<PAGE 1>
File No. 69-122
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the fiscal year ended December 31, 1998
COMMONWEALTH ENERGY SYSTEM
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of claimant
and every subsidiary thereof.
Claimant
Commonwealth Energy System (the System), a Massachusetts Trust, organized
in the Commonwealth of Massachusetts is located in Cambridge,
Massachusetts. The System owns investments in the following electric and
gas utilities and other subsidiaries all of which are organized in the
Commonwealth of Massachusetts:
Name of Company Location
Electric Utilities
Cambridge Electric Light Company Cambridge, Massachusetts
Canal Electric Company Sandwich, Massachusetts
Commonwealth Electric Company New Bedford, Plymouth,
Martha's Vineyard and
the geographic area
comprising Cape Cod,
Massachusetts
Gas Utility
Commonwealth Gas Company Cambridge, Framingham, New
Bedford, Plymouth, South-
boro, Somerville and
Worcester, Massachusetts
Other Subsidiaries
Advanced Energy Systems, Inc. Cambridge, Massachusetts
(Engaged in the business of
owning and operating energy
facilities)
COM/Energy Acushnet Realty Cambridge, Massachusetts
(Organized as a Trust;
leases land to Hopkinton
LNG Corp.)
<PAGE>
<PAGE 2>
COMMONWEALTH ENERGY SYSTEM
Other Subsidiaries (Continued)
Name of Company Location
COM/Energy Cambridge Realty Cambridge, Massachusetts
(Organized as a Trust to
hold various properties)
COM/Energy Freetown Realty Cambridge, Massachusetts
(Organized as a Trust
to develop a parcel of
land)
COM/Energy Marketing, Inc. Cambridge, Massachusetts
(Engaged in the marketing
and sale of energy products
and services)
COM/Energy Research Park Realty Cambridge, Massachusetts
(Organized as a Trust to
develop a research complex)
COM/Energy Resources, Inc. Cambridge, Massachusetts
(Organized to engage in the
sale of energy and energy
services)
COM/Energy Services Company Cambridge, Massachusetts
(Service company)
COM/Energy Steam Company Cambridge, Massachusetts
(Sells steam for heating
and industrial production)
COM/Energy Technologies, Inc. Cambridge, Massachusetts
(Engaged in the production,
distribution, marketing and
sale of energy information
and control products and
technologies)
Darvel Realty Trust Cambridge, Massachusetts
(Owns, develops and operates
real estate)
Hopkinton LNG Corp. Cambridge, Massachusetts
(Operates an LNG facility
with Commonwealth Gas Company
being its primary customer)
All of the previously listed subsidiaries are wholly-owned.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies is included in Exhibit C attached
hereto.
<PAGE>
<PAGE 3>
COMMONWEALTH ENERGY SYSTEM
3. Reference is made to Exhibit D attached hereto for a description of sales
and purchases of electricity and gas.
This statement consists of pages numbered 1, 2, 3 and 4 inclusive,
together with the following exhibits:
Exhibit A - Financial Statements (Should be read in conjunction
with the Annual Report on Form 10-K filed with the
Securities and Exchange Commission.)
Exhibit B - Financial Data Schedule
Exhibit C - Description of Properties
Exhibit D - Sales and Purchases of Electricity and Gas
<PAGE>
<PAGE 4>
COMMONWEALTH ENERGY SYSTEM
SIGNATURES
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 1st day of March,
1999.
COMMONWEALTH ENERGY SYSTEM
By JAMES D. RAPPOLI
James D. Rappoli,
Financial Vice
President and
Treasurer
SEAL
Attest
MICHAEL P. SULLIVAN
Michael P. Sullivan,
Vice President,
Secretary and
General Counsel
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
James D. Rappoli Financial Vice President
(Name) and Treasurer
(Title)
One Main Street, Cambridge, Massachusetts 02142-9150
(Address)
<PAGE>
<PAGE 5>
INDEX TO
EXHIBIT A
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
INDEX TO FINANCIAL STATEMENTS
Exhibit Description
A - 1 Consolidating Statement of Income for the
Twelve Months Ended December 31, 1998 Pages 1 - 6
A - 2 Eliminations and Reclassifications to
Consolidating Statement of Income for
the Twelve Months Ended December 31, 1998
Summary Pages 1 - 3
Detail Pages 4 - 8
A - 3 Consolidating Statement of Retained
Earnings for the Twelve Months Ended
December 31, 1998 Pages 1 - 6
A - 4 Consolidating Balance Sheet -
December 31, 1998
Assets Pages 1 - 6
Capitalization and Liabilities Pages 7 - 12
Note to Consolidating Balance Sheet Page 13
A - 5 Eliminations and Reclassifications to
Consolidating Balance Sheet -
December 31, 1998
Summary Pages 1 - 3
Detail Pages 3 - 6
<PAGE>
<PAGE 6>
EXHIBIT A-1
PAGE 1 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Eliminations
and Reclass-
Consolidated ifications Total
OPERATING REVENUES:
Electric $ 636,563 $112,760 $ 749,323
Gas 306,099 133 306,232
Steam 21,707 - 21,707
Other 15,746 61,537 77,283
980,115 174,430 1,154,545
OPERATING EXPENSES:
Fuel used in electric and steam
production, principally oil 107,066 (74) 106,992
Electricity purchased for resale 228,920 107,316 336,236
Cost of gas sold 163,701 9,834 173,535
Other operation 235,426 57,428 292,854
Maintenance 39,864 - 39,864
Depreciation 60,997 - 60,997
Taxes -
Local property 20,879 - 20,879
Federal and state income -
Current 43,791 - 43,791
Deferred (13,815) - (13,815)
Investment tax credits, net (3,723) - (3,723)
Payroll and other 8,149 - 8,149
891,255 174,504 1,065,759
