sD D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Gregory A. Hale
P.O. Box 60040,
Florence Station,
Northampton, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
George W. Harris
Ledge Road, Pelham, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Nicholas D. N. Harvey, Jr.
41 S. Park Street, Hanover, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
David L. Holt E-VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Housen
120 E. Main Street
Erving, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Alfred D. Houston E-VP VP T D P D D D D P s D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Michael E. Jesanis T T T T s
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1994 (continued).
(Note A)
Mass
NEES Granite Elec NARRANEEI NEERI NEET NEP NEPSCONEHTC NEHTEC NERC NEHFC
---- ------- ---- --------- ----- ---- --- ----------- ------ ---- -----
Paul L. Joskow
7 Chilton Street, Brookline, MAD f
- ---------------------------------------------------------------------------------------------------------------------------------
David C. Kennedy VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Joseph J. Kirby
23 Broad Street, Westerly, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
John M. Kucharski
45 William Street, Wellesley, MAD f
- ---------------------------------------------------------------------------------------------------------------------------------
Edward H. Ladd
125 Claybrook Rd., Dover, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Cheryl A. LaFleur VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John L. Levett D P s
- ---------------------------------------------------------------------------------------------------------------------------------
James V. Mahoney
280 Melrose St.,
Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John F. Malley VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Paul R. Marshall
1101 Turnpike St.,
No. Andover, MA S s S S
- ---------------------------------------------------------------------------------------------------------------------------------
Robert L. McCabe
280 Melrose Street,
Providence, RI D P s
- ---------------------------------------------------------------------------------------------------------------------------------
Kathryn A. McCarthy
1580 Massachusetts Avenue,
Apt. 5D, Cambridge, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Joshua A. McClure
P.O. Box 1119, Westerly, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1994 (continued).
(Note A)
Mass
NEES Granite Elec NARRANEEI NEERI NEET NEP NEPSCONEHTC NEHTEC NERC NEHFC
---- ------- ---- --------- ----- ---- --- ----------- ------ ---- -----
Howard W. McDowell D T Co Co Co Co Co s Co Co Co Co
- ---------------------------------------------------------------------------------------------------------------------------------
Patricia McGovern
400 Atlantic Avenue
Boston, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Malcolm McLane
One Eagle Sq., Concord, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Robert H. McLaren VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Felix A. Mirando, Jr.
315 S. Lake Drive
Palm Beach, FL D f
- ---------------------------------------------------------------------------------------------------------------------------------
Howard R. Mortenson
P.O. Box 885 Charlestown, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Charles H. Moser VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Richard Nadeau
280 Melrose Street
Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John W. Newsham VP D E-VP D D s P D
- ---------------------------------------------------------------------------------------------------------------------------------
Chester O. Paradise VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Lydia M. Pastuszek
1101 Turnpike St.,
No. Andover, MA P D s VP
- ---------------------------------------------------------------------------------------------------------------------------------
Anthony C. Pini VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Kirk L. Ramsauer C s C C
- ---------------------------------------------------------------------------------------------------------------------------------
John F. Reilly
1 Merrimack Plaza, Lowell, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1994 (continued).
(Note A)
Mass
NEES Granite Elec NARRANEEI NEERI NEET NEP NEPSCONEHTC NEHTEC NERC NEHFC
---- ------- ---- --------- ----- ---- --- ----------- ------ ---- -----
Lawrence J. Reilly VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Thomas G. Robinson S s
- ---------------------------------------------------------------------------------------------------------------------------------
John W. Rowe P D D D Ch D D D Ch D Ch D sD D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Michael Ryan
280 Melrose Street
Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
George M. Sage
P.O. Box 9527, Providence, RID f
- ---------------------------------------------------------------------------------------------------------------------------------
Nancy H. Sala
939 Southbridge St.,
Worcester, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Richard P. Sergel VP Ch D Ch D Ch D D D s
- ---------------------------------------------------------------------------------------------------------------------------------
Richard M. Shribman
101 Washington Street,
Salem, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Dennis E. Snay
170 Medford St., Malden, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Soule
18 Chestnut Street,
Worcester, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey D. Tranen VP VP D D P D P D D s P D P D D P D
- ---------------------------------------------------------------------------------------------------------------------------------
William E. Trueheart
Box 49, Bryant College,
Smithfield, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Arnold H. Turner VP VP s VP VP VP
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey W. VanSant VP VP s
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1994 (continued).
(Note A)
Mass
NEES Granite Elec NARRANEEI NEERI NEET NEP NEPSCONEHTC NEHTEC NERC NEHFC
---- ------- ---- --------- ----- ---- --- ----------- ------ ---- -----
William Watkins, Jr.
280 Melrose Street,
Providence, RI E-VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Roslyn M. Watson
25 Braddock Park, Boston, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Anne Wexler
1317 F Street, N.W.,
Washington, DC D f
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Wilson, Jr.
49 Madison Ave.,
No. Kingston, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
James Q. Wilson
32910 Camino de Buena Ventura,
Malibu, CA D f
- ---------------------------------------------------------------------------------------------------------------------------------
James R. Winoker
222 Richmond Street
Providence, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Robert King Wulff C C S C s S
- ---------------------------------------------------------------------------------------------------------------------------------
Geraldine M. Zipser C s
- ---------------------------------------------------------------------------------------------------------------------------------
Key: Ch-Chairman; ChB-Chairman of the Board; VCh-Vice Chairman; D-Director; P-President; E-VP-Executive Vice President;
Sr-VP-Senior Vice President; VP-F-Vice President--Finance; VP-Vice President; T-Treasurer; Co-Controller; C-Clerk;
S-Secretary; s-Salary; f-Fee.
<FN>
Note A:Address is 25 Research Drive, Westborough, Massachusetts 01582 unless otherwise indicated.
</TABLE>
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part II. Financial Connections as of December 31, 1994.
Position
Name and Held in
Name of Location of Financial Applicable
Officer or Financial InstitutionExemption
Director Institution (a) Rule
---------- ----------- ---------------------
George W. Harris Pelham Bank & Trust Co., D d
Pelham, NH
Joseph J. Kirby The Washington Trust Co., P, D d
Westerly, RI
The Washington Trust Bancorp,
Inc., Westerly, RI P d
John M. Kucharski State Street Boston Corp., D b
Boston, MA
Robert L. McCabe Citizen Savings Bank, D d,g
Providence, RI
John F. Reilly Family Bank, D d
Haverhill, MA
John W. Rowe First National Bank of Boston,D b,d,e,f,g
Boston, MA
Bank of Boston Corporation, D b,d,e,f,g
Boston, MA
Richard M. Shribman Eastern Bank Corporation, T d
Lynn, MA
Eastern Bank, D d
Lynn, MA
William E. TrueheartFleet National Bank, D d
Providence, RI
Fleet Bank, N.A., D e
Hartford, CT
Fleet Bank of Massachusetts,D e
N.A., Boston, MA
William Watkins, Jr.Rhode Island Hospital Trust D g
National Bank,
Providence, RI
Roslyn M. Watson The Dreyfus Laurel Funds, T e
New York, NY
American Express Centurion D e
Bank, Wilmington, DE
- --------------------
a - D-Director; P-President; T-Trustee
b - Rule 70(a)
c - Rule 70(b)
d - Rule 70(c)
e - Rule 70(d)
f - Rule 70(e)
g - Rule 70(f)
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part III.
Disclosures made in proxy statements and annual reports on Form 10-K,
filed in 1995, follow:
NEES Summary Compensation Table
-------------------------------
Long-Term
Compen-
Annual Compensation (b) sation
----------------------- ---------
Other
Annual Restricted
Name and Compensa- Share All Other
Principal Salary Bonus tion Awards Compensa-
Position (a)Year ($) ($)(c) ($)(d) ($)(e) tion ($)(f)
- ---------------- ------ ------ --------- ---------- -----------
John W. Rowe1994 501,156 284,540 9,517 160,974 4,526 (g)
President 1993 433,908 268,323 5,548 129,873 5,711
and Chief 1992 433,908 162,728 5,451 132,804 5,503
Executive
Officer
Alfred D. 1994 244,860 132,370 5,501 62,040 4,027 (h)
Houston 1993 212,904 152,939 3,522 44,465 5,082
Executive 1992 212,904 82,816 3,494 44,607 5,029
Vice
President
Frederic E. 1994 219,288 139,475 5,671 53,427 4,238 (i)
Greenman 1993 212,904 129,239 3,670 39,276 5,355
Senior Vice 1992 203,112 76,624 3,599 41,103 5,028
President
and
Secretary
Jeffrey D. 1994 187,356 98,357 5,049 45,804 3,466 (j)
Tranen 1993 175,330 122,896 3,260 35,906 3,906
Vice 1992 157,890 68,316 2,684 31,007 3,818
President
John W. 1994 182,484 107,432 5,629 38,544 4,293 (k)
Newsham 1993 173,520 120,494 3,116 29,808 4,283
Vice 1992 163,170 67,063 2,657 29,952 3,932
President
____________________
(a) Officers of NEES also hold various positions with subsidiary companies.
Compensation for these positions is included in this table.
(b) Includes deferred compensation in category and year earned.
<PAGE>
(c) The bonus figure represents cash bonuses under an incentive compensation
plan, special bonuses, the goals program award, and the variable portion
of the incentive thrift plan match by NEES. See description under Plan
Summaries.
(d) Includes amounts reimbursed by NEES for the payment of taxes.
(e) Prior to the awards made for 1994, shares were awarded that became
unrestricted after five years. Those shares receive the same dividends
as the other common shares of NEES. The awards made for 1994 were in the
form of deferred incentive shares, which have been deferred for receipt
for at least five years or, in some cases, until the later of five years
or termination of employment. At the end of the deferred period, the
award may be paid out in shares or 50% in shares and 50% in cash. As
cash dividends are declared, the number of deferred incentive shares will
be increased as if the dividends were reinvested in shares. See also
Payments Upon a Change in Control below. As of December 31, 1994, the
following executive officers held the amount of restricted shares with
the value indicated: Mr. Rowe 15,236 shares, $489,457 value; Mr. Houston
4,425 shares, $142,153 value; Mr. Greenman 4,257 shares, $136,756 value;
Mr. Tranen 3,121 shares, $100,262 value; and Mr. Newsham 2,888 shares,
$92,777 value. The value was calculated by multiplying the closing
market price on December 30, 1994, by the number of shares.
(f) Includes NEES contributions to life insurance and the incentive thrift
plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by NEES.
(g) For Mr. Rowe, the type and amount of compensation in 1994 is as follows:
$3,000 for contributions to the thrift plan and $1,526 for life
insurance.
(h) For Mr. Houston, the type and amount of compensation in 1994 is as
follows: $3,000 for contributions to the thrift plan and $1,027 for life
insurance.
(i) For Mr. Greenman, the type and amount of compensation in 1994 is as
follows: $3,000 for contributions to the thrift plan and $1,238 for life
insurance.
(j) For Mr. Tranen, the type and amount of compensation in 1994 is as
follows: $3,000 for contributions to the thrift plan and $466 for life
insurance.
(k) For Mr. Newsham, the type and amount of compensation in 1994 is as
follows: $3,000 for contributions to the thrift plan and $1,293 for life
insurance.
<PAGE>
NEP Summary Compensation Table
------------------------------
Long-Term
Compensa-
Annual Compensation (b) tion
-----------------------------------
Other
Annual Restricted All Other
Name and Compensa- Share Compensa-
Principal Salary Bonus tion Awards tion
Position (a)Year ($) ($)(c) ($)(d) ($)(e) ($)(f)
- ---------------- ------- ------ --------- ---------- ---------
John W. Rowe1994 211,598 119,716 4,018 67,966 1,911 (g)
Chairman 1993 181,269 112,095 2,318 54,256 2,386
1992 184,532 69,205 2,318 56,479 2,340
Jeffrey D. 1994 187,356 98,357 5,049 45,804 3,466 (h)
Tranen 1993 159,936 112,105 2,974 32,753 3,563
President 1992 120,843 52,286 2,307 23,732 2,670
John W. 1994 134,518 79,087 4,149 28,413 3,165 (i)
Newsham 1993 112,460 78,093 2,020 19,319 2,776
Executive 1992 105,602 43,402 1,718 19,385 2,545
Vice
President
Frederic E. 1994 140,070 89,090 3,622 34,126 2,707 (j)
Greenman 1993 123,648 75,058 2,131 22,811 3,110
Vice 1992 133,223 50,258 2,361 26,960 3,298
President
Lawrence E. 1994 140,471 66,510 116 27,484 3,952 (k)
Bailey 1993 135,123 61,283 101 21,286 3,790
Vice 1992 129,711 47,737 101 20,985 2,594
President
____________________
(a) Certain officers of NEP are also officers of NEES and various other
System companies.
(b) Includes deferred compensation in category and year earned.
(c) The bonus figure represents cash bonuses under an incentive compensation
plan, special bonuses, the goals program award, and the variable portion
of the incentive thrift plan match by NEP. See description under Plan
Summaries.
(d) Includes amounts reimbursed by NEP for the payment of taxes.
(e) Prior to the awards made for 1994, shares were awarded that became
unrestricted after five years. Those shares receive the same dividends
as the other common shares of NEES. The awards made for 1994 were in the
form of deferred incentive shares, which have been deferred for receipt
for at least five years or, in some cases, until the later of five years
or termination of employment. At the end of the deferred period, the
award may be paid out in shares of 50% in shares and 50% in cash. As
cash dividends are declared, the number of deferred incentive shares will
be increased as if the dividends were reinvested in shares. See also
<PAGE>
Payments Upon a Change in Control, below. As of December 31, 1994, the
following executive officers held the amount of restricted shares with
the value indicated: Mr. Rowe 15,236 shares, $489,457 value; Mr. Tranen
3,121 shares, $100,262 value; Mr. Newsham 2,888 shares, $92,777 value;
Mr. Greenman 4,257 shares, $136,756 value; and Mr. Bailey 1,931 shares,
$62,033 value. These amounts do not include the restricted share awards
for 1994 which were not determined until February 1995. The value was
calculated by multiplying the closing market price on December 31, 1994
by the number of shares.
(f) Includes NEP contributions to life insurance and the incentive thrift
plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by NEP.
(g) For Mr. Rowe, the amount and type of compensation in 1994 is as follows:
$1,267 for contributions to the thrift plan and $644 for life insurance.
(h) For Mr. Tranen, the amount and type of compensation in 1994 is as
follows: $3,000 for contributions to the thrift plan and $466 for life
insurance.
(i) For Mr. Newsham, the amount and type of compensation in 1994 is as
follows: $2,212 for contributions to the thrift plan and $953 for life
insurance.
(j) For Mr. Greenman, the amount and type of compensation in 1994 is as
follows: $1,916 for contributions to the thrift plan and $791 for life
insurance.
(k) For Mr. Bailey, the amount and type of compensation in 1994 is as
follows: $2,809 for contributions to the thrift plan and $1,143 for life
insurance.
<PAGE>
Mass. Electric Summary Compensation Table
-----------------------------------------
Long-Term
Compensa-
Annual Compensation (b) tion
-----------------------------------
Other
Annual Restricted All Other
Name and Compensa- Share Compensa-
Principal Salary Bonus tion Awards tion
Position (a)Year ($) ($)(c) ($)(d) ($)(e) ($)(f)
- ---------------- ------- ------ --------- ---------- ---------
Richard P. 1994 113,021 63,550 3,307 29,731 2,228 (h)
Sergel (g) 1993 93,628 71,187 1,657 20,713 2,036
Chairman
John H. 1994 161,604 82,956 5,105 34,617 3,536 (i)
Dickson 1993 156,900 116,399 3,005 28,103 3,623
President 1992 150,469 61,561 3,087 27,801 3,442
David L. 1994 95,122 55,347 102 22,973 2,552 (j)
Holt (g) 1993 60,782 39,166 51 11,476 1,352
Executive
Vice
President
Anthony C. 1994 105,884 43,465 116 17,688 2,454 (k)
Pini (g) 1993 71,457 27,761 81 7,996 1,653
Vice
President
Nancy H. 1994 107,621 39,318 116 16,129 2,493 (l)
Sala 1993 102,860 43,386 103 13,370 2,378
Vice 1992 96,785 20,508 103 8,326 1,936
President
____________________
(a) Certain officers of Mass. Electric are also officers of NEES and various
other System companies.
(b) Includes deferred compensation in category and year earned.
(c) The bonus figure represents cash bonuses under an incentive compensation
plan, special bonuses, the goals program award, and the variable portion
of the incentive thrift plan match by Mass. Electric. See description
under Plan Summaries.
(d) Includes amounts reimbursed by Mass. Electric for the payment of taxes.
(e) Prior to the awards made for 1994, shares were awarded that became
unrestricted after five years. Those shares receive the same dividends
as the other common shares of NEES. The awards made for 1994 were in the
form of deferred incentive shares, which have been deferred for receipt
for at least five years or, in some cases, until the later of five years
or termination of employment. At the end of the deferred period, the
award may be paid out in shares of 50% in shares and 50% in cash. As
cash dividends are declared, the number of deferred incentive shares will
be increased as if the dividends were reinvested in shares. See also
<PAGE>
Payments Upon a Change in Control, below. As of December 31, 1994, the
following executive officers held the amount of restricted shares with
the value indicated: Mr. Sergel 2,941 shares, $94,480 value; Mr. Dickson
2,932 shares, $94,191 value; Mr. Holt 2,123 shares, $68,201 value; Mr.
Pini 1,402 shares, $45,039 value; and Ms. Sala 713 shares, $22,905 value.
These amounts do not include the restricted share awards for 1994 which
were not determined until February 1995. The value was calculated by
multiplying the closing market price on December 31, 1994 by the number
of shares.
(f) Includes Mass. Electric contributions to life insurance and the incentive
thrift plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by Mass.
Electric.
(g) Mr. Sergel, Mr. Holt, and Mr. Pini were elected as officers of Mass.
Electric in 1993. Compensation data is provided for the years in which
they have served as officers.
(h) For Mr. Sergel, the type and amount of compensation in 1994 is as
follows: $2,011 for contributions to the thrift plan and $217 for life
insurance.
(i) For Mr. Dickson, the type and amount of compensation in 1994 is as
follows: $3,000 for contributions to the thrift plan and $536 for life
insurance.
(j) For Mr. Holt, the type and amount of compensation in 1994 is as follows:
$1,902 for contributions to the thrift plan and $650 for life insurance.
(k) For Mr. Pini, the type and amount of compensation in 1994 is as follows:
$2,118 for contributions to the thrift plan and $336 for life insurance.
(l) For Ms. Sala, the type and amount of compensation in 1994 is as follows:
$2,152 for contributions to the thrift plan and $341 for life insurance.
<PAGE>
Narragansett Summary Compensation Table
---------------------------------------
Long-Term
Compensa-
Annual Compensation (b) tion
-----------------------------------
Other
Annual Restricted All Other
Name and Compensa- Share Compensa-
Principal Salary Bonus tion Awards tion
Position (a)Year ($) ($)(c) ($)(d) ($)(e) ($)(f)
- ---------------- ------- ------ --------- ---------- ---------
Richard P. 1994 50,319 28,293 1,472 13,237 992 (h)
Sergel (g) 1993 48,207 36,653 854 10,665 1,048
Chairman
Robert L. 1994 140,785 68,784 4,457 28,576 4,256 (i)
McCabe 1993 139,632 98,654 2,408 22,617 3,771
President 1992 134,536 54,109 2,041 25,076 2,603
William 1994 124,428 62,799 115 26,136 6,186 (j)
Watkins, 1993 118,501 39,403 101 13,370 5,847
Jr. 1992 65,586 17,315 66 7,350 1,312
Executive
Vice
President
James V. 1994 124,428 71,567 115 23,463 2,950 (k)
Mahoney (g) 1993 58,426 21,563 50 8,957 1,252
Vice
President
Richard W. 1994 99,300 34,269 115 13,629 2,706 (l)
Frost (g) 1993 96,408 28,667 103 11,211 2,628
Vice
President
____________________
(a) Certain officers of Narragansett are also officers of NEES and various
other System companies.
(b) Includes deferred compensation in category and year earned.
(c) The bonus figure represents cash bonuses under an incentive compensation
plan, special bonuses, the goals program award, and the variable portion
of the incentive thrift plan match by Narragansett. See description
under Plan Summaries.
(d) Includes amounts reimbursed by Narragansett for the payment of taxes.
(e) Prior to the awards made for 1994, shares were awarded that became
unrestricted after five years. Those shares receive the same dividends
as the other common shares of NEES. The awards made for 1994 were in the
form of deferred incentive shares, which have been deferred for receipt
for at least five years or, in some cases, until the later of five years
or termination of employment. At the end of the deferred period, the
award may be paid out in shares of 50% in shares and 50% in cash. As
cash dividends are declared, the number of deferred incentive shares will
be increased as if the dividends were reinvested in shares. See also
<PAGE>
Payments Upon a Change in Control, below. As of December 31, 1994, the
following executive officers held the amount of restricted shares with
the value indicated: Mr. Sergel 2,941 shares, $94,480 value; Mr. McCabe
2,753 shares, $88,440 value; Mr. Watkins 1,307 shares, $41,987 value; Mr.
Mahoney 2,107 shares, $67,687 value; and Mr. Frost 1,238 shares, $39,771
value. These amounts do not include the restricted share awards for 1994
which were not determined until February 1995. The value was calculated
by multiplying the closing market price on December 31, 1994 by the
number of shares.
(f) Includes Narragansett contributions to life insurance and the incentive
thrift plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by
Narragansett.
(g) Messrs. Sergel, Mahoney, and Frost, were elected as officers of
Narragansett in 1993. Compensation data is provided for the years in
which they have served as officers.
(h) For Mr. Sergel, the type and amount of compensation in 1994 is as
follows: $895 for contributions to the thrift plan and $97 for life
insurance.
(i) For Mr. McCabe, the type and amount of compensation in 1994 is as
follows: $2,613 for contributions to the thrift plan and $1,643 for life
insurance.
(j) For Mr. Watkins, the type and amount of compensation in 1994 is as
follows: $2,488 for contributions to the thrift plan and $3,698 for life
insurance.
(k) For Mr. Mahoney, the type and amount of compensation in 1994 is as
follows: $2,247 for contributions to the thrift plan and $703 for life
insurance.
(l) For Mr. Frost, the type and amount of compensation in 1994 is as follows:
$1,986 for contributions to the thrift plan and $720 for life insurance.
<PAGE>
Security Ownership
------------------
The following table lists the holdings of NEES common shares as of
March 9, 1995 by NEES, NEP, Mass. Electric, and Narragansett directors, the
executive officers named in the Summary Compensation Tables, and all directors
and executive officers, as a group.
Shares Deferred
Beneficially Incentive
Name Owned (a) Shares (b)
---- ------------ ----------
Joan T. Bok 26,053
Frederic E. Greenman 11,284 1,619
Alfred D. Houston 11,653 1,880
Paul L. Joskow 1,941
John M. Kucharski 2,000
Edward H. Ladd 4,506
Joshua A. McClure 1,268
John W. Newsham 11,084 1,168
John W. Rowe 19,598 4,878
George M. Sage 1,900
Charles E. Soule 618
Jeffrey D. Tranen 7,053 1,388
Anne Wexler 1,404
James Q. Wilson 2,113
James R. Winoker 1,000
Urville J. Beaumont 163 (c)
Sally L. Collins 165
John H. Dickson 8,831 1,049
David L. Holt 5,703 789
Charles B. Housen 208
Patricia McGovern 51
Anthony C. Pini 7,395 536
John F. Reilly 165
Nancy H. Sala 6,258 (d) 489
Richard P. Sergel 7,322 1,344
Richard M. Shribman 165
Roslyn M. Watson 265
Stephen A. Cardi 164
Richard W. Frost 5,029 413
Frances H. Gammell 165
Joseph J. Kirby 165
James V. Mahoney 3,560 711
Robert L. McCabe 8,341 994
William E. Trueheart 165
William Watkins, Jr. 4,853 792
John A. Wilson, Jr. 558
Lawrence E. Bailey 4,761 833
All directors and
executive officers,
as a group (54 persons) 236,111 (e) 25,679 (e)
- --------------------
(a) Number of shares beneficially owned includes: (i) shares directly owned
by certain relatives with whom directors or officers share voting or
investment power; (ii) shares held of record individually by a director
or officer or jointly with others or held in the name of a bank, broker,
or nominee for such individual's account; (iii) shares in which certain
directors or officers maintain exclusive or shared investment or voting
power whether or not the securities are held for their benefit; and (iv)
with respect to the executive officers, allocated shares in the Incentive
Thrift Plan described below.
<PAGE>
(b) Deferred incentive shares represent the award of shares under the
Incentive Share Plan, described below, which have been deferred for
receipt until March 15, 2000, or, in some cases, the later of March 15,
2000 or termination of employment. At the end of the deferred period,
the award may be paid out in shares or 50% in shares and 50% in cash.
While deferred, the shares do not have voting rights or other rights
associated with ownership. The rights of the executives to payment are
those of general, unsecured creditors. As cash dividends are declared,
the number of deferred incentive shares will be increased as if the
dividends were reinvested in shares.
(c) Mr. Beaumont disclaims a beneficial ownership interest in 100 of these
shares held under an irrevocable trust.
(d) Ms. Sala disclaims a beneficial ownership interest in 232 shares held
under the Uniform Gift to Minors Act.
(e) Total amount is less than 1% of the total number of shares of NEES
outstanding.
Listed below is the only person or group known to the System as of
March 9, 1995 to beneficially own 5% or more of NEES common shares. However,
T. Rowe Price Trust Company disclaims beneficial ownership of all such shares.
The quantity of shares listed below is as of December 31, 1994.
Amount and Nature
Name and Address of of Beneficial Percent of Common
Beneficial Owner Ownership Shares
------------------- ----------------- -----------------
T. Rowe Price Trust 5,215,252 shares 8.0 %
Company as trustee for
100 East Pratt StreetCompany employee
Baltimore, MD 21202 benefit plans,
including those
discussed herein.
Contracts and Transactions with System Companies
------------------------------------------------
During 1994, Mr. Joskow did consulting work for NEES or subsidiaries of
NEES under a separate consulting contract for which he was paid $30,000.