OPERATING INCOME (LOSS) 88,860 (74) 88,786
OTHER INCOME (EXPENSE):
Equity in earnings of subsidiaries - 243,894 243,894
Interest - subsidiaries - 2,912 2,912
Other, net 12,453 913 13,366
12,453 247,719 260,172
TOTAL INCOME 101,313 247,645 348,958
INTEREST CHARGES:
Long-term debt 37,435 - 37,435
Intercompany advances - 3,751 3,751
Other interest charges 9,474 - 9,474
46,909 3,751 50,660
NET INCOME (LOSS) $ 54,404 $243,894 $ 298,298
<PAGE>
<PAGE 7>
EXHIBIT A-1
PAGE 2 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Cambridge
Commonwealth Electric
Energy Subsidiaries Light
System Combined Company
OPERATING REVENUES:
Electric $ - $ 749,323 $118,707
Gas - 306,232 -
Steam - 21,707 -
Other - 77,283 -
- 1,154,545 118,707
OPERATING EXPENSES:
Fuel used in electric and steam
production, principally oil - 106,992 2,602
Electricity purchased for resale - 336,236 59,387
Cost of gas sold - 173,535 -
Other operation 1,583 291,271 28,414
Maintenance - 39,864 3,439
Depreciation - 60,997 7,871
Taxes -
Local property - 20,879 2,828
Federal and state income -
Current (2,083) 45,874 23,298
Deferred 71 (13,886) (19,391)
Investment tax credits, net - (3,723) (484)
Payroll and other (77) 8,226 775
(506) 1,066,265 108,739
OPERATING INCOME (LOSS) 506 88,280 9,968
OTHER INCOME (EXPENSE):
Equity in earnings of subsidiaries 243,894 - -
Interest - subsidiaries 2,912 - -
Other, net (187,781) 201,147 2,236
59,025 201,147 2,236
TOTAL INCOME 59,531 289,427 12,204
INTEREST CHARGES:
Long-term debt 2,447 34,988 1,442
Intercompany advances - 3,751 329
Other interest charges 2,680 6,794 1,612
5,127 45,533 3,383
NET INCOME (LOSS) $ 54,404 $ 243,894 $ 8,821
<PAGE>
<PAGE 8>
EXHIBIT A-1
PAGE 3 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/
Canal Energy Energy Energy
Electric Acushnet Cambridge Freetown
Company Realty Realty Realty
OPERATING REVENUES:
Electric $181,833 $ - $ - $ -
Gas - - - -
Steam - - - -
Other - 191 - -
181,833 191 - -
OPERATING EXPENSES:
Fuel used in electric and steam
production, principally oil 89,569 - - -
Electricity purchased for resale 551 - - -
Cost of gas sold - - - -
Other operation 26,426 28 13 550
Maintenance 12,468 - - -
Depreciation 20,547 - - -
Taxes -
Local property 2,510 27 2 130
Federal and state income -
Current 18,381 52 (4) (258)
Deferred (7,674) (24) - (38)
Investment tax credits, net (2,539) - - -
Payroll and other 732 - - -
160,971 83 11 384
OPERATING INCOME (LOSS) 20,862 108 (11) (384)
OTHER INCOME (EXPENSE):
Equity in earnings of subsidiaries - - - -
Interest - subsidiaries - - - -
Other, net 186,523 11 3 -
186,523 11 3 -
TOTAL INCOME 207,385 119 (8) (384)
INTEREST CHARGES:
Long-term debt 7,854 - - -
Intercompany advances 57 - - 169
Other interest charges 357 - - -
8,268 - - 169
NET INCOME (LOSS) $199,117 $ 119 $ (8) $ (553)
<PAGE>
<PAGE 9>
EXHIBIT A-1
PAGE 4 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ Common-
COM/Energy Energy Energy wealth
Research Services Steam Electric
Park Realty Company Company Company
OPERATING REVENUES:
Electric $ - $ - $ - $424,999
Gas - - - -
Steam - - 13,754 -
Other 863 51,703 - -
863 51,703 13,754 424,999
OPERATING EXPENSES:
Fuel used in electric and steam
production, principally oil - - 6,581 -
Electricity purchased for resale - - - 263,087
Cost of gas sold - - - -
Other operation 947 50,541 4,368 83,137
Maintenance - - 528 11,458
Depreciation - - 318 18,009
Taxes -
Local property 147 - 88 6,413
Federal and state income -
Current (1,570) (207) 710 (4,657)
Deferred 296 454 12 14,285
Investment tax credits, net - - (4) (472)
Payroll and other - 862 37 2,391
(180) 51,650 12,638 393,651
OPERATING INCOME (LOSS) 1,043 53 1,116 31,348
OTHER INCOME (EXPENSE):
Equity in earnings of subsidiaries - - - -
Interest - subsidiaries - - - -
Other, net 8,967 (11) 25 64
8,967 (11) 25 64
TOTAL INCOME 10,010 42 1,141 31,412
INTEREST CHARGES:
Long-term debt - - - 13,253
Intercompany advances 39 - 22 426
Other interest charges 56 - - 2,624
95 - 22 16,303
NET INCOME (LOSS) $ 9,915 $ 42 $ 1,119 $ 15,109
<PAGE>
<PAGE 10>
EXHIBIT A-1
PAGE 5 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Common-
wealth Darvel Hopkinton
Gas Realty LNG
Company Trust Corp.
OPERATING REVENUES:
Electric $ - $ - $ -
Gas 289,083 - -
Steam - - -
Other - 891 9,834
289,083 891 9,834
OPERATING EXPENSES:
Fuel used in electric and steam
production, principally oil - - -
Electricity purchased for resale - - -
Cost of gas sold 157,552 - -
Other operation 70,453 1,441 6,253
Maintenance 10,036 - -
Depreciation 10,979 - 1,514
Taxes -
Local property 6,162 - 537
Federal and state income -
Current 12,498 (164) 738
Deferred (2,764) 389 (332)
Investment tax credits, net (197) - (27)
Payroll and other 2,905 - 11
267,624 1,666 8,694
OPERATING INCOME (LOSS) 21,459 (775) 1,140
OTHER INCOME (EXPENSE):
Equity in earnings of subsidiaries - - -
Interest - subsidiaries - - -
Other, net 2,801 780 14
2,801 780 14
TOTAL INCOME 24,260 5 1,154
INTEREST CHARGES:
Long-term debt 8,721 - 553
Intercompany advances 131 - 54
Other interest charges 2,139 5 1
10,991 5 608
NET INCOME (LOSS) $ 13,269 $ - $ 546
<PAGE>
<PAGE 11>
EXHIBIT A-1
PAGE 6 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/
Advanced Energy Energy Energy
Energy Re- Market- Tech-
Systems, sources, ing, nologies,
Inc. Inc. Inc. Inc.
OPERATING REVENUES:
Electric $14,046 $ - $ 9,738 $ -
Gas - - 17,149 -
Steam 7,953 - - -
Other 12,187 - - 1,614
34,186 - 26,887 1,614
OPERATING EXPENSES:
Fuel used in electric and steam
production, principally oil 8,240 - - -
Electricity purchased for resale 3,499 - 9,712 -
Cost of gas sold - - 15,983 -
Other operation 9,640 5 3,054 6,001
Maintenance 1,935 - - -
Depreciation 1,637 - - 122
Taxes -
Local property 2,035 - - -
Federal and state income -
Current (553) 32 (768) (1,654)
Deferred 897 (40) 36 8
Investment tax credits, net - - - -
Payroll and other 306 - 79 128
27,636 (3) 28,096 4,605
OPERATING INCOME (LOSS) 6,550 3 (1,209) (2,991)
OTHER INCOME (EXPENSE):
Equity in earnings of subsidiaries - - - -
Interest - subsidiaries - - - -
Other, net (265) 5 (8) 2
(265) 5 (8) 2
TOTAL INCOME 6,285 8 (1,217) (2,989)
INTEREST CHARGES:
Long-term debt 3,165 - - -
Intercompany advances 2,283 - 168 73
Other interest charges - - - -
5,448 - 168 73
NET INCOME (LOSS) $ 837 $ 8 $(1,385) $ (3,062)
<PAGE>
<PAGE 12>
EXHIBIT A-2
PAGE 1 of 8
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
SUMMARY OF ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
ENTRY NUMBER (See Pages 4-8 for detail)
TOTAL 1 2 3 4 5
STATEMENT OF INCOME CAPTION
OPERATING REVENUES:
Electric $112,760 $71,309 $ 3,667 $36,726 $ - $ 1,002
Gas 133 - - - 133 -
Other 61,537 - - - - -
OPERATING EXPENSES:
Fuel used in electric
and steam production (74) - - - 133 -
Electricity purchased
for resale 107,316 70,283 561 36,472 - -
Cost of gas sold 9,834 - - - - -
Other operation 57,428 1,026 3,106 254 - 1,002
OTHER INCOME:
Equity in earnings of
subsidiaries 243,894 - - - - -
Interest - subsidiaries 2,912 - - - - -
Other, net 913 - - - - -
INTEREST CHARGES:
Intercompany advances 3,751 - - - - -
Other interest charges - - - - - -
NET INCOME $243,894
<PAGE>
<PAGE 13>
EXHIBIT A-2
PAGE 2 of 8
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
SUMMARY OF ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
ENTRY NUMBER (See Pages 4-8 for detail)
6 7 8 9 10 11
STATEMENT OF INCOME CAPTION
OPERATING REVENUES:
Electric $ - $ - $ - $ - $ 56 $ -
Gas - - - - - -
Other 51,703 - - - - -
OPERATING EXPENSES:
Fuel used in electric
and steam production - - - - - (207)
Electricity purchased
for resale - - - - - -
Cost of gas sold - - - - - -
Other operation 51,703 - - - 56 207
OTHER INCOME:
Equity in earnings of
subsidiaries - 243,894 - - - -
Interest - subsidiaries - - 2,912 - - -
Other, net - - - 839 - -
INTEREST CHARGES:
Intercompany advances - - 2,912 839 - -
Other interest charges - - - - - -
NET INCOME $243,894
<PAGE>
<PAGE 14>
EXHIBIT A-2
PAGE 3 of 8
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
SUMMARY OF ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
ENTRY NUMBER (See Pages 4-8 for detail)
12 13
STATEMENT OF INCOME CAPTION
OPERATING REVENUES:
Electric $ - $ -
Gas - -
Other - 9,834
OPERATING EXPENSES:
Fuel used in electric
and steam production - -
Electricity purchased
for resale - 9,834
Cost of gas sold - -
Other operation 74 -
OTHER INCOME:
Equity in earnings of
subsidiaries - -
Interest - subsidiaries - -
Other, net 74 -
INTEREST CHARGES:
Intercompany advances - -
Other interest charges - -
NET INCOME
<PAGE>
<PAGE 15>
EXHIBIT A-2
PAGE 4 of 8
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
No. 1
OPERATING REVENUES:
Electric $71,309
OPERATING EXPENSES:
Electricity purchased for resale $70,283
Other operation 1,026
To eliminate intercompany sales of electricity as follows:
OPERATING EXPENSES
OPERATING Electricity
REVENUES Purchased Other
Electric for Resale Operation
Canal Electric Company $70,283 $ - $ -
Cambridge Electric Light Company - 14,014 -
Commonwealth Electric Company - 56,269 -
Commonwealth Electric Company 1,026 - -
Canal Electric Company - - 914
Commonwealth Gas Company - - 112
$71,309 $70,283 $ 1,026
No. 2
OPERATING REVENUES:
Electric $ 3,667
OPERATING EXPENSES:
Electricity purchased for resale $ 561
Other operation 3,106
To eliminate electricity purchased from third parties by Canal
Electric Company, acting as agent for Commonwealth Electric
Company and Cambridge Electric Light Company, including related
transmission costs.
<PAGE>
<PAGE 16>
EXHIBIT A-2
PAGE 5 of 8
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
No. 3
OPERATING REVENUES:
Electric $36,726
OPERATING EXPENSES:
Electricity purchased for resale $36,472
Other operation 254
To eliminate intercompany sales of electricity, including transmission costs,
by Canal Electric Company to Commonwealth Electric Company
($29,403,000) and Cambridge Electric Light Company ($7,323,000)
from the Seabrook nuclear power plant.
No. 4
OPERATING REVENUES:
Gas $ 133
OPERATING EXPENSES:
Fuel used in electric and steam production $ 133
To eliminate intercompany end-user transportation charges by
Commonwealth Gas Company to Cambridge Electric Light Company
No. 5
OPERATING REVENUES:
Electric $ 1,002
OPERATING EXPENSES:
Other operation $ 1,002
To eliminate intercompany rents billed by Commonwealth Electric
Company to Cambridge Electric Light Company and Canal
Electric Company.
No. 6
OPERATING REVENUES:
Other $51,703
OPERATING EXPENSES:
Other operation $51,703
To eliminate intercompany billing by COM/Energy Services Company
to the other subsidiaries.
<PAGE>
<PAGE 17>
EXHIBIT A-2
PAGE 6 of 8
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
No. 7
OTHER INCOME:
Equity in earnings of subsidiaries $243,894
RETAINED EARNINGS $243,894
To eliminate Commonwealth Energy System's equity in 1998
earnings (losses) of subsidiaries as follows:
Cambridge Electric Light Company $ 8,821
Canal Electric Company 199,117
COM/Energy Acushnet Realty 119
COM/Energy Cambridge Realty (8)
COM/Energy Freetown Realty (553)
COM/Energy Research Park Realty 9,915
COM/Energy Services Company 42
COM/Energy Steam Company 1,119
Commonwealth Electric Company 15,109
Commonwealth Gas Company 13,269
Hopkinton LNG Corp. 546
Advanced Energy Systems, Inc. 837
COM/Energy Resources, Inc. 8
COM/Energy Marketing, Inc. (1,385)
COM/Energy Technologies, Inc. (3,062)
$243,894
No. 8
OTHER INCOME:
Interest - subsidiaries $ 2,912
INTEREST CHARGES:
Intercompany advances $ 2,912
To eliminate interest income of Commonwealth Energy System
from subsidiaries as follows:
Advanced Energy Systems, Inc. $2,283
COM/Energy Freetown Realty 169
COM/Energy Marketing, Inc. 168
COM/Energy Technologies, Inc. 73
Commonwealth Electric Company 63
Hopkinton LNG Corp. 54
COM/Energy Research Park Realty 39
Cambridge Electric Light Company 35
COM/Energy Steam Company 22
Canal Electric Company 5
Commonwealth Gas Company 1
$2,912
<PAGE>
<PAGE 18>
EXHIBIT A-2
PAGE 7 of 8
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
No. 9
OTHER INCOME:
Other, net $ 839
INTEREST CHARGES:
Intercompany advances $ 839
To eliminate intercompany interest income and expense as follows:
Income Expense
Darvel Realty Trust $ 428 $ -
COM/Energy Research Park Realty 272 -
Commonwealth Gas Company 51 130
COM/Energy Steam Company 24 -
Advanced Energy Systems, Inc. 16 -
Canal Electric Company 15 52
COM/Energy Acushnet Realty 11 -
Cambridge Electric Light Company 8 294
Hopkinton LNG Corp. 7 -
COM Energy Marketing, Inc. 3 -
COM/Energy Technologies, Inc. 2 -
COM/Energy Resources, Inc. 1 -
COM/Energy Cambridge Realty 1 -
Commonwealth Electric Company - 363
$ 839 $ 839
No. 10
OPERATING REVENUES:
Electric $ 56
OPERATING EXPENSES:
Other operation $ 56
To eliminate intercompany billing of fixed charges on a transformer
by Canal Electric Company to Commonwealth Electric Company.