These consulting services were not related to his duties as a Board member.
NEES and its subsidiaries retain from time to time National Economic Research
Associates, Inc. (NERA). During 1994, subsidiaries of NEES paid NERA
approximately $61,500 to prepare testimony and reports on regulatory matters.
Mr. Joskow is a special consultant to NERA.
Mrs. Bok serves as a consultant to NEES. Under the terms of her contract,
she receives an annual retainer of $100,000. Mrs. Bok also serves as a
director for each of NEES' subsidiaries. She has agreed to waive the normal
fees and annual retainers otherwise payable for services by non-employees on
these boards and receives in lieu thereof a single annual stipend of $60,000.
The construction company of Mr. Stephen A. Cardi, a director of
Narragansett, was paid $335,000 in 1994 pursuant to two contracts with New
England Power Company for construction work at its Brayton Point Station. The
contract amounts totalled $600,000 and $1,000,000, respectively.
Plan Summaries
--------------
A brief description of the various plans through which compensation and
benefits are provided to the named executive officers is presented below to
<PAGE>
better enable shareholders to understand the information presented in the
tables shown earlier. The general provisions of the incentive compensation
plans are described in the NEES Compensation Committee Report on Executive
Compensation. The amounts of compensation and benefits provided to the named
executive officers under the plans described below (and charged to the System
Companies listed in the above tables) are presented in the Summary
Compensation Tables.
Goals Program
- -------------
The goals program covers all employees who have completed one year of
service with any NEES subsidiary. Goals are established annually. For 1994,
these goals related to earnings per share, customer costs, safety,
absenteeism, conservation, generating station availability, transmission
reliability, environmental and OSHA compliance, and customer favorability
attitudes. Some goals apply to all employees, while others apply to
particular functional groups. Depending upon the number of goals met, and
provided the minimum earnings goal is met, employees may earn a cash bonus of
1% to 4-1/2% of their compensation.
Incentive Thrift Plan
- ---------------------
The incentive thrift plan (a 401(k) program) provides for a match of one-
half of up to the first 5% of base compensation contributed to the System's
incentive thrift plan (shown under All Other Compensation in the Summary
Compensation Tables) and, based on an incentive formula tied to earnings per
share, may fully match the first 5% of base compensation contributed (the
additional amount, if any, is shown under Bonus in the Summary Compensation
Tables). Under Federal law, contributions to these plans are limited. In
1994, the salary reduction amount was limited to $9,240.
Life Insurance
- --------------
NEES has established for certain senior executives life insurance plans
funded by individual policies. The combined death benefit under these
insurance plans is three times the participant's annual salary.
After termination of employment, participants in one of the insurance
plans may elect, commencing at age 55 or later, to receive an annuity income
equal to 40% of annual salary. In that event, the life insurance is reduced
over fifteen years to an amount equal to the participant's final annual
salary. Due to changes in the tax law, this plan was closed to new
participants, and an alternative was established with only a life insurance
benefit. The individuals listed in the NEP summary compensation table are in
one or the other of these plans. These plans are structured so that, over
time, the System should recover the cost of the insurance premiums. Mass.
Electric and Narragansett each have two executive officers eligible to
participate in one or the other of these plans.
Financial Counseling
- --------------------
NEP, Mass. Electric, and Narragansett pay for personal financial
counseling for senior executives. As required by the IRS, a portion of the
amount paid is reported as taxable income for the executive. Financial
counseling is also offered to other employees through a limited number of
seminars conducted at various locations each year.
<PAGE>
Other
- -----
The System does not have any share option plans.
Retirement Plans
- ----------------
The following chart shows estimated annual benefits payable to executive
officers under the qualified pension plan and the supplemental retirement
plan, assuming retirement at age 65 in 1995.
Pension Table
-------------
Five-Year
Average 15 20 25 30 35 40
Compensa- Years Years Years Years Years Years
tion Service Service Service Service Service Service
- --------- ------- ------- ------- ------- ------- -------
$300,000 87,900 115,200 141,800 168,400 185,200 194,200
$400,000118,000 154,600 190,300 226,000 248,600 260,600
$500,000148,000 194,000 238,800 283,600 312,100 327,100
$600,000178,100 233,400 287,300 341,200 375,500 393,500
$700,000208,100 272,800 335,800 398,800 439,000 460,000
$800,000238,200 312,400 384,500 456,600 502,800 526,800
$900,000268,200 351,600 432,800 514,000 565,900 592,900
$1,000,000298,300 391,000 481,300 571,600 629,300 659,300
$1,100,000328,300 430,400 529,800 629,200 692,800 725,800
For purposes of the retirement plans, Messrs. Rowe, Houston, Greenman,
Tranen, and Newsham, currently have 17, 32, 30, 25, and 44 credited years of
service, respectively. Mr. Sergel, Mr. Dickson, Mr. Holt, Mr. Pini, and Ms.
Sala currently have 16, 21, 23, 16, and 25 credited years of service,
respectively. Messrs. McCabe, Watkins, Mahoney, and Frost currently have 26,
22, 11, and 32 credited years of service, respectively. Mr. Bailey currently
has 26 credited years of service.
Benefits under the pension plans are computed using formulae based on
percentages of highest average compensation computed over five consecutive
years. The compensation covered by the pension plan includes salary, bonus,
and restricted share awards. The benefits listed in the pension table are not
subject to deduction for Social Security and are shown without any joint and
survivor benefits.
The Pension Table above does not include annuity payments to be received
in lieu of life insurance for Messrs. Rowe, Houston, and Greenman. The
policies are described below under Plan Summaries.
In the year in which Mr. Newsham retires, he will receive a one-time
supplemental cash payment. The amount of the payment would be $120,000 if he
were to retire in 1995, and would be reduced by $30,000 per year thereafter.
Under the Retirement Supplement Plan, participants receive a limited cost
of living (consumer price index) adjustment to their pension benefits. There
are no active employees currently in the plan.
The System contributes the full amount toward post-retirement health
benefits for senior executives.
<PAGE>
Payments Upon a Change of Control
- ---------------------------------
NEES has approved agreements with certain of its executives, including
Messrs. Greenman, Houston, Newsham, Rowe, Sergel, and Tranen, which provide
severance benefits in the event of certain terminations of employment
following a Change in Control of NEES (as defined below). If, following a
Change in Control, the executive's employment is terminated other than for
cause (as defined) or if the executive terminates employment for good reason
(as defined), NEES will pay to the executive a lump sum cash payment equal to
three times (two times for some executives) the sum of the executive's most
recent annual base compensation and the average of his or her bonus amounts
for the prior three years. If Mr. Rowe receives payments under his severance
agreement that would subject him to any federal excise tax due under section
280G of the Internal Revenue Code, he will receive a cash "gross-up" payment
so he would be in the same net after-tax position he would have been in had
such excise tax not been applied. In addition, NEES will provide disability
and health benefits to the executive for two to three years, provide such
post-retirement health and welfare benefits as the executive would have earned
within such two to three years, and grant two or three additional years of
pension credit. Mr. Rowe would become eligible for benefits under the
Retirement Supplement Plan described above.
Change in Control, including potential change of control, occurs (1) when
any person becomes the beneficial owner of 20% of the voting securities of
NEES, (2) when the prior members of the Board of NEES no longer constitute a
2/3 majority of the Board, or (3) NEES enters into an agreement that could
result in a Change in Control.
The terms of the agreements are for three years with automatic annual
extensions, unless terminated by NEES.
The System's bonus plans, including the Incentive Thrift Plan, and the
Goals Program, are being amended to provide for payments equal to the average
of the bonuses for the three prior years in the event of a Change of Control.
This payment would be made in lieu of the regular bonuses for the year in
which the Change in Control occurs. The System's Retirees Health and Life
Insurance Plan I has provisions preventing changes in benefits adverse to the
participants for three years following a Change in Control. The Incentive
Share Plan and the related Incentive Share Deferral Agreements provide that,
upon the occurrence of a change in control (defined more narrowly than in
other plans), restrictions on all shares and account balances would cease.
New England Electric System Compensation
Committee Report on Executive Compensation
- ------------------------------------------
The System's total compensation package is designed to attract and retain
an array of superior managers who can successfully lead the System as the
industry becomes increasingly competitive and whose experience is not
necessarily limited to our System or industry. This package consists of Base
Salary, Incentive Compensation (performance based, at risk compensation), and
Benefits. The Committee periodically reviews each component of the System's
executive compensation program to ensure that pay levels and incentive
opportunities are competitive and that incentive opportunities are linked to
System performance. The System's general compensation philosophy is that the
Base Salary ranges should be competitive. A significant portion of
management compensation should be tied to achievement of corporate goals in
order to maintain a sharp focus on performance and to consistently align the
interest of management and the System's shareholders and customers. An ever
higher percentage of total compensation should be at risk as one moves upward
through management. The critical feature of the System's executive
compensation program is that a system has been employed in which the amount of
such compensation is driven by the System's performance relative to that of
other utilities. The compensation of Mr. Rowe, the Chief Executive Officer,
<PAGE>
is based on the same considerations and structure as that of the other
executive officers. (Since the compensation for each of the System's
executive officers is still below the $1 million threshold at which tax
deductions are limited under the recent revisions to the Internal Revenue
Code, the Committee has not had to address issues related thereto but
continues to monitor them.)
The NEES Board of Directors votes the compensation of Mr. Rowe, acting
upon recommendations of the NEES Compensation Committee. The Compensation
Committee is described on page 28. The Board of Directors unanimously
accepted each of the recommendations made by the Compensation Committee in
1994. The Compensation Committee votes the compensation of all other System
executive officers. Although System management may be present during
Committee discussions of officers' compensation, Committee decisions with
respect to the compensation of Mr. Rowe are reached in private session without
the presence of any member of System management.
At several meetings during the year, the Committee discussed the change in
the nature and structure of the electric utility industry. Like most
companies operating in an environment where merger and acquisition activity
may take place, the Committee wished to encourage and enforce the continued
attention of senior management to their assigned duties without distraction in
the face of the possibility of a change in control or merger. Therefore, the
Compensation Committee recommended adoption of severance arrangements
(described on page 25) for the System's officers. The Board of Directors
unanimously accepted this recommendation.
Base Salary
- -----------
Base Salary levels are established after consideration of the appropriate
market to determine the average salary for a position. Extensive salary
survey analyses are compiled annually and presented to the Committee for
review. Salary ranges are then defined on the basis of those market surveys.
These surveys may include some of the same companies included in incentive
compensation plan comparisons or in the corporate performance chart.
In February 1994, the Compensation Committee reviewed executive
compensation surveys for public utilities and industry in general prepared by
an industry group and by benefit consultants. The Committee also discussed
the increased scope of Mr. Rowe's position following the retirement of Joan T.
Bok as an employee. The Committee also considered the System's superior
returns on equity, coupled with low rates, and the focus on asset quality and
cost control. The Committee recommended a base 1994 salary for Mr. Rowe of
$512,000.
In November 1994, the Committee reviewed multiple surveys prepared by
various consulting organizations and industry groups. The Committee compared
Mr. Rowe's salary with that paid for positions in similarly sized utilities
and non-manufacturing companies. The Committee noted the System's performance
under Mr. Rowe's leadership compared to the objective, key financial goals,
such as return on equity, used for several years to judge System corporate
performance. The Committee recommended the base salary for Mr. Rowe be set at
$537,600 for 1995.
Over several meetings in 1994, the Committee considered the nature of the
System's compensation program and its ability to properly reward individuals
in the increasingly competitive world that electric utilities are entering.
At the November meeting, the Committee considered data from multiple national
and regional executive compensation surveys on expected structure movement in
1995. The Committee determined to adopt a 3% general increase in the
executive compensation structure, and to collapse the existing 14-grade system
for executive compensation to a five-level system. This will provide greater
discretion than in the past within each of the salary levels, enabling the
Committee to more closely recognize individual responsibilities and
<PAGE>
achievement. This change also eliminated an existing mid-point restriction in
the incentive compensation plans.
The Committee then reviewed the performance of each individual in the
compensation group below Mr. Rowe, the relative position of these individuals
compared to the market surveys discussed above, and the Committee's subjective
analysis of the performance of those individuals. The Committee adopted
salary recommendations and, after considering the particular services of
Messrs. Greenman and Newsham, voted special bonuses for those individuals.
These bonuses are reflected in the Summary Compensation Table, but were not
used in calculating the incentive share awards described below.
Performance Based Incentive Compensation
- ----------------------------------------
Performance Based Incentive Compensation (at risk compensation or bonus)
is designed to deliver rewards above base salary, if the System and the
individual executives perform well.
The incentive components of the compensation plans are based on formulae
with difficult threshold targets. Under the formulae in the incentive
compensation plans, in order for any plan bonuses to be awarded, the System
must achieve a return on equity that places the System in the top 50% of the
approximately 90 electric utilities listed in the Duff & Phelps Utility Group
(the National Grouping) or in the top 50% of the New England/New York regional
utilities (the Regional Grouping). The NEES Board of Directors, in response
to extraordinary events, may enhance or curtail the actual return on equity
used to determine whether the System met the targets. They did not do so for
1994. In February 1995, the Committee voted the bonuses under these plans.
For the maximum incentive to be awarded, the System must achieve a return
on equity in the top 25% of both the National and Regional Groupings and the
System's cost per kilowatthour must be the lowest or next to lowest of a
selected New England electric utility group. In 1994, if only one of the
return on equity targets had been met, Mr. Rowe would have received a bonus
(cash and incentive shares as described below) of 19.2% of base pay. Since
the maximum targets were achieved, his formula bonus (cash and shares) was 80%
of base pay.