No. 11
OPERATING EXPENSES:
Fuel used in electric and steam production $ 207
OPERATING EXPENSES:
Other operation $ 207
To eliminate intercompany billing for operating expenses from
Cambridge Electric Light Company to COM/Energy Steam Company.
No. 12
OTHER INCOME:
Other, net $ 74
OPERATING EXPENSES:
Other operation $ 74
To eliminate intercompany rent billed by Cambridge Electric Light
Company to COM/Energy Steam Company.
<PAGE>
<PAGE 19>
EXHIBIT A-2
PAGE 8 of 8
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(Dollars in Thousands)
No. 13
OPERATING REVENUES:
Other $9,834
OPERATING EXPENSES:
Cost of Gas Sold $9,834
To eliminate intercompany billing by Hopkinton LNG Corp. to Commonwealth
Gas Company.
<PAGE>
<PAGE 20>
EXHIBIT A-3
PAGE 1 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Eliminations
and Reclass-
Consolidated ifications Total
Balance at December 31, 1997 $275,795 $ 91,669 $367,464
Add-
Net income for the year 54,404 243,894 298,298
330,199 335,563 665,762
Deduct-
Cash dividends-
System-
Common shares 34,928 - 34,928
Preferred shares 930 - 930
Subsidiaries-
Common stock - 46,828 46,828
35,858 46,828 82,685
Balance at December 31, 1998 $294,341 $288,735 $583,076
<PAGE>
<PAGE 21>
EXHIBIT A-3
PAGE 2 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Cambridge
Commonwealth Electric
Energy Subsidiaries Light
System Combined Company
Balance at December 31, 1997 $275,795 $ 91,669 $ 11,607
Add-
Net income for the year 54,404 243,894 8,821
330,199 335,563 20,428
Deduct-
Cash dividends-
System-
Common shares 34,928 - -
Preferred shares 930 - -
Subsidiaries-
Common stock - 46,828 4,246
35,858 46,828 4,246
Balance at December 31, 1998 $294,341 $288,735 $ 16,182
<PAGE>
<PAGE 22>
EXHIBIT A-3
PAGE 3 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Canal COM/Energy COM/Energy COM/Energy
Electric Acushnet Cambridge Freetown
Company Realty Realty Realty
Balance at December 31, 1997 $ 53,130 $ 375 $ 13 $(21,315)
Add-
Net income for the year 199,117 119 (8) (553)
252,247 494 5 (21,868)
Deduct-
Cash dividends-
System-
Common shares - - - -
Preferred shares - - - -
Subsidiaries-
Common stock 10,282 - - -
10,282 - - -
Balance at December 31, 1998 $241,965 $ 494 $ 5 $(21,868)
<PAGE>
<PAGE 23>
EXHIBIT A-3
PAGE 4 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Common-
COM/Energy COM/Energy COM/Energy wealth
Research Services Steam Electric
Park Realty Company Company Company
Balance at December 31, 1997 $ 582 $ (42) $ 959 $31,993
Add-
Net income for the year 9,915 42 1,119 15,109
10,497 - 2,078 47,102
Deduct-
Cash dividends-
System-
Common shares - - - -
Preferred shares - - - -
Subsidiaries-
Common stock 9,000 - 765 10,118
9,000 - 765 10,118
Balance at December 31, 1998 $ 1,497 $ - $ 1,313 $36,984
<PAGE>
<PAGE 24>
EXHIBIT A-3
PAGE 5 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Common-
wealth Darvel Hopkinton
Gas Realty LNG
Company Trust Corp.
Balance at December 31, 1997 $ 16,871 $ (250) $ 382
Add-
Net income for the year 13,269 - 546
30,140 (250) 928
Deduct-
Cash dividends-
System-
Common shares - - -
Preferred shares - - -
Subsidiaries-
Common stock 12,142 - 275
12,142 - 275
Balance at December 31, 1998 $ 17,998 $ (250) $ 653
<PAGE>
<PAGE 25>
EXHIBIT A-3
PAGE 6 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/
Advanced Energy Energy Energy
Energy Re- Market- Tech-
Systems, sources, ing, nologies,
Inc. Inc. Inc. Inc.
Balance at December 31, 1997 $ (903) $ (59) $ (759) $ (915)
Add-
Net income for the year 837 8 (1,385) (3,062)
(66) (51) (2,144) (3,977)
Deduct-
Cash dividends-
System-
Common shares - - - -
Preferred shares - - - -
Subsidiaries-
Common stock - - - -
- - - -
Balance at December 31, 1998 $ (66) $ (51) $ (2,144) $ (3,977)
<PAGE>
<PAGE 26>
EXHIBIT A-4
PAGE 1 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - ASSETS
DECEMBER 31, 1998
(Dollars in Thousands)
Eliminations
and Reclass-
Consolidated ifications Total
PROPERTY, PLANT AND EQUIPMENT,
at original cost:
Electric $ 961,462 - $961,462
Gas 392,135 - 392,135
Other 115,558 286 115,844
Leased property, net 12,322 - 12,322
1,481,477 286 1,481,763
Less: Accumulated depreciation
and amortization 462,153 - 462,153
Net Property, Plant and Equipment 1,019,324 286 1,019,610
INVESTMENTS:
Restricted cash - long-term 172,239 (172,239) -
Equity in common stock and earnings
of subsidiary companies - 704,506 704,506
Advances to associate companies - 80,185 80,185
Equity in corporate joint ventures-
Nuclear electric power companies
(2.5% to 4.5%) 10,391 - 10,391
Other, at cost 3,640 - 3,640
186,270 612,452 798,722
CURRENT ASSETS:
Cash 74,840 193,333 268,173
Restricted cash 21,094 (21,094) -
Accounts receivable:
Affiliated companies - 232,960 232,960
Other 131,148 - 131,148
Reserve for uncollectible accounts (9,084) - (9,084)
Unbilled revenues 21,211 - 21,211
Inventories, at average cost-
Materials and supplies 7,833 - 7,833
Natural gas 24,519 - 24,519
Electric production fuel oil 572 - 572
Prepaid property taxes 8,112 - 8,112
Prepaid income taxes - 17,197 17,197
Other 5,466 86 5,552
Total Current Assets 285,711 422,482 708,193
DEFERRED CHARGES:
Regulatory assets 210,628 - 210,628
Intangible asset 29,685 - 29,685
Deferred tax asset 9,022 108,868 117,890
Other 22,248 - 22,248
Total Deferred Charges 271,583 108,868 380,451
TOTAL $1,762,888 $1,144,088 $2,906,976
<PAGE>
<PAGE 27>
EXHIBIT A-4
PAGE 2 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - ASSETS
DECEMBER 31, 1998
(Dollars in Thousands)
Cambridge
Commonwealth Electric
Energy Subsidiaries Light
System Combined Company
PROPERTY, PLANT AND EQUIPMENT,
at original cost:
Electric $ - $ 961,462 $ 134,537
Gas - 392,135 -
Other - 115,844 7,042
Leased property, net - 12,322 -
- 1,481,763 141,579
Less: Accumulated depreciation
and amortization - 462,153 47,179
Net Property, Plant and Equipment - 1,019,610 94,400
INVESTMENTS:
Restricted cash - long-term - - -
Equity in common stock and earnings
of subsidiary companies 704,506 - -
Advances to associate companies 9,010 71,175 27,450
Equity in corporate joint ventures-
Nuclear electric power companies
(2.5% to 4.5%) - 10,391 9,906
Other, at cost - 3,640 5
713,516 85,206 37,361
CURRENT ASSETS:
Cash 9 268,164 778
Restricted cash - - -
Accounts receivable:
Affiliated companies 7,709 225,251 10,745
Other - 131,148 11,213
Reserve for uncollectible accounts - (9,084) (465)
Unbilled revenues - 21,211 3,489
Inventories, at average cost-
Materials and supplies - 7,833 717
Natural gas - 24,519 -
Electric production fuel oil - 572 35
Prepaid property taxes - 8,112 1,410
Prepaid income taxes 3,170 14,027 -
Other 30 5,522 324
Total Current Assets 10,918 697,275 28,246
DEFERRED CHARGES:
Regulatory assets - 210,628 70,372
Intangible asset - 29,685 -
Deferred tax asset - 117,890 10,687
Other 194 22,054 536
Total Deferred Charges 194 380,257 81,595
TOTAL $ 724,628 $2,182,348 $ 241,602
<PAGE>
<PAGE 28>
EXHIBIT A-4
PAGE 3 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - ASSETS
DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/
Canal Energy Energy Energy
Electric Acushnet Cambridge Freetown
Company Realty Realty Realty
PROPERTY, PLANT AND EQUIPMENT,
at original cost:
Electric $257,904 $ - $ - $ -
Gas - - - -
Other 9 553 3 2 932
Leased property, net 11,119 - - -
269,032 553 3 2 932
Less: Accumulated depreciation
and amortization 77,081 - - -
Net Property, Plant and Equipment 191,951 553 3 2 932
INVESTMENTS:
Restricted cash - long-term - - - -
Equity in common stock and earnings
of subsidiary companies - - - -
Advances to associate companies 42,235 230 15 -
Equity in corporate joint ventures-
Nuclear electric power companies
(2.5% to 4.5%) - - - -
Other, at cost 2,800 - - -
Total Investments 45,035 230 15 -
CURRENT ASSETS:
Cash 258,944 9 11 12
Restricted cash - - - -
Accounts receivable:
Affiliated companies 13,642 - - -
Other 9,736 59 - -
Reserve for uncollectible accounts - - - -
Unbilled revenues 659 - - -
Inventories, at average cost-
Materials and supplies 1,268 - - -
Natural gas - - - -
Electric production fuel oil - - - -
Prepaid property taxes - 15 1 67
Prepaid income taxes - 1 2 2
Other 884 2 1 9
Total Current Assets 285,133 86 15 90
DEFERRED CHARGES:
Regulatory assets 18,745 - - -
Intangible asset - - - -
Deferred tax asset - - - 3,780
Other 5,840 - - 11
Total Deferred Charges 24,585 - - 3,791
TOTAL $546,704 $ 869 $ 33 $ 6,813
<PAGE>
<PAGE 29>
EXHIBIT A-4
PAGE 4 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - ASSETS
DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/ Common-
Energy Energy Energy wealth
Research Services Steam Electric
Park Realty Company Company Company
PROPERTY, PLANT AND EQUIPMENT,
at original cost:
Electric $ - $ - $ - $569,021
Gas - - - -
Other - 251 8,287 -
Leased property, net - 1,203 - -
- 1,454 8,287 569,021
Less: Accumulated depreciation
and amortization - 251 4,860 182,345
Net Property, Plant and Equipment - 1,203 3,427 386,676
INVESTMENTS:
Restricted cash - long-term - - - -
Equity in common stock and earnings
of subsidiary companies - - - -
Advances to associate companies - - 310 -
Equity in corporate joint ventures-
Nuclear electric power companies
(2.5% to 4.5%) - - - 485
Other, at cost - - - 14
- - 310 499
CURRENT ASSETS:
Cash 7 1,019 11 3,584
Restricted cash - - - -
Accounts receivable:
Affiliated companies 28 5,182 85 185,826
Other 55 128 1,637 41,183
Reserve for uncollectible accounts - - - (1,069)
Unbilled revenues - - 609 6,096
Inventories, at average cost-
Materials and supplies - - 6 2,669
Natural gas - - - -
Electric production fuel oil - - - -
Prepaid property taxes - - 43 3,153
Prepaid income taxes 2,975 - 74 5,195
Other 49 455 42 1,192
Total Current Assets 3,114 6,784 2,507 247,829
DEFERRED CHARGES:
Regulatory assets - - - 101,895
Intangible asset - - - -
Deferred tax asset - 3,867 - 30,838
Other - 3,021 32 1,618
Total Deferred Charges - 6,888 32 134,351
TOTAL $ 3,114 $ 14,875 $ 6,276 $769,355
<PAGE>
<PAGE 30>
EXHIBIT A-4
PAGE 5 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - ASSETS
DECEMBER 31, 1998
(Dollars in Thousands)
Common-
wealth Darvel Hopkinton
Gas Realty LNG
Company Trust Corp.
PROPERTY, PLANT AND EQUIPMENT,
at original cost:
Electric $ - $ - $ -
Gas 392,135 - -
Other 1,543 1,777 43,090
Leased property, net - - -
393,678 1,777 43,090
Less: Accumulated depreciation
and amortization 120,811 - 27,820
Net Property, Plant and Equipment 272,867 1,777 15,270
INVESTMENTS:
Restricted cash - long-term - - -
Equity in common stock and earnings
of subsidiary companies - - -
Advances to associate companies - 930 -
Equity in corporate joint ventures-
Nuclear electric power companies
(2.5% to 4.5%) - - -
Other, at cost 9 - -
9 930 -
CURRENT ASSETS:
Cash 427 4 8
Restricted cash - - -
Accounts receivable:
Affiliated companies 785 7,650 1,271
Other 41,302 5,228 -
Reserve for uncollectible accounts (2,346) (5,204) -
Unbilled revenues 10,358 - -
Inventories, at average cost-
Materials and supplies 1,366 - -
Natural gas 24,519 - -
Electric production fuel oil - - -
Prepaid property taxes 3,135 - 288
Prepaid income taxes 5,034 - -
Other 874 150 335
Total Current Assets 85,454 7,828 1,902
DEFERRED CHARGES:
Regulatory assets 19,616 - -
Intangible asset - - -
Deferred tax asset - - -
Other 5,298 106 7
Total Deferred Charges 24,914 106 7
TOTAL $383,244 $ 10,641 $ 17,179
<PAGE>
<PAGE 31>
EXHIBIT A-4
PAGE 6 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - ASSETS
DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/
Advanced Energy Energy Energy
Energy Re- Market- Tech-
Systems, sources, ing, nologies,
Inc. Inc. Inc. Inc.