No bonus awards are made if minimum return on equity targets are not met
or if earnings after bonuses are not sufficient to cover dividends, even if
the return on equity targets are met.
Mr. Rowe's bonus under the plan is directly related to achievement of the
above described corporate targets. The incentive compensation plan bonuses of
the other executives are additionally dependent upon the achievement of
individual goals.
Based upon information available at the time of determining bonus amounts,
in 1994 the System placed in the 76th and the 75th percentiles in return on
shareholder equity of the National and Regional Groupings, respectively. The
System placed next to the lowest in the Regional Grouping with respect to
customer cost per kilowatthour in 1994.
The cash portions of the incentive compensation formulae are driven by
annual measurements of the shareholder return on equity and customer cost of
electricity. As mentioned above, the NEES Board has the discretion to base
bonuses on an adjusted shareholder return on equity. The NEES Board made no
such adjustment for 1994. In order to provide a long-term component which is
reflective of the shareholder total return, the participants in the incentive
compensation plans are awarded common shares of the System under an incentive
share plan, approved by the shareholders in 1990. The shares are restricted
against sale for five years, except in the event of death, disability, or
hardship. Shares are only awarded against incentive compensation plan cash
awards generated by the formulae. No discretion is exercised by the Committee
<PAGE>
in the awarding of these restricted shares. An individual's award of shares
under the incentive share plan is a fixed percentage of her or his cash award
for that year from the incentive compensation plan in which she or he
participates. For Mr. Rowe, the percentage was 60% for 1994. If no cash
award is made, no shares are distributed. Further, total awards of shares in
any calendar year cannot exceed one-half of one percent (0.5%) of the number
of outstanding shares at the end of the previous calendar year. (The
incentive shares awarded for 1994 were 0.08% of the number of outstanding
shares.) For 1994 awards, participants were given the option of deferring
receipt of the shares, and dividends thereon, for five years, or until the
later of five years or termination of employment. The deferred share account
will be distributable in either shares or a 50/50 combination of shares and
cash. The account may also be made available in the event of death,
disability, or hardship. The Committee voted to approve the bonuses upon
which the share awards are based on February 27, 1995.
Benefits
- --------
The executive benefits are designed both to provide a competitive package
and to retain System flexibility in staffing management to meet changing
conditions. See Plan Summaries and Retirement Plans, above.
New England Electric System Compensation Committee
John M. Kucharski
George M. Sage
Felix A. Mirando, Jr.
James R. Winoker
NEES Board Structure and Compensation
- -------------------------------------
NEES has an Executive Committee, an Audit Committee, a Compensation
Committee, and a Corporate Responsibility Committee. The Executive Committee
acts as a nominating committee. The committee memberships listed below are as
of January 1, 1995.
The members of the Executive Committee are Mrs. Bok, Mr. Ladd, Mr. Rowe,
Mr. Sage, and Ms. Wexler. Mrs. Bok serves as the Chairman of this Committee.
During the intervals between meetings of the Board of Directors, the Executive
Committee has all the powers of the Board that may be delegated. This
Committee also considers written recommendations from shareholders for
nominees to the Board.
The members of the Audit Committee are Messrs. Joskow, McLane, Soule, and
Winoker. Mr. Joskow serves as the Chairman of this Committee. The Audit
Committee reviews with the independent public accountants the scope of their
audit and management's financial stewardship for the current and prior years.
This Committee also selects and recommends, subject to the Board of Directors'
approval, the independent public accountants to be engaged for the coming
year.
The members of the Compensation Committee are Messrs. Kucharski, Mirando,
Sage, and Winoker. Mr. Sage serves as the Chairman of this Committee. The
Compensation Committee is responsible for executive compensation, including
the administration of certain of NEES' incentive compensation plans.
The members of the Corporate Responsibility Committee are Mrs. Bok,
Mr. McClure, Mr. Rowe, Ms. Wexler, and Mr. Wilson. Mr. Wilson serves as the
Chairman of this Committee. The Corporate Responsibility Committee is
responsible for reviewing compliance with laws and regulations, offering
guidance in considering public policy issues, and helping to assure ethical
conduct.
<PAGE>
The Chairman of the Executive Committee receives an annual retainer of
$7,000. Other members of the Executive Committee, except Mr. Rowe, receive an
annual retainer of $5,000. The Chairmen of the Audit, Compensation, and
Corporate Responsibility Committees each receive an annual retainer of $6,000.
Other members of these Committees, except Mr. Rowe, receive annual retainers
of $4,000. All directors participating in a Committee meeting, except
Mr. Rowe, receive a meeting fee of $850 plus expenses.
Members of the Board of Directors, except Mr. Rowe, receive annually a
retainer of $14,000 and 200 common shares of NEES, and a meeting fee of $850
plus expenses.
NEES permits directors to defer all or a portion of any retainers and
meeting fees under a deferred compensation plan. Under the plan, at
retirement directors may elect to receive lump sum payments of all amounts
deferred with interest, or either lifetime annuities or ten year annuities,
depending upon the specific deferral arrangement. A special account is
maintained on NEES' books showing the amounts deferred and the interest
accrued thereon. This plan also provides certain death and disability
benefits. Group life insurance of $72,000 is provided to each member of the
Board of Directors. Director contributions to qualified charities are matched
by NEES under a matching gift program.
Pursuant to a director retirement plan, non-employee directors who have
served on the Board of NEES for 5 years or more will receive a retirement
benefit upon the later of the director's retirement from the Board or age 60.
The benefit level is 100% of the annual retainer for directors who served on
the Board for 10 or more years and 75% of the annual retainer for directors
who served between 5 and 10 years. There are no death benefits under the
plan.
The Board of Directors held 8 meetings in 1994. The Executive, Audit,
Compensation, and Corporate Responsibility Committees held 1, 3, 5, and 2
meeting(s), respectively, in 1994. With the exception of Messrs. Kucharski,
McLane, and Soule, all directors attended at least 75% of the aggregate number
of meetings of the Board of Directors and the committees of which they were
members.
Mass. Electric, Narragansett, and NEP Directors' Compensation
- -------------------------------------------------------------
Members of the Mass. Electric and Narragansett Boards of Directors, except
Dickson, McCabe, Rowe, and Sergel receive a quarterly retainer of $1,250, a
meeting fee of $600 plus expenses, and 50 NEES common shares each year. Since
all members of the NEP Board are employees of NEES System companies, no fees
are paid for service on the Board except as noted on page 22 for Mrs. Bok.
Mass. Electric and Narragansett permit directors to defer all or a portion
of their retainers and meeting fees. Special accounts are maintained on Mass.
Electric's and Narragansett's books showing the amounts deferred and the
interest accrued thereon.
Item 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) None. Payments are made to certain employees and other persons, who
may act in the capacities enumerated in Item 7 for services rendered or
materials purchased, but such payments are not contributions.
<PAGE>
(2) Year Ended December 31, 1994.
Accounts Charged,
if any, per Books
Purpose of Disbursing
Name of Recipient or Beneficiary (A) Company Amount
- -------------------------------------- ----------------- ------
Name of Company
---------------
Mass. Electric
--------------
Massachusetts Electric & Gas Association 930.24 &$ 70,087.00
426.40
Nashua River Watershed 930.24 &$ 344.00
426.10
Connecticut River Watershed Council 930.24 $ 200.00
Joyce & Joyce (B) 426.40 $ 6,250.00
Committee Against Graduated Income Tax 426.40 $ 5,000.00
Edison Electric Institute 426.40 $ 4,564.00
Massachusetts Taxpayers Foundation 426.10 $ 8,682.00
The Alliance to Save Energy 426.10 $ 5,500.00
New England Legal Foundation 426.10 $ 5,400.00
National Conference of Christians & Jews 426.10 $ 4,650.00
NAACP Legal Defense Fund 426.10 $ 1,250.00
The Northeast Corridor Initiative Inc. 426.10 $ 1,000.00
NEP
---
Gallagher Callahan and Gartrell (B) 426.40 $ 35,158.00
Massachusetts Taxpayers Foundation Inc. 426.40 $ 8,682.00
Committee Against Graduated Income Tax 426.40 $ 5,000.00
Joyce & Joyce (B) 426.40 $ 5,000.00
Edison Electric Institute 426.40 $ 1,992.00
Massachusetts Electric & Gas Association 426.40 $ 48.00
American Enterprise Institute 426.10 $ 54,000.00
Connecticut River Water Program 426.10 $ 20,000.00
Resources for the Future 426.10 $ 10,000.00
The Alliance to Save Energy 426.10 $ 2,500.00
Save the Bay 426.10 $ 2,500.00
New England Legal Foundation 426.10 $ 2,400.00
The Northeast Corridor Initiative Inc. 426.10 $ 2,000.00
NAACP Legal Defense Fund 426.10 $ 750.00
Narragansett
------------
John G. Coffey, Esq. (B) 426.40 $ 40,000.00
Winsor Association Co. (B) 426.40 $ 26,000.00
Edison Electric Institute 426.40 $ 1,578.00
Save the Bay 426.10 $ 27,315.00
R.I. Public Expenditure Council 426.10 $ 11,674.00
National Conference of Christians & Jews 426.10 $ 2,000.00
New England Legal Foundation 426.10 $ 2,000.00
The Northeast Corridor Initiative Inc. 426.10 $ 2,000.00
The Alliance to Save Energy 426.10 $ 1,800.00
NAACP Legal Defense Fund 426.10 $ 500.00
Granite State
-------------
Gallagher Callahan and Gartrell (B) 426.40 $ 5,025.00
Edison Electric Institute 426.40 $ 166.00
The Alliance to Save Energy 426.10 $ 200.00
New England Legal Foundation 426.10 $ 200.00
<PAGE>
NEES
----
Committee to Defend First Amendment Rights 426.40 $100,000.00
Paul, Hastings, Janofsky & Walker (B) 426.40 $ 48,503.39
Swidler & Berlin (B) 426.40 $ 22,392.68
Committee Against the Graduated Income Tax 426.40 $ 15,000.00
Coalition to Oppose Forced Fees 426.40 $ 5,000.00
- --------------------
(A)All such payments, unless otherwise noted, were subscriptions, dues,
and/or contributions.
(B)Payments for legislative services.
Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
Serving Receiving Compensation
Transaction Company Company (1994)
- ----------- ------- --------- ------------
Fuel Purchase Contract (1) NEEI NEP $90,411,206
Phase I Terminal Facility
Support Agreement (2) NEET NEP $ 2,336,846
Phase II Massachusetts TransmissionNEHTEC NEP $ 8,103,102
Facilities Support Agreement (3)
Phase II New Hampshire TransmissionNEHTC NEP $ 6,497,602
Facilities Support Agreement (4)
- --------------------
(1) Contract dated 7/26/79 as amended was in effect at 12/31/94.
(2) Agreement dated 12/1/81 as amended was in effect at 12/31/94.
(3) Agreement dated 6/1/85 as amended was in effect at 12/31/94.
(4) Agreement dated 6/1/85 as amended was in effect at 12/31/94.
Part II.
See Item 6, Part III.
Part III.
None.
Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None.
Item 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
- --------------------
NEES Consolidating Financial Statements (Supplement A-1) and Financial
Statements and Supporting Schedules of NEES and NEES subsidiaries consolidated
contained in the NEES 1994 Form 10-K (Supplement A-2).
<PAGE>
Exhibits
- --------
Unless otherwise indicated, the exhibits listed below are incorporated by
reference to the appropriate exhibit numbers and the commission file numbers
indicated in parenthesis.
A. Annual Reports:
1. Connecticut Yankee Atomic Power Company 1994 Annual Report to
Shareholders (Exhibit A.2.1. to Northeast Utilities' Form U-5-S, File
No. 30-246).
2. Maine Yankee Atomic Power Company 1994 Annual Report (filed
herewith).
3. Massachusetts Electric Company, Form 10-K for the year ended
December 31, 1994 (File No. 0-5464).
4. The Narragansett Electric Company, Form 10-K for the year ended
December 31, 1994 (File No. 0-898).
5. New England Electric System, Form 10-K for the year ended
December 31, 1994 (File No. 1-3446).
6. New England Power Company, Form 10-K for the year ended December 31,
1994 (File No. 0-1229).
7. Vermont Yankee Nuclear Power Corporation 1994 Annual Report to
Stockholders (filed herewith).
8. Yankee Atomic Electric Company 1994 Annual Report to Stockholders
(filed herewith).
B. Corporate Documents:
1. Granite State Electric Company:
a. Articles of Organization (Exhibit B-1a to NEES 1983 Form U-5-S).
b. By-laws (Exhibit B-1b to NEES 1983 Form U-5-S).
2. Massachusetts Electric Company:
a. Articles of Organization (Exhibit B-2a to NEES 1983 Form U-5-S);
Articles of Amendment dated March 5, 1993, August 11, 1993,
September 20, 1993, and November 15, 1993 (Exhibit 3(a) to 1993
Form 10-K, File No. 0-5464).
b. By-laws (Exhibit 3(b) to 1993 Form 10-K, File No. 0-5464).