PROPERTY, PLANT AND EQUIPMENT,
at original cost:
Electric $ - $ - $ - $ -
Gas - - - -
Other 47,268 - 117 2,972
Leased property, net - - - -
47,268 - 117 2,972
Less: Accumulated depreciation
and amortization 1,637 - - 169
Net Property, Plant and Equipment 45,631 - 117 2,803
INVESTMENTS:
Restricted cash - long-term - - - -
Equity in common stock and earnings
of subsidiary companies - - - -
Advances to associate companies - 5 - -
Equity in corporate joint ventures-
Nuclear electric power companies
(2.5% to 4.5%) - - -
Other, at cost 12 - - 800
12 5 - 800
CURRENT ASSETS:
Cash 3,334 4 8 4
Restricted cash - - - -
Accounts receivable:
Affiliated companies 23 - 10 4
Other 12,635 - 6,782 1,190
Reserve for uncollectible accounts - - - -
Unbilled revenues - - - -
Inventories, at average cost-
Materials and supplies - - - 1,807
Natural gas - - - -
Electric production fuel oil 537 - - -
Prepaid property taxes - - - -
Prepaid income taxes 603 - 141 -
Other 884 1 56 264
Total Current Assets 18,016 5 6,997 3,269
DEFERRED CHARGES:
Regulatory Assets - - - -
Intangible asset 29,685 - - -
Deferred tax asset 68,678 40 - -
Other 2,625 - 128 2,832
Total Deferred Charges 100,988 40 128 2,832
TOTAL $ 164,647 $ 50 $ 7,242 $ 9,704
<PAGE>
<PAGE 32>
EXHIBIT A-4
PAGE 7 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - CAPITALIZATION AND LIABILITIES
DECEMBER 31, 1998
(Dollars in Thousands)
Eliminations
and Reclass-
Consolidated ifications Total
CAPITALIZATION:
Common Shares - Commonwealth Energy
System $2 par value, 21,540,550
shares outstanding (8,766 shares
issued during 1998) $ 43,081 $ - $ 43,081
Subsidiaries - 251,594 251,594
Amounts paid in excess of par value 112,170 164,575 276,745
Retained earnings 294,341 288,735 583,076
Total Common Share Equity 449,592 704,904 1,154,496
Redeemable Preferred Shares, $100 par
value, less current sinking fund
requirements:
Series A, 4.80%, 24,000 shares
authorized and outstanding 2,280 - 2,280
Series B, 8.10%, 36,800 shares
authorized and outstanding 3,520 - 3,520
Series C, 7.75%, 61,200 shares
authorized and outstanding 5,580 - 5,580
Long-Term Debt, including premiums,
less current sinking fund require-
ments and maturities 385,602 - 385,602
Total Capitalization 846,574 704,904 1,551,478
Capital Lease Obligations-Non Current 10,982 - 10,982
CURRENT LIABILITIES:
Interim Financing -
Notes payable to banks 2,000 - 2,000
Advances from affiliates - 80,185 80,185
Maturing long-term debt 49,000 - 49,000
Total Interim Financing 51,000 80,185 131,185
Other Current Liabilities -
Current sinking fund requirements 8,123 - 8,123
Accounts payable -
Affiliates - 232,960 232,960
Other 106,952 - 106,952
Dividends declared 8,732 - 8,732
Customers' deposits 3,911 - 3,911
Accrued taxes -
Income 134,768 8,818 143,586
Local property and other 10,633 - 10,633
Accrued interest 5,213 86 5,299
Capital lease obligations 1,340 - 1,340
Other 49,211 - 49,211
Total Other Current Liabilities 328,883 241,864 570,747
Total Current Liabilities 379,883 322,049 701,932
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes - 117,135 117,135
Regulatory liabilities 375,207 - 375,207
Unamortized investment tax credits 21,616 - 21,616
Other 128,626 - 128,626
Total Deferred Credits and Reserves 525,449 117,135 642,584
TOTAL $1,762,888 $1,144,088 $2,906,976
<PAGE>
<PAGE 33>
EXHIBIT A-4
PAGE 8 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - CAPITALIZATION AND LIABILITIES
DECEMBER 31, 1998
(Dollars in Thousands)
Cambridge
Commonwealth Electric
Energy Subsidiaries Light
System Combined Company
CAPITALIZATION:
Common Shares - Commonwealth Energy
System $2 par value, 21,540,550
shares outstanding (8,766 shares
issued during 1998) $ 43,081 $ - $ -
Subsidiaries - 251,594 8,665
Amounts paid in excess of par value 112,170 164,575 27,953
Retained earnings 294,341 288,735 16,182
Total Common Share Equity 449,592 704,904 52,800
Redeemable Preferred Shares, $100 par
value, less current sinking fund
requirements:
Series A, 4.80%, 24,000 shares
authorized and outstanding 2,280 - -
Series B, 8.10%, 36,800 shares
authorized and outstanding 3,520 - -
Series C, 7.75%, 61,200 shares
authorized and outstanding 5,580 - -
Long-Term Debt, including premiums,
less current sinking fund require-
ments and maturities 20,000 365,602 7,301
Total Capitalization 480,972 1,070,506 60,101
Capital Lease Obligations-Non Current - 10,982 -
CURRENT LIABILITIES:
Interim Financing -
Notes payable to banks - 2,000 -
Advances from affiliates - 80,185 -
Maturing long-term debt 30,000 19,000 10,000
Total Interim Financing 30,000 101,185 10,000
Other Current Liabilities -
Current sinking fund requirements 820 7,303 100
Accounts payable -
Affiliates 201,051 31,909 2,818
Other 1,851 105,101 8,328
Dividends declared 8,732 - -
Customers' deposits - 3,911 378
Accrued taxes -
Income - 143,586 20,514
Local property and other - 10,633 1,468
Accrued interest 23 5,276 463
Capital lease obligations - 1,340 -
Other 151 49,060 4,326
Total Other Current Liabilities 212,628 358,119 38,395
Total Current Liabilities 242,628 459,304 48,395
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes - 117,135 -
Regulatory liabilities - 375,207 69,502
Unamortized investment tax credits - 21,616 1,274
Other 1,028 127,598 62,330
Total Deferred Credits and Reserves 1,028 641,556 133,106
TOTAL $ 724,628 $2,182,348 $ 241,602
<PAGE>
<PAGE 34>
EXHIBIT A-4
PAGE 9 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - CAPITALIZATION AND LIABILITIES
DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/
Canal Energy Energy Energy
Electric Acushnet Cambridge Freetown
Company Realty Realty Realty
CAPITALIZATION:
Common Shares - Commonwealth Energy
System $2 par value, 21,540,550
shares outstanding (8,766 shares
issued during 1998) $ - $ - $ - $ -
Subsidiaries 38,080 325 25 26,000
Amounts paid in excess of par value 8,321 - - -
Retained earnings 241,965 494 5 (21,868)
Total Common Share Equity 288,366 819 30 4,132
Redeemable Preferred Shares, $100 par
value, less current sinking fund
requirements:
Series A, 4.80%, 24,000 shares
authorized and outstanding - - - -
Series B, 8.10%, 36,800 shares
authorized and outstanding - - - -
Series C, 7.75%, 61,200 shares
authorized and outstanding - - - -
Long-Term Debt, including premiums,
less current sinking fund require-
ments and maturities - - - -
Total Capitalization 288,366 819 30 4,132
Capital Lease Obligations-Non Current 10,551 - - -
CURRENT LIABILITIES:
Interim Financing -
Notes payable to banks - - - -
Advances from affiliates - - - 2,255
Maturing long-term debt - - - -
Total Interim Financing - - - 2,255
Other Current Liabilities -
Current sinking fund requirements - - - -
Accounts payable -
Affiliates 8,678 2 1 21
Other 31,327 - - 20
Dividends declared - - - -
Customers' deposits - - - -
Accrued taxes -
Income 121,712 - - 1
Local property and other 30 42 1 67
Accrued interest - - - -
Capital lease obligations 568 - - -
Other 3,309 - - 317
Total Other Current Liabilities 165,624 44 2 426
Total Current Liabilities 165,624 44 2 2,681
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes 64,383 6 1 -
Regulatory liabilities - - - -
Unamortized investment tax credits 8,427 - - -
Other 9,353 - - -
Total Deferred Credits and Reserves 82,163 6 1 -
TOTAL $546,704 $ 869 $ 33 $ 6,813
<PAGE>
<PAGE 35>
EXHIBIT A-4
PAGE 10 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - CAPITALIZATION AND LIABILITIES
DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/ Common-
Energy Energy Energy wealth
Research Services Steam Electric
Park Realty Company Company Company
CAPITALIZATION:
Common Shares - Commonwealth Energy
System $2 par value, 21,540,550
shares outstanding (8,766 shares
issued during 1998) $ - $ - $ - $ -
Subsidiaries 350 325 2,550 51,099
Amounts paid in excess of par value - - - 97,112
Retained earnings 1,497 - 1,313 36,984
Total Common Share Equity 1,847 325 3,863 185,195
Redeemable Preferred Shares, $100 par
value, less current sinking fund
requirements:
Series A, 4.80%, 24,000 shares
authorized and outstanding - - - -
Series B, 8.10%, 36,800 shares
authorized and outstanding - - - -
Series C, 7.75%, 61,200 shares
authorized and outstanding - - - -
Long-Term Debt, including premiums,
less current sinking fund require-
ments and maturities - - - 143,651
Total Capitalization 1,847 325 3,863 328,846
Capital Lease Obligations-Non Current - 431 - -
CURRENT LIABILITIES:
Interim Financing -
Notes payable to banks - - - -
Advances from affiliates 860 - - 40,350
Maturing long-term debt - - - -
Total Interim Financing 860 - - 40,350
Other Current Liabilities -
Current sinking fund requirements - - - 3,553
Accounts payable -
Affiliates 5 236 1,818 14,159
Other - 948 322 26,370
Dividends declared - - - -
Customers' deposits - - - 2,206
Accrued taxes -
Income - 839 - -
Local property and other - 6 49 3,343
Accrued interest - - - 3,751
Capital lease obligations - 772 - -
Other - 510 19 20,484
Total Other Current Liabilities 5 3,311 2,208 73,866
Total Current Liabilities 865 3,311 2,208 114,216
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes 402 - 64 -
Regulatory liabilities - - - 297,693
Unamortized investment tax credits - - 26 6,224
Other - 10,808 115 22,376
Total Deferred Credits and Reserves 402 10,808 205 326,293
TOTAL $ 3,114 $ 14,875 $ 6,276 $769,355
<PAGE>
<PAGE 36>
EXHIBIT A-4
PAGE 11 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - CAPITALIZATION AND LIABILITIES
DECEMBER 31, 1998
(Dollars in Thousands)
Common-
wealth Darvel Hopkinton
Gas Realty LNG
Company Trust Corp.
CAPITALIZATION:
Common Shares - Commonwealth Energy
System $2 par value, 21,540,550
shares outstanding (8,766 shares
issued during 1998) $ - $ - $ -
Subsidiaries 71,425 1,700 50
Amounts paid in excess of par value 27,739 - 3,450
Retained earnings 17,998 (250) 653
Total Common Share Equity 117,162 1,450 4,153
Redeemable Preferred Shares, $100 par
value, less current sinking fund
requirements:
Series A, 4.80%, 24,000 shares
authorized and outstanding - - -
Series B, 8.10%, 36,800 shares
authorized and outstanding - - -
Series C, 7.75%, 61,200 shares
authorized and outstanding - - -
Long-Term Debt, including premiums,
less current sinking fund require-
ments and maturities 102,150 - -
Total Capitalization 219,312 1,450 4,153
Capital Lease Obligations-Non Current - - -
CURRENT LIABILITIES:
Interim Financing -
Notes payable to banks - - -
Advances from affiliates 30,825 - 165
Maturing long-term debt - - 9,000
Total Interim Financing 30,825 - 9,165
Other Current Liabilities -
Current sinking fund requirements 3,650 - -
Accounts payable -
Affiliates 3,393 27 27
Other 26,287 - 153
Dividends declared - - -
Customers' deposits 1,327 - -
Accrued taxes -
Income - 22 7
Local property and other 3,251 - 337
Accrued interest 1,057 - 5
Capital lease obligations - - -
Other 18,073 250 65
Total Other Current Liabilities 57,038 299 594
Total Current Liabilities 87,863 299 9,759
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes 40,767 8,892 2,584
Regulatory liabilities 8,012 - -
Unamortized investment tax credits 5,263 - 402
Other 22,027 - 281
Total Deferred Credits and Reserves 76,069 8,892 3,267
TOTAL $383,244 $ 10,641 $ 17,179
<PAGE>
<PAGE 37>
EXHIBIT A-4
PAGE 12 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - CAPITALIZATION AND LIABILITIES
DECEMBER 31, 1998
(Dollars in Thousands)
COM/ COM/ COM/
Advanced Energy Energy Energy
Energy Re- Market- Tech-
Systems, sources, ing, nologies,
Inc. Inc. Inc. Inc.