3. The Narragansett Electric Company:
a. Charter (Exhibit B-3a to NEES 1983 Form U-5-S); Amendment to
Charter dated June 9, 1988 (Exhibit B-3.a. to NEES 1988
Form U-5-S).
b. By-laws (Exhibit 3 to 1980 Form 10-K, File No. 0-898).
c. Stockholders Votes re Preference Provisions as amended dated
March 23, 1993 (Exhibit 4(c) to NEES 1993 Form 10-K, File No.
1-3446).
4. Narragansett Energy Resources Company:
a. Articles of Incorporation (Exhibit B-4a to NEES 1987 Form
U-5-S).
b. By-laws (Exhibit B-4b to NEES 1987 Form U-5-S).
<PAGE>
5. New England Electric Resources, Inc.:
a. Articles of Organization (Exhibit B-5a to NEES 1993 Form U-5-S).
b. By-Laws (Exhibit B-5b to NEES 1993 Form U-5-S).
6. New England Electric System:
a. Agreement and Declaration of Trust (Exhibit 3 to NEES 1994 Form
10-K, File No. 1-3446).
7. New England Electric Transmission Corporation:
a. Restated Articles of Incorporation (Exhibit B-6a to NEES 1983
Form U-5-S).
b. By-laws (Exhibit B-6b to NEES 1983 Form U-5-S).
8. New England Energy Incorporated:
a. Articles of Organization (Exhibit B-7a to NEES 1983 Form U-5-S);
Articles of Amendment dated April 8, 1988 (Exhibit B.8.a. to
NEES 1988 Form U-5-S).
b. By-laws (Exhibit B.8.b. to NEES 1988 Form U-5-S).
9. New England Hydro Finance Company, Inc.
a. Articles of Organization (Exhibit B.9.a. to NEES 1988 Form
U-5-S).
b. By-laws (Exhibit B.9.b. to NEES 1988 Form U-5-S).
10. New England Hydro-Transmission Corporation
a. Articles of Incorporation (Exhibit B-8a to NEES 1986 Form
U-5-S); Articles of Amendment dated January 18, 1989 (Exhibit
B.10.a. to NEES 1988 Form U-5-S).
b. By-laws (Exhibit B.10.b. to NEES 1988 Form U-5-S).
11. New England Hydro-Transmission Electric Company
a. Restated Articles of Organization dated January 13, 1989
(Exhibit B.11.a. to NEES 1988 Form U-5-S).
b. By-laws (Exhibit B.11.b. to NEES 1988 Form U-5-S).
12. New England Power Company:
a. Articles of Organization (Exhibit B-8a to NEES 1983 Form U-5-S);
Articles of Amendment dated June 25, 1987 (Exhibit B.12.a. to
NEES 1988 Form U-5-S).
b. By-laws (Exhibit 3 to 1987 Form 10-K, File No. 0-1229).
13. New England Power Service Company:
a. Articles of Organization (Exhibit B-9a to NEES 1983 Form U-5-S).
b. By-laws (Exhibit B.13.b to NEES 1988 Form 10-K,
File No. 0-1229).
C. Funded Debt:
1. Granite State Electric Company:
Note Agreement with John Hancock dated March 15, 1985 (Exhibit A
to Granite Certificate of Notification, File No. 70-6998).
Note Agreement with Teachers Insurance dated as of February 1,
1987 (Exhibit A to Granite Certificate of Notification, File No.
70-7288).
<PAGE>
Note Agreement with Aid Association for Lutherans dated as of
October 1, 1991 (Exhibit C-1 to NEES 1991 Form U-5-S).
Note Agreement with First Colony Life Insurance Company dated as
of November 1, 1993 (Exhibit C-1 to NEES 1993 Form U-5-S).
2. Massachusetts Electric Company:
First Mortgage Indenture and Deed of Trust, dated as of July 1,
1949, and twenty supplements thereto (Exhibit 7-A, File
No. 1-8019; Exhibit 7-B, File No. 2-8836; Exhibit 4-C, File No.
2-9593; Exhibit 4 to 1980 Form 10-K, File No. 2-8019; Exhibit 4
to 1982 Form 10-K, File No. 0-5464; Exhibit 4 to 1986 Form 10-K,
File No. 0-5464; Exhibit 4(a) to 1988 Form 10-K, File No.
1-3446; Exhibit 4(a) to 1989 Form 10-K, File No. 1-3446; Exhibit
4(a) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993
Form 10-K, File No. 1-3446).
3. The Narragansett Electric Company:
First Mortgage Indenture and Deed of Trust, dated as of
September 1, 1944, and twenty-one supplements thereto (Exhibit
7-1, File No. 2-7042; Exhibit 7-B, File No. 2-7490; Exhibit 4-C,
File No. 2-9423; Exhibit 4-D, File No. 2-10056; Exhibit 4 to
1980 Form 10-K, File No. 0-898; Exhibit 4 to 1982 Form 10-K,
File No. 0-898; Exhibit 4 to 1983 Form 10-K, File No. 0-898;
Exhibit 4 to 1985 Form 10-K, File No. 0-898; Exhibit 4 to 1986
Form 10-K, File No. 0-898; Exhibit 4 to 1987 Form 10-K, File No.
0-898; Exhibit C-3 to NEES 1991 Form U-5-S; Exhibit 4(b) to 1992
Form 10-K, File No. 1-3446; Exhibit 4(b) to 1993 Form 10-K, File
No. 1-3446).
4. New England Electric Transmission Corporation:
Note Agreement with PruCapital Management, Inc. et al. dated as
of September 1, 1986; Mortgage, Deed of Trust and Security
Agreement dated as of September 1, 1986 (Exhibit 10(g) to 1986
Form 10-K, File No. 1-3446).
5. New England Energy Incorporated:
Credit Agreement dated as of April 28, 1989 (Exhibit 10(e)(v) to
NEES 1989 Form 10-K, File No. 1-3446); Amendment dated as of
June 1, 1990 (Exhibit 10(e)(v) to NEES 1990 Form 10-K, File No.
1-3446); Amendment dated as of August 1, 1992 (Exhibit 10(e)(v)
to NEES 1992 Form 10-K, File No. 1-3446).
6. New England Power Company:
a. General and Refunding Mortgage Indenture and Deed of Trust dated
as of January 1, 1977 and nineteen supplements thereto
(Exhibit 4(b) to 1980 Form 10-K, File No. 0-1229; Exhibit 4(b)
to 1982 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1983
Form 10-K, File No. 0-1229; Exhibit 4(b) to 1985 Form 10-K, File
No. 0-1229; Exhibit 4(b) to 1986 Form 10-K, File No. 0-1229;
Exhibit 4(b) to 1988 Form 10-K, File No. 0-1229; Exhibit
4(c)(ii) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(c)(ii)
to 1990 Form 10-K, File No. 1-3446; Exhibit C-6b to NEES 1991
Form U-5-S; Exhibit 4(c)(ii) to NEES 1992 Form 10-K, File No.
1-3446; Exhibit 4(d) to NEES 1993 Form 10-K, File No. 1-3446).
b. Loan Agreement with Massachusetts Industrial Finance Agency
dated as of March 15, 1980 and two supplements thereto
(Exhibit C-8c to NEES 1983 Form U-5-S); Supplements dated as of
October 1, 1992 and September 1, 1993 (Exhibit C-6b to NEES 1993
Form U-5-S).
<PAGE>
c. Loan Agreement with Business Finance Authority of the State of
New Hampshire (formerly the Industrial Development Authority of
the State of New Hampshire) dated as of November 15, 1983
(Exhibit C-8d to NEES 1983 Form U-5-S); First Supplement dated
as of April 1, 1986 (Exhibit C-7d to NEES 1986 Form U-5-S);
Second Supplement dated as of August 1, 1988 (Exhibit C.7.d. to
NEES 1988 Form U-5-S); Third Supplement dated as of February 1,
1989; Fourth Supplement dated as of November 1, 1990 (Exhibit
C-6d to NEES 1990 Form U-5-S); Fifth Supplement dated as of June
15, 1991 (Exhibit C-6d to NEES 1991 Form U-5-S); Sixth
Supplement dated as of January 1, 1993 (Exhibit C-6d to NEES
1992 Form U-5-S); Seventh Supplement dated as of October 1, 1993
and Eighth Supplement dated as of December 1, 1993 (Exhibit C-6c
to NEES 1993 Form U-5-S).
d. Guarantee Agreements with Connecticut Yankee Atomic Power
Company, et al., dated as of November 1, 1981, November 13, 1981
(Exhibit C-8f to NEES 1983 Form U-5-S, and August 1, 1985
(Exhibit 10(c) to NEES 1985 Form 10-K, File No. 1-3446).
e. Loan Agreement with the Connecticut Development Authority dated
as of October 15, 1985 (Exhibit C-8(h) to NEES 1985 Form U-5-S).
D. New England Electric System and Subsidiary Companies, Federal and State
Income Tax Allocation Agreement (filed herewith).
E. 1. New England Electric Transmission Corporation Annual Report (filed
herewith).
2. Schedule showing Money Pool investments for 1994 (filed herewith).
3. NEERI annual report on Modified Form U-13-60 (filed herewith).
4. Ocean State Power Financial Statements as of December 31, 1994 (filed
herewith).
5. Ocean State Power II Financial Statements as of December 31, 1994
(filed herewith).
6. OSP Finance Company Financial Statements as of December 31, 1994
(filed herewith).
7. Financial Statements of the New England Electric System Companies
Incentive Thrift Plan (Thrift Plan) (filed herewith).
8. Financial Statements of the New England Electric System Companies
Incentive Thrift Plan II (Thrift Plan II) (filed herewith).
9. Financial Statements of the Yankee Atomic Electric Company Thrift
Plan (filed herewith).
Note: The New England Electric System Companies Employees' Share
Ownership Plan and NEES Goals Program were combined into the Thrift Plan
and Thrift Plan II. Accordingly, no financial statements are provided for
them.
F. Schedules (filed herewith).
G. Financial Data Schedules (filed herewith).
H. None.
I. None.
<PAGE>
The name "New England Electric System" means the Trustee or Trustees for
the time being (as trustee or trustees but not personally) under an Agreement
and Declaration of Trust dated January 2, 1926, as amended, which is hereby
referred to and a copy of which, as amended, has been filed with the Secretary
of The Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.
SIGNATURE
New England Electric System, a registered holding company, has duly caused
this Annual Report, Form U-5-S, for the year ended December 31, 1994,
Commission's File No. 30-33 to be signed on its behalf, by the undersigned
thereunto duly authorized, pursuant to the requirements of the Public Utility
Holding Company Act of 1935.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By:
Michael E. Jesanis, Treasurer
Date: May 1, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No.Description Page
- ---------------------- ----
Supplement NEES Consolidating Balance Sheet, ConsolidatingFiled under
A-1 Income and Retained Earnings Statements andcover of
Consolidating Statement of Changes in Form SE
Financial Position for the year ended
December 31, 1994
Supplement NEES Form 10-K for the year ended December 31,Filed under
A-2 1994 cover of
Form SE
A.1. Connecticut Yankee Atomic Power Company Incorporated
1994 Annual Report to Shareholders by reference
A.2. Maine Yankee Atomic Power Company Filed under
1994 Annual Report cover of
Form SE
A.3. Massachusetts Electric Company Incorporated
Form 10-K for the year ended December 31, 1994by reference
A.4. The Narragansett Electric Company Incorporated
Form 10-K for the year ended December 31, 1994by reference
A.5. New England Electric System Incorporated
Form 10-K for the year ended December 31, 1994by reference
A.6. New England Power Company Incorporated
Form 10-K for the year ended December 31, 1994by reference
A.7. Vermont Yankee Nuclear Power Corporation Filed under
1994 Annual Report to Stockholders cover of
Form SE
A.8. Yankee Atomic Electric Company Filed under
1994 Annual Report to Stockholders cover of
Form SE
B.1.a. Granite State Electric Company Incorporated
Articles of Organization by reference
B.1.b. Granite State Electric Company Incorporated
By-laws by reference
B.2.a. Massachusetts Electric Company Incorporated
Amendment to Articles of Organization by reference
B.2.b. Massachusetts Electric Company Incorporated
By-laws by reference
B.3.a. The Narragansett Electric Company Incorporated
Amendment to Charter by reference
B.3.b. The Narragansett Electric Company Incorporated
By-laws by reference
B.3.c. The Narragansett Electric Company Incorporated
Stockholders Votes re Preference Provisionsby reference
B.4.a. Narragansett Energy Resources Company Incorporated
Articles of Incorporation by reference
<PAGE>
EXHIBIT INDEX
Exhibit No.Description Page
- ---------------------- ----
B.4.b. Narragansett Energy Resources Company Incorporated
By-laws by reference
B.5.a. New England Electric Resources, Inc. Incorporated
Articles of Organization by reference
B.5.b. New England Electric Resources, Inc. Incorporated
By-laws by reference
B.6.a. New England Electric System Incorporated
Agreement and Declaration of Trust by reference
B.7.a. New England Electric Transmission CorporationIncorporated
Restated Articles of Incorporation by reference
B.7.b. New England Electric Transmission CorporationIncorporated
By-laws by reference
B.8.a. New England Energy Incorporated Incorporated
Amendment to Articles of Organization by reference
B.8.b. New England Energy Incorporated Incorporated
By-laws by reference
B.9.a. New England Hydro Finance Company, Inc. Incorporated
Articles of Organization by reference
B.9.b. New England Hydro Finance Company, Inc. Incorporated
By-Laws by reference
B.10.a. New England Hydro-Transmission CorporationIncorporated
Amendment to Articles of Incorporation by reference
B.10.b. New England Hydro-Transmission CorporationIncorporated
By-laws by reference
B.11.a. New England Hydro-Transmission Electric CompanyIncorporated
Restated Articles of Organization by reference
B.11.b. New England Hydro-Transmission Electric CompanyIncorporated
By-laws by reference
B.12.a. New England Power Company Incorporated
Amendment to Articles of Organization by reference
B.12.b. New England Power Company Incorporated
By-laws by reference
B.13.a. New England Power Service Company Incorporated
Articles of Organization by reference
B.13.b. New England Power Service Company Incorporated
By-laws by reference
C.1. Granite State Electric Company Incorporated
Note Agreement with John Hancock by reference
Granite State Electric Company Incorporated
Note Agreement with Teachers Insurance by reference
<PAGE>
EXHIBIT INDEX
Exhibit No.Description Page
- ---------------------- ----
Granite State Electric Company Incorporated
Note Agreement with Aid Association for by reference
Lutherans
Granite State Electric Company Incorporated
Note Agreement with First Colony Life by reference
Insurance Company
C.2. Massachusetts Electric Company Incorporated
First Mortgage Indenture and Deed of Trustby reference
and twenty supplements thereto
C.3. The Narragansett Electric Company Incorporated
First Mortgage Indenture and Deed of Trustby reference
and twenty-one supplements thereto
C.4. New England Electric Transmission CorporationIncorporated
Note Agreement with PruCapital Management, Inc.by reference
et al.
C.5. New England Energy Incorporated Incorporated
Credit Agreement dated as of April 28, 1989by reference
and Amendments thereto
C.6.a. New England Power Company General and Incorporated
Refunding Mortgage Indenture and Deed of Trustby reference
and nineteen supplements thereto
C.6.b. New England Power Company Incorporated
Loan Agreement with Massachusetts Industrialby reference
Finance Agency and four supplements thereto
C.6.c. New England Power Company Incorporated
Loan Agreement with Business Finance Authorityby reference
of the State of New Hampshire (formerly the
Industrial Development Authority of the State
of New Hampshire) and eight supplements thereto
C.6.d. Guarantee Agreements with Connecticut Incorporated
Yankee Atomic Power Company, et. al. by reference
C.6.e. Loan Agreement with Connecticut DevelopmentIncorporated
Authority by reference
D. New England Electric System and SubsidiaryFiled under
Companies, Federal and State Income Tax cover of
Allocation Agreement Form SE
E.1. New England Electric Transmission CorporationFiled under
Annual Report cover of
Form SE
E.2. Money Pool investments for 1994 Filed herewith
E.3. NEERI annual report on Modified Form U-13-60Filed herewith
E.4. Ocean State Power Financial Statements as ofFiled under
December 31, 1994 cover of
Form SE
E.5. Ocean State Power II Financial Statements Filed under
as of December 31, 1994 cover of
Form SE
<PAGE>
EXHIBIT INDEX
Exhibit No.Description Page
- ---------------------- ----
E.6. OSP Finance Company Financial Statements Filed under
as of December 31, 1994 cover of
Form SE
E.7. New England Electric System Companies Filed under
Incentive Thrift Plan Financial Statementscover of
Form SE
E.8. New England Electric System Companies Filed under
Incentive Thrift Plan II Financial Statementscover of
Form SE
E.9. Yankee Atomic Electric Company Filed under
Thrift Plan Financial Statements cover of
Form SE
F Schedules Filed under
cover of
Form SE
G Financial Data Schedules Filed herewith
<PAGE>
Exhibit E.2.
1994
Report on NEES Money Pool
($000's)
Avg. Max. Min. Investment
Company Invest. Invest. Invest. at 12/31/94
- ------- ------- ------- ------- -----------
NEES (Trust) $5,328 $24,800 $ 75 $24,800
Massachusetts Electric Co. 11 4,025 -0- -0-
New England Power Co. -0- -0- -0- -0-
The Narragansett Electric Co. -0- -0- -0- -0-
Granite State Electric Co. 826 2,300 -0- -0-
New England Power Service Co.10,141 21,023 -0- -0-
New England Electric Transmission10 325 -0- 325
Corporation
New England Energy Incorporated3,841 13,475 -0- 1,350
New England Hydro-Transmission6,869 15,900 375 3,850
Electric Company (NEHTEC)
New England Hydro-Transmission3,783 7,875 -0- 775
Corporation (NEHTC)
Narragansett Energy Resources 1,990 5,825 550 1,600
Company (NERC)
<PAGE>
Exhibit E.3.
Modified
FORM U-13-60
ANNUAL REPORT
For the Period
Beginning January 1, 1994 and Ending December 31, 1994
To The
U.S. SECURITIES AND EXCHANGE COMMISSION
Of
New England Electric Resources, Inc.
A Subsidiary Service Company
Date of Incorporation: January 13, 1992
State or Sovereign Power under which Incorporated or Organized:
The Commonwealth of Massachusetts
Location of Principal Executive Offices of Reporting Company:
25 Research Drive
Westborough, MA 01582
Report filed pursuant to Order dated September 4, 1992
in file number 70-7950
Name, title, and address of officer to whom correspondence concerning this
report should be addressed:
J.G. Cochrane Treasurer
25 Research Drive
Westborough, MA 01582
Name of Principal Holding Company Under Which Reporting
Company is Organized:
New England Electric System
SEC 1926 (6-82)
<PAGE>
INSTRUCTIONS FOR USE OF MODIFIED FORM U-13-60
1. Time of Filing Annual Report essentially in the form of U-13-60
shall be filed appended to Form U5S, Annual Report of the Parent and
Associate Companies Pursuant to the Public Utility Holding company Act of
1935. Form U5S is required to be filed by May 1.
2. Number of Copies Each annual report shall be filed in duplicate.
The company should prepare and retain at least one extra copy for itself in
case correspondence with reference to the report becomes necessary.
3. Definitions - Definitions contained in Instruction 01-8 to the
Uniform System of Accounts for Mutual Service Companies and Subsidiary
Service Companies, Public Utility Holding Company Act of 1935, as amended
February 2, 1979 shall be applicable to words or terms used specifically
within this Form U-13-60.
4. Organization Chart The company shall submit with each annual report
a copy of its current organization chart.
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
Schedule or Page
Description of Schedules and Accounts Account No. Number
COMPARATIVE BALANCE SHEET Schedule I 4-5
Company property Schedule II 6-7
Accumulated provision for depreciation
and amortization of company property Schedule III 8
Investments Schedule IV 9
Accounts receivable Schedule V 10
Miscellaneous deferred debits Schedule IX 11
Proprietary capital Schedule XI 12
Long-term debt Schedule XII 13
Current and accrued liabilities Schedule XIII 14
Notes to financial statements Schedule XIV 15
COMPARATIVE INCOME STATEMENT Schedule XV 16
Analysis of billing - nonassociate companiesAccount 45817-18
Departmental analysis of salaries Account 920 19
Outside services employed Account 923 20
Miscellaneous general expenses Account 930.2 21
Taxes other than income taxes Account 408 22
Donations Account 426.1 23
Other deductions Account 426.5 24
Notes to statement of income Schedule XVIII 25
ORGANIZATION CHART 26
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE I
COMPARATIVE BALANCE SHEET
Give balance sheet of Company as of December 31 of the current and prior
year
Account Assets and Other Debits As of December 31
Current Prior
COMPANY PROPERTY
101 Company property (Schedule II) $ $
107 Construction work in progress (Schedule II)
------- -------
Total Property
------- -------
108 Less accumulated provision for depreciation
and amortization of company property
(Schedule III)
------- -------
Net Company Property
------- -------
INVESTMENTS
123 Investments in associate companies (Schedule IV)
124 Other Investments (Schedule IV)
------- -------
Total Investments
------- -------
CURRENT AND ACCRUED ASSETS
131 Cash 48,647 65,034
134 Special deposits
135 Working funds
136 Temporary cash investments (Schedule IV)
141 Notes receivable
143 Accounts receivable (Schedule V) 566,085 90,340
144 Accumulated provision of uncollectible accounts
146 Accounts receivable from associate companies37,24520,186
152 Fuel stock expenses undistributed
154 Materials and supplies
163 Stores expense undistributed
165 Prepayments
174 Miscellaneous current and accrued assets
------- -------
Total Current and Accrued Assets 651,977 175,560
------- -------
DEFERRED DEBITS
181 Unamortized debt expense
184 Clearing accounts
186 Miscellaneous deferred debits (Schedule IX)451,260
188 Research, development, or demonstration
expenditures
190 Accumulated deferred income taxes
--------- -------
Total Deferred Debits --------- -------
TOTAL ASSETS AND OTHER DEBITS $1,103,237 $175,560
========= =======
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE I
COMPARATIVE BALANCE SHEET
AccountLiabilities and Proprietary Capital As of December 31
Current Prior
PROPRIETARY CAPITAL
201 Common stock issued (Schedule XI) $ 1,000 $ 1,000
211 Miscellaneous paid-in-capital (Schedule XI)1,474,000265,000
215 Appropriated retained earnings (Schedule XI)
216 Unappropriated retained earnings (Schedule XI)(641,351)(199,877)
-------- -------
Total Proprietary Capital 833,649 66,123
-------- -------
LONG-TERM DEBT
223 Advances from associate companies (Schedule XII)
224 Other long-term debt (Schedule XII)
225 Unamortized premium on long-term debt
226 Unamortized discount on long-term debt - debit
--------- -------
Total Long-Term Debt
--------- -------
CURRENT AND ACCRUED LIABILITIES
231 Notes payable
232 Accounts payable 15,597 6,067
233 Notes payable to associate companies
(Schedule XIII)
234 Accounts payable to associate companies
(Schedule XIII) 236,096 102,914
236 Taxes accrued 17,895 456
237 Interest accrued
238 Dividends declared
241 Tax collections payable
242 Miscellaneous current and accrued
liabilities (Schedule XIII)
--------- -------
Total Current and Accrued Liabilities 269,588 109,437
--------- -------
DEFERRED CREDITS
253 Other deferred credits
255 Accumulated deferred investment tax credits
--------- -------
Total Deferred Credits
--------- -------
282 ACCUMULATED DEFERRED INCOME TAXES
--------- --------
TOTAL LIABILITIES AND PROPRIETARY CAPITAL$1,103,237$175,560
========= =======
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE II
COMPANY PROPERTY
(Not Applicable)
BALANCE AT RETIREMENTS BALANCE
BEGINNING OR OTHER (1) AT CLOSE
DESCRIPTION OF YEAR ADDITIONS SALES CHANGES OF YEAR
Account
301 Organization
303 Miscellaneous
Intangible
Plant
304 Land and Land
Rights
305 Structures and
Improvements
306 Leasehold
Improvements
307 Equipment (2)
308 Office
Furniture and
Equipment
309 Automobiles,
Other Vehicles
and Related
Garage
Equipment
310 Aircraft and
Airport
Equipment
311 Other Company
Property (3)
---- ------- --- ---- ----
SUB-TOTAL None None
---- ------- --- ---- ----
107 Construction
Work in
Progress (4)
---- ------- --- ---- ----
TOTAL None None
==== ======= === ==== ====
(1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE II - CONTINUED
(Not Applicable)
(2) Subaccounts are required for each class of equipment owned. The company
shall provide a listing by subaccount of equipment additions during the
year and the balance at the close of the year:
BALANCE
AT CLOSE
SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR
---- ----
TOTAL None None
==== ====
(3) DESCRIBE OTHER COMPANY PROPERTY:
None
(4) DESCRIBE CONSTRUCTION WORK IN PROGRESS:
None
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE III
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF COMPANY PROPERTY
(Not Applicable)
ADDITIONS OTHER
BALANCE AT CHARGED CHANGES BALANCE
BEGINNING TO RETIRE- ADD AT CLOSE
DESCRIPTION OF YEAR ACCT 403 MENTS (DEDUCT)(1) OF YEAR
Account
301 Organization
303 Miscellaneous
Intangible
Plant
304 Land and Land
Rights
305 Structures and
Improvements
306 Leasehold
Improvements
307 Equipment
308 Office
Furniture and
Equipment
309 Automobiles,
Other Vehicles
and Related
Garage
Equipment
310 Aircraft and
Airport
Equipment
311 Other Company
Property
---- --- --- --- ----
TOTAL None None
==== === === === ====
22) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
None
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE IV
INVESTMENTS
INSTRUCTIONS:Complete the following schedule concerning investments.
Under Account 124 "Other Investments," state each investment
separately, with description, including, the name of issuing
company, number of shares or principal amount, etc.
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES
---- ----
TOTAL None None
==== ====
ACCOUNT 124 - OTHER INVESTMENTS
---- ----
TOTAL (1) None None
==== ====
ACCOUNT 136 - TEMPORARY CASH INVESTMENTS
---- ----
TOTAL None None
==== ====
(1) See page 15 "Notes to Financial Statements" footnote (1)
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE V
ACCOUNTS RECEIVABLE
INSTRUCTIONS:Complete the following schedule listing accounts receivable.
BALANCE AT BALANCE AT
BEGINNING CLOSE
OF YEAR OF YEAR
DESCRIPTION
ACCOUNT 143 -FEDERAL INCOME TAX BENEFIT
RECEIVABLE $61,600 $237,400
Nantucket Electric Company 300,840
Other 28,740 27,845
------ -------
TOTAL $90,340 $566,085
====== =======
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE IX
MISCELLANEOUS DEFERRED DEBITS
INSTRUCTIONS:Provide detail of items in this account. Items less than
$10,000 may be grouped by class, showing the number of items
in each class.
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
ACCOUNT 186 - DEFERRED DEBITS
NANTUCKET ELECTRIC - LONG TERM
RECEIVABLE 451,260
---- -------
TOTAL None 451,260
==== =======
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE XI
PROPRIETARY CAPITAL
OUTSTANDING
NUMBER OF PAR OR STATED CLOSE OF PERIOD
ACCOUNT SHARES VALUE NO. OF TOTAL
NUMBER CLASS OF STOCK AUTHORIZED PER SHARE SHARES AMOUNT
201 COMMON STOCK ISSUED10,000 $1 1,000 $1,000
INSTRUCTIONS:Classify amounts in each account with a brief explanation,
disclosing the general nature of transactions which give rise
to the reported amounts.
DESCRIPTION
AMOUNT
ACCOUNT 223 - MISCELLANEOUS PAID-IN CAPITAL (1) 1,474,000
ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS
---------
TOTAL 1,474,000
=========
INSTRUCTIONS:Give particulars concerning net income or (loss) during the
year, distinguishing between compensation for the use of
capital owed or net loss remaining from servicing
non-associates per the General Instructions of the Uniform
Systems of Accounts. For dividends paid during the year in
cash or otherwise, provide rate percentage, amount of
dividend, date declared and date paid.
BALANCE AT NET INCOME BALANCE AT
BEGINNING OR DIVIDENDS CLOSE
DESCRIPTION OF YEAR (LOSS) PAID OF YEAR
ACCOUNT 216 -
UNAPPROPRIATED
RETAINED EARNINGS$(199,878)$(441,473) None $(641,351)
------- -------- ---- --------
TOTAL$(199,878)$(441,473) None $(641,351)
======= ======== ==== ========
(1) Amount represents contributions in the form of non-interest bearing
subordinated notes issued to New England Electric System (NEES). As
of December 31, 1994, NEES was authorized to invest up to $2.25
million dollars in the Company in the form of either subordinated
noninterest bearing notes, capital contributions or common stock.
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE XII
LONG-TERM DEBT
(Not Applicable)
INSTRUCTIONS:Advances from associate companies should be reported separately for advances on notes, and
advances on open account. Names of associate companies from which advances were received
shall be shown under the class and series of obligation column. For Account 224 - Other
long-term debt provide the name of creditor company or organization, terms of the obligation,
date of maturity, interest rate, and the amount authorized and outstanding.
<CAPTION>
TERMS OF OBLIG DATE BALANCE AT BALANCE AT
CLASS & SERIES OF INTEREST AMOUNT BEGINNING DEDUCTIONS CLOSE
NAME OF CREDITOROF OBLIGATIONMATURITYRATE AUTHORIZEDOF YEAR ADDITIONS (1) OF YEAR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACCOUNT 223 -
ADVANCES FROM
ASSOCIATE
COMPANIES: None
ACCOUNT 224 -
OTHER LONG-TERM
DEBT: None
---- ---- ---- ---- ----
TOTAL None
==== ==== ==== ==== ====
<FN>
(1) Give an explanation of deductions:
None
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE XIII
CURRENT AND ACCRUED LIABILITIES
INSTRUCTIONS:Provide balance of notes and accounts payable to each
associate company. Give description and amount of
miscellaneous current and accrued liabilities. Items less
than $10,000 may be grouped, showing the number of items in
each group.
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
ACCOUNT 233 -NOTES PAYABLE TO ASSOCIATE
COMPANIES
---- ----
TOTAL None None
==== ====
ACCOUNT 234 -ACCOUNTS PAYABLE TO ASSOCIATE
COMPANIES
The Narragansett Electric Company $ 1,023
New England Electric System $ 84,925
New England Hydro Transmission Electric Co. 2,770
New England Power Company 3,949 30,844
New England Power Service Company 14,040 201,459
------- -------
TOTAL $102,914 $236,096
======= =======
ACCOUNT 242 -MISCELLANEOUS CURRENT AND
ACCRUED LIABILITIES
---- ----
TOTAL None None
==== ====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS:The space below is provided for important notes regarding
the financial statements or any account thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating
to financial statements shown elsewhere in this report may
be indicated here by reference.
(1) In 1994, NEERI invested $250,000 in Quality Power
Systems, Inc. (QPS). The investment, authorized by Order of the
Commission Release Number 35-26057, is in the form of a debenture due
June 1, 2004, which may, at NEERI's option, be converted into common
stock of QPS. The debenture provides for quarterly interest payments
after June 1, 1994, with the first payment due September 1, 1994. At
the time of this filing the payment had not been received. Due to the
uncertainty involved in the payment of interest and repayment of
principal, NEERI has written off the investment in the fourth quarter
of 1994. QPS is seeking additional financing to bring its product to
market. Although NEERI has authority to invest up to an additional
$100,000 in QPS, NEERI has decided not to make an additional investment
at this time.
(2) To assist Nantucket Electric Company (NEC) in meeting
its short-term needs for reliable energy, NEERI provided materials,
delivery, installation, interconnection and start-up testing services
for a fully automated two unit diesel driven electric generating plant
at the existing NEC Airport Generating Station. The work took place at
NEC and New England Electric facilities pursuant to a letter agreement
and was completed as of September 30, 1994. The total compensation
under the agreement was recognized during the third quarter of 1994.
The agreement provides for billing over a three year period at $25,070
per month effective the month immediately following the notice to
proceed by NEC. As of December 31, 1994, $727,030 had not yet been
billed in accordance with the agreement ($275,770 included in Accounts
Receivable and $451,260 included in Miscellaneous Deferred Debits).
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE XV
STATEMENT OF INCOME
ACCOUNT DESCRIPTION CURRENT PRIOR
YEAR YEAR
INCOME
458 Services rendered to nonassociate companies $1,113,351$ 58,609
421 Miscellaneous income or loss (250,000)
-------- --------
TOTAL INCOME 863,351 58,609
-------- --------
EXPENSE
920 Salaries and wages
921 Office supplies and expenses
922 Administrative expense transferred - credit
923 Outside services employed 1,543,724 247,595
924 Property insurance
925 Injuries and damages
926 Employee pensions and benefits
930.1General advertising expenses
930.2Miscellaneous general expenses
931 Rents
932 Maintenance of structures and equipment
403 Depreciation and amortization expense
408 Taxes other than income taxes
409 Income taxes (238,900) (70,915)
410 Provision for deferred income taxes
411 Provision for deferred income taxes - credit
411.5Investment tax credit
426.1Donations
426.5Other deductions
427 Interest on long-term debt
430 Interest on debt to associate companies
431 Other interest expense
--------- --------
TOTAL EXPENSE 1,304,824 176,680
--------- --------
NET INCOME OR (LOSS) $(441,473) $(118,071)
======== ========
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
ANALYSIS OF BILLING
NONASSOCIATE COMPANIES
ACCOUNT 458
<CAPTION>
DIRECT INDIRECT COMPENSATION EXCESS TOTAL
COST COST FOR USE TOTAL OR AMOUNT
NAME OF NONASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL COST DEFICIENCY BILLED
458-1 458-2 458-3 458-4
<S> <C> <C> <C> <C> <C> <C>
United States Energy 7,833
Association (1)
Central Vermont Public
Service Corporation (2) 24,567
Kemper Management Service (3) 9,820
Trans Power New Zealand,LTD (4) 4,220
Asian Development Bank (5) 11,725
Price Waterhouse (6) 61,904
RCG/Hagler Bailly, Inc. (7) 43,000
Nantucket Electric Company (8) 918,177
Northrop, Devine & Turbell (9) 1,825
Indeck Energy Services (10) 1,080
The World Bank (11) 24,200
Tokyo Electric Power (12) 5,000
------- ---- -- ------- ------ ---------
TOTAL 1,113,351
======= ==== == ======= ====== =========
</TABLE>
<PAGE>
INSTRUCTION: Provide a brief description of the services rendered to each
nonassociated company:
(1)Consulting activities for the Hungarian Electric Companies.
(2) Impact evaluation of CVPS's residential new construction program.
(3)Consulting demand side management programs.
(4)Consulting services for Static VAr Compensation.
(5)Seminar on demand side management and integrated resource planning.
(6)Consulting services on independent power to National Energy Policy
Office of the government of
Thailand.
(7)Consulting services for integrated resource planning.
(8)$902,520 for generating plant installation and $15,657 for demand side
management Consulting.
(9)Consulting Services for transmission line engineering.
(10)Transmission line inspection.
(11)Consulting services for India.
(12)Seminar covering IPP solicitation and contracting processes.
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920
NAME OF DEPARTMENT NUMBER
PERSONNEL
Indicate each dept. or SALARY END OF
service function EXPENSE YEAR
None None
---- ----
TOTAL None None
==== ====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
OUTSIDE SERVICES EMPLOYED
ACCOUNT 923
INSTRUCTIONS:Provide a breakdown by subaccount of outside services
employed. If the aggregate amounts paid to any one payee
and included within one subaccount is less than $25,000,
only the aggregate number and amount of all such payments
included within the subaccount need be shown. Provide a
subtotal for each type of service.
RELATIONSHIP
"A"- ASSOCIATE
FROM WHOM PURCHASED ADDRESS "NA"- NON ASSOCIATEAMOUNT
ADMINISTRATIVE SERVICES
New England Power 25 Research Drive A $1,104,153
Service Company Westborough, MA 01582
New England Power 25 Research Drive A 88,813
Company Westborough, MA 01582
Sherif Fam 36 Concord Ave. NA 49,966
Cambridge, MA 02138
PLM Electric Power 35 Main Street NA 47,037
Hopkinton, MA 01748
Interstate TransformersPost Office Box 11339 NA 56,400
Lexington, Kentucky 40575
Pacific Fabricators PO Box 1719 37,100
4455 Manor SE
Albany, OR 97321
49 Vendors* NA 160,255
(each under $25,000)
--------
TOTAL ADMINISTRATIVE SERVICES$1,543,724
=========
*Includes 9,197 from Massachusetts Electric Company and 2,599 from The
Narragansett Electric Company, which are associated companies.
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930.2
INSTRUCTIONS:Provide a listing of the amount included in Account 930.2,
"Miscellaneous General Expenses", classifying such expenses
according to their nature. Payments and expenses permitted
by Sections 321(b)(2) of the Federal Election Campaign Act,
as amended by Public Law 94-283 in 1976 (2 U.S.C. Section
441(b)(2)) shall be separately classified.
DESCRIPTION AMOUNT
None
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
INSTRUCTIONS:Provide an analysis of Account 408, "Taxes Other Than Income
Taxes". Separate the analysis into two groups: (1) other
than U.S. Government taxes, and (2) U.S. Government taxes.
Specify each of the various kinds of taxes and show the
amounts thereof. Provide a subtotal for each class of tax.
KIND OF TAX AMOUNT
1) OTHER THAN U.S. GOVERNMENT TAXES
Massachusetts State Tax None
-----
SUBTOTAL None
-----
2) U.S. GOVERNMENT TAXES None
-----
SUBTOTAL None
-----
TOTAL None
=====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
DONATIONS
ACCOUNT 426.1
INSTRUCTIONS:Provide a listing of the amount included in Account 426.1,
"Donations", classifying such expenses by its purpose. The
aggregate number and amount of all items of less than $3,000
may be shown in lieu of details.
NAME OF RECIPIENT PURPOSE OF DONATION NONE
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
OTHER DEDUCTIONS
ACCOUNT 426.5
INSTRUCTIONS:Provide a listing of the amount included in Account 426.5,
"Other Deductions", classifying such expenses according to
their nature.
DESCRIPTION NAME OF PAYEE NONE
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SCHEDULE XVIII
NOTES TO STATEMENT OF INCOME
INSTRUCTIONS:The space below is provided for important notes regarding
the statement of income or any account thereof. Furnish
particulars as to any significant increase in services
rendered or expenses incurred during the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
See Page 15
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
ORGANIZATION CHART
For the Year Ended December 31, 1994
Board of Directors
!
!
!
President
!
!
!
------------------------------
! !
! !
! !
Treasurer Clerk
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1994
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935 and the rules and regulations of the
Securities and Exchange Commission issued thereunder, the
undersigned company has duly caused this report to be signed on
its behalf by the undersigned officer thereunto duly
authorized.
New England Electric Resources, Inc.
---------------------------------
(Name of Reporting Company)
By: s/John G. Cochrane
-------------------------------
(Signature of Signing Officer)
J.G. Cochrane Treasurer
-------------------------------------------
(Printed Name and Title of Signing Officer)
Date: April 28, 1995
---------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED
STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW
ENGLAND ELECTRIC SYSTEM, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,716,721
<OTHER-PROPERTY-AND-INVEST> 423,713
<TOTAL-CURRENT-ASSETS> 525,723
<TOTAL-DEFERRED-CHARGES> 418,684 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,084,841
<COMMON> 64,970
<CAPITAL-SURPLUS-PAID-IN> 736,823
<RETAINED-EARNINGS> 779,045
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,580,838
0
147,016 <F2>
<LONG-TERM-DEBT-NET> 1,520,488
<SHORT-TERM-NOTES> 233,970 <F3>
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 65,920
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,536,609
<TOT-CAPITALIZATION-AND-LIAB> 5,084,841
<GROSS-OPERATING-REVENUE> 2,243,029
<INCOME-TAX-EXPENSE> 128,257
<OTHER-OPERATING-EXPENSES> 1,818,276
<TOTAL-OPERATING-EXPENSES> 1,946,533
<OPERATING-INCOME-LOSS> 296,496
<OTHER-INCOME-NET> 16,071
<INCOME-BEFORE-INTEREST-EXPEN> 312,567
<TOTAL-INTEREST-EXPENSE> 97,005
<NET-INCOME> 199,426
8,697 <F2>
<EARNINGS-AVAILABLE-FOR-COMM> 199,426
<COMMON-STOCK-DIVIDENDS> 148,456
<TOTAL-INTEREST-ON-BONDS> 93,500
<CASH-FLOW-OPERATIONS> 417,966
<PAGE>
<EPS-PRIMARY> $3.07
<EPS-DILUTED> $3.07
<FN>
<F1> Total deferred charges includes other assets and accrued Yankee Atomic costs.
<F2> Preferred stock reflects preferred stock of subsidiaries. Preferred stock dividends reflect preferred stock dividends of
subsidiaries.
<F3> Short-term notes includes commercial paper obligations.
</FN>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED
EARNINGS AND CASH FLOWS OF MASSACHUSETTS ELECTRIC COMPANY, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 6
<NAME> Massachusetts Electric Company
<MULTIPLIER>1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 995,995
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 240,191
<TOTAL-DEFERRED-CHARGES> 59,536 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,295,722
<COMMON> 59,953
<CAPITAL-SURPLUS-PAID-IN> 187,172
<RETAINED-EARNINGS> 136,911
<TOTAL-COMMON-STOCKHOLDERS-EQ> 384,036
0
50,000
<LONG-TERM-DEBT-NET> 265,631
<SHORT-TERM-NOTES> 81,820 <F2>
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 35,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 479,235
<TOT-CAPITALIZATION-AND-LIAB> 1,295,722
<GROSS-OPERATING-REVENUE> 1,482,070
<INCOME-TAX-EXPENSE> 22,265
<OTHER-OPERATING-EXPENSES> 1,397,137
<TOTAL-OPERATING-EXPENSES> 1,419,402
<OPERATING-INCOME-LOSS> 62,668
<OTHER-INCOME-NET> (995)
<INCOME-BEFORE-INTEREST-EXPEN> 61,673
<TOTAL-INTEREST-EXPENSE> 26,947
<NET-INCOME> 34,726
3,114
<EARNINGS-AVAILABLE-FOR-COMM> 31,612
<COMMON-STOCK-DIVIDENDS> 29,977
<PAGE>
<TOTAL-INTEREST-ON-BONDS> 20,967
<CASH-FLOW-OPERATIONS> 44,252
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Total deferred charges includes other assets.
<F2> Short-term notes includes commercial paper obligations and short-term debt to affiliates.
</FN>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED
EARNINGS AND CASH FLOWS OF THE NARRAGANSETT ELECTRIC COMPANY, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 7
<NAME> The Narragansett Electric Company
<MULTIPLIER>1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 491,915
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 97,735
<TOTAL-DEFERRED-CHARGES> 57,727 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 647,377
<COMMON> 56,624
<CAPITAL-SURPLUS-PAID-IN> 60,170
<RETAINED-EARNINGS> 91,556
<TOTAL-COMMON-STOCKHOLDERS-EQ> 208,350
0
36,500
<LONG-TERM-DEBT-NET> 188,862
<SHORT-TERM-NOTES> 29,800 <F2>
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 183,865
<TOT-CAPITALIZATION-AND-LIAB> 647,377
<GROSS-OPERATING-REVENUE> 481,669
<INCOME-TAX-EXPENSE> 4,883
<OTHER-OPERATING-EXPENSES> 446,672
<TOTAL-OPERATING-EXPENSES> 451,555
<OPERATING-INCOME-LOSS> 30,114
<OTHER-INCOME-NET> 172
<INCOME-BEFORE-INTEREST-EXPEN> 30,286
<TOTAL-INTEREST-EXPENSE> 15,697
<NET-INCOME> 14,589
2,143
<EARNINGS-AVAILABLE-FOR-COMM> 12,446
<COMMON-STOCK-DIVIDENDS> 2,549
<PAGE>
<TOTAL-INTEREST-ON-BONDS> 14,334
<CASH-FLOW-OPERATIONS> 40,188
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Total deferred charges includes other assets.
<F2> Short-term notes includes commercial paper borrowings. Short-term notes at December 31, 1993 also includes short-term
debt to affiliates.
</FN>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED
EARNINGS AND CASH FLOWS OF NEW ENGLAND POWER COMPANY, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 3
<NAME> New England Power Company
<MULTIPLIER>1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,876,211
<OTHER-PROPERTY-AND-INVEST> 69,329
<TOTAL-CURRENT-ASSETS> 374,654
<TOTAL-DEFERRED-CHARGES> 292,644 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,612,838
<COMMON> 128,998
<CAPITAL-SURPLUS-PAID-IN> 374,829
<RETAINED-EARNINGS> 372,763
<TOTAL-COMMON-STOCKHOLDERS-EQ> 876,590
0
60,516
<LONG-TERM-DEBT-NET> 695,466
<SHORT-TERM-NOTES> 145,575 <F2>
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 834,691
<TOT-CAPITALIZATION-AND-LIAB> 2,612,838
<GROSS-OPERATING-REVENUE> 1,540,757
<INCOME-TAX-EXPENSE> 96,596
<OTHER-OPERATING-EXPENSES> 1,273,640
<TOTAL-OPERATING-EXPENSES> 1,370,236
<OPERATING-INCOME-LOSS> 170,521
<OTHER-INCOME-NET> 13,665
<INCOME-BEFORE-INTEREST-EXPEN> 184,186
<TOTAL-INTEREST-EXPENSE> 34,813
<NET-INCOME> 149,373
3,440
<EARNINGS-AVAILABLE-FOR-COMM> 145,933
<COMMON-STOCK-DIVIDENDS> 119,323
<PAGE>
<TOTAL-INTEREST-ON-BONDS> 38,711
<CASH-FLOW-OPERATIONS> 246,572
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Total deferred charges includes other assets and accrued Yankee Atomic costs.
<F2> Short-term notes includes commercial paper obligations and short-term debt to affiliates.
</FN>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED
EARNINGS AND CASH FLOWS OF GRANITE STATE ELECTRIC COMPANY, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 5
<NAME> Granite State Electric Company
<MULTIPLIER>1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 45,507
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 6,574
<TOTAL-DEFERRED-CHARGES> 2,247 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 54,328
<COMMON> 6,040
<CAPITAL-SURPLUS-PAID-IN> 4,000
<RETAINED-EARNINGS> 7,949
<TOTAL-COMMON-STOCKHOLDERS-EQ> 17,989
0
0
<LONG-TERM-DEBT-NET> 11,000
<SHORT-TERM-NOTES> 2,525
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 3,400
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 19,414
<TOT-CAPITALIZATION-AND-LIAB> 54,328
<GROSS-OPERATING-REVENUE> 63,564
<INCOME-TAX-EXPENSE> 606
<OTHER-OPERATING-EXPENSES> 60,108
<TOTAL-OPERATING-EXPENSES> 60,714
<OPERATING-INCOME-LOSS> 2,850
<OTHER-INCOME-NET> (132)
<INCOME-BEFORE-INTEREST-EXPEN> 2,718
<TOTAL-INTEREST-EXPENSE> 1,661
<NET-INCOME> 1,057
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,057
<COMMON-STOCK-DIVIDENDS> 362
<TOTAL-INTEREST-ON-BONDS> 1,402
<PAGE>
<CASH-FLOW-OPERATIONS> 3,932
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Total deferred charges includes other assets.
</FN>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED
EARNINGS AND CASH FLOWS OF NEW ENGLAND HYDRO-TRANSMISSION
ELECTRIC COMPANY, INC., AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 11
<NAME> New England Hydro-Transmission Electric Company, Inc.
<MULTIPLIER>1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 186,819
<OTHER-PROPERTY-AND-INVEST> 5
<TOTAL-CURRENT-ASSETS> 8,046
<TOTAL-DEFERRED-CHARGES> 9,215
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 204,085
<COMMON> 40,000
<CAPITAL-SURPLUS-PAID-IN> 16,384
<RETAINED-EARNINGS> 10,976
<TOTAL-COMMON-STOCKHOLDERS-EQ> 67,360
0
0
<LONG-TERM-DEBT-NET> 98,490
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 6,960
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 31,275
<TOT-CAPITALIZATION-AND-LIAB> 204,085
<GROSS-OPERATING-REVENUE> 43,728
<INCOME-TAX-EXPENSE> 5,991
<OTHER-OPERATING-EXPENSES> 18,666
<TOTAL-OPERATING-EXPENSES> 24,657
<OPERATING-INCOME-LOSS> 19,071
<OTHER-INCOME-NET> 157
<INCOME-BEFORE-INTEREST-EXPEN> 19,228
<TOTAL-INTEREST-EXPENSE> 10,161
<NET-INCOME> 9,067
0
<EARNINGS-AVAILABLE-FOR-COMM> 9,067
<COMMON-STOCK-DIVIDENDS> 12,000
<TOTAL-INTEREST-ON-BONDS> 9,964
<PAGE>
<CASH-FLOW-OPERATIONS> 20,978
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED
EARNINGS AND CASH FLOWS OF NEW ENGLAND HYDRO-TRANSMISSION
CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 2
<NAME> New England Hydro-Transmission Corporation
<MULTIPLIER>1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 154,346
<OTHER-PROPERTY-AND-INVEST> 5
<TOTAL-CURRENT-ASSETS> 1,432
<TOTAL-DEFERRED-CHARGES> 7,762
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 163,545
<COMMON> 23,000
<CAPITAL-SURPLUS-PAID-IN> 18,949
<RETAINED-EARNINGS> 1,785
<TOTAL-COMMON-STOCKHOLDERS-EQ> 43,734
0
0
<LONG-TERM-DEBT-NET> 61,040
<SHORT-TERM-NOTES> 2,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 4,560
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 52,211
<TOT-CAPITALIZATION-AND-LIAB> 163,545
<GROSS-OPERATING-REVENUE> 35,061
<INCOME-TAX-EXPENSE> 3,839
<OTHER-OPERATING-EXPENSES> 19,168
<TOTAL-OPERATING-EXPENSES> 23,007
<OPERATING-INCOME-LOSS> 12,054
<OTHER-INCOME-NET> 109
<INCOME-BEFORE-INTEREST-EXPEN> 12,163
<TOTAL-INTEREST-EXPENSE> 6,224
<NET-INCOME> 5,939
0
<EARNINGS-AVAILABLE-FOR-COMM> 5,939
<COMMON-STOCK-DIVIDENDS> 4,600
<TOTAL-INTEREST-ON-BONDS> 6,203
<PAGE>
<CASH-FLOW-OPERATIONS> 13,954
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED
EARNINGS AND CASH FLOWS OF NEW ENGLAND ELECTRIC TRANSMISSION
CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 1
<NAME> New England Electric Transmission Corporation
<MULTIPLIER>1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 53,136
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 515
<TOTAL-DEFERRED-CHARGES> 464 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 54,115
<COMMON> 165
<CAPITAL-SURPLUS-PAID-IN> 3,960
<RETAINED-EARNINGS> 196
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,321
0
0
<LONG-TERM-DEBT-NET> 30,112
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 4,624
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 15,058
<TOT-CAPITALIZATION-AND-LIAB> 54,115
<GROSS-OPERATING-REVENUE> 13,058
<INCOME-TAX-EXPENSE> 223
<OTHER-OPERATING-EXPENSES> 8,408
<TOTAL-OPERATING-EXPENSES> 8,631
<OPERATING-INCOME-LOSS> 4,427
<OTHER-INCOME-NET> (2)
<INCOME-BEFORE-INTEREST-EXPEN> 4,425
<TOTAL-INTEREST-EXPENSE> 3,331
<NET-INCOME> 1,094
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,094
<COMMON-STOCK-DIVIDENDS> 1,080
<TOTAL-INTEREST-ON-BONDS> 3,301
<PAGE>
<CASH-FLOW-OPERATIONS> 6,899
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Total deferred charges includes other assets.
</FN>