CAPITALIZATION:
Common Shares - Commonwealth Energy
System $2 par value, 21,540,550
shares outstanding (8,766 shares
issued during 1998) $ - $ - $ - $ -
Subsidiaries 42,200 100 1,200 7,500
Amounts paid in excess of par value - - - -
Retained earnings (66) (51) (2,144) (3,977)
Total Common Share Equity 42,134 49 (944) 3,523
Redeemable Preferred Shares, $100 par
value, less current sinking fund
requirements:
Series A, 4.80%, 24,000 shares
authorized and outstanding - - - -
Series B, 8.10%, 36,800 shares
authorized and outstanding - - - -
Series C, 7.75%, 61,200 shares
authorized and outstanding - - - -
Long-Term Debt, including premiums,
less current sinking fund require-
ments and maturities 112,500 - - -
Total Capitalization 154,634 49 (944) 3,523
Capital Lease Obligations-Non Current - - - -
CURRENT LIABILITIES:
Interim Financing -
Notes payable to banks 2,000 - - -
Advances from affiliates - - 3,440 2,290
Maturing long-term debt - - - -
Total Interim Financing 2,000 - 3,440 2,290
Other Current Liabilities -
Current sinking fund requirements - - - -
Accounts payable -
Affiliates 301 1 132 290
Other 3,833 - 4,494 3,019
Dividends declared - - - -
Customers' deposits - - - -
Accrued taxes -
Income - - - 491
Local property and other 2,035 - 6 (2)
Accrued interest - - - -
Capital lease obligations - - - -
Other 1,706 - 1 -
Total Other Current Liabilities 7,875 1 4,633 3,798
Total Current Liabilities 9,875 1 8,073 6,088
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes - - 36 -
Regulatory liabilities - - - -
Unamortized investment tax credits - - - -
Other 138 - 77 93
Total Deferred Credits and Reserves 138 - 113 93
TOTAL $164,647 $ 50 $ 7,242 $ 9,704
<PAGE>
<PAGE 38>
EXHIBIT A-4
PAGE 13 of 13
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
NOTE TO CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in Thousands)
Consolidated long-term debt, including Less Current
premiums, at December 31, 1998 is Sinking Fund
summarized as follows: Requirements
Amount and Current
Bonds, Mortgages and Similar Debt - Outstanding Maturities Net
Commonwealth Energy System -
10-Year 10.58% Senior Notes, Due 6/28/99 $ 10,000
2-Year Term Loan, variable rate
5.673% at 12/31/98, Due 7/01/00 40,000
50,000 $30,000 $20,000
Cambridge Electric Light Company -
30-Year 7 3/4% Notes, Series D, Due 6/1/02 2,401
7-Year 8.04% Notes, Series G, Due 3/1/99 10,000
15-Year 8.7% Notes, Series H, Due 3/1/07 5,000
17,401 10,100 7,301
Commonwealth Gas Company -
First Mortgage Bonds:
Series I, 8.99%, Due 12/1/01 10,800
Series J, 9.95%, Due 12/1/20 25,000
Series K, 7.11%, Due 12/30/33 35,000
Series L, 6.54%, Due 9/30/07 10,000
Series M, 7.04%, Due 9/30/17 25,000
105,800 3,650 102,150
Commonwealth Electric Company -
Notes:
15-Year, 9.50%, Due 12/1/04 7,500
18-Year, 9.55%, Due 12/1/07 10,000
25-Year, 9.53%, Due 12/1/14 10,000
30-Year, 9.60%, Due 12/1/19 10,000
10-Year, 7.43%, Due 1/1/03 15,000
15-Year, 7.70%, Due 1/1/08 10,000
20-Year, 7.98%, Due 1/1/13 25,000
30-Year, 8.47%, Due 1/1/23 15,000
Term Loans:
15-Year 9.30%, Due 1/1/02 29,967
25-Year 9.37%, Due 1/1/12 14,737
147,204 3,553 143,651
Advanced Energy Systems, Inc. -
23-Year 6.924% Senior Note, Due 8/26/21 112,500 - 112,500
Hopkinton LNG Corp. -
1-Year Term Loan, variable rate,
6.924% at 12/31/98, Due 12/29/99 9,000 9,000 -
$441,905 $56,303 $385,602
<PAGE>
<PAGE 39>
EXHIBIT A-5
PAGE 1 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
SUMMARY OF ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in Thousands)
ENTRY NUMBER
(See Pages 4, 5, and 6)
ASSETS Total 1 2
PROPERTY, PLANT AND EQUIPMENT:
Other $ 286 $ - $ -
INVESTMENTS:
Restricted cash - long-term (172,239) - -
Equity in common stock and earnings
of subsidiary companies 704,506 704,506 -
Advances to associate companies 80,185 - 80,185
612,452 704,506 80,185
CURRENT ASSETS:
Cash 193,333 - -
Restricted cash (21,094) - -
Accounts receivable -
affiliated companies 232,960 - 232,960
Prepaid income taxes 17,197 - -
Other 86 - -
422,482 - 232,960
DEFERRED CHARGES 108,868 - -
$1,144,088 $704,506 $313,145
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common Shares -
Subsidiaries $ 251,594 $251,594 $ -
Amounts paid in excess of par value 164,575 164,575 -
Retained earnings 288,735 288,337 -
Total Common Share Equity 704,904 704,506 -
CURRENT LIABILITIES:
Interim Financing -
Advances from associate companies 80,185 - 80,185
Other Current Liabilities -
Accounts payable - affiliate companies 232,960 - 232,960
Accrued taxes - income 8,818 - -
Accrued interest 86 - -
241,864 - 232,960
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes 117,135 - -
$1,144,088 $704,506 $313,145
<PAGE>
<PAGE 40>
EXHIBIT A-5
PAGE 2 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
SUMMARY OF ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in Thousands)
ENTRY NUMBER
(See Pages 4, 5, and 6)
ASSETS 3 4 5
PROPERTY, PLANT AND EQUIPMENT:
Other $ 286 $ - $ -
INVESTMENTS:
Restricted cash - long-term
Equity in common stock and earnings
of subsidiary companies - - -
Advances to associate companies - - -
- - -
CURRENT ASSETS:
Cash - - -
Restricted cash - - -
Accounts receivable -
affiliated companies - - -
Prepaid income taxes - 17,197 -
Other - - 86
- 17,197 86
DEFERRED CHARGES - 108,868 -
$ 286 $126,065 $ 86
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common Shares -
Subsidiaries $ - $ - $ -
Amounts paid in excess of par value - - -
Retained earnings 398 - -
Total Common Share Equity 398 - -
CURRENT LIABILITIES:
Interim Financing -
Advances from associate companies - - -
Other Current Liabilities -
Accounts payable - affiliated companies - - -
Accrued taxes - income - 8,818 -
Accrued interest - - 86
- 8,818 86
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes (112) 117,247 -
$ 286 $126,065 $ 86
<PAGE>
<PAGE 41>
EXHIBIT A-5
PAGE 3 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
SUMMARY OF ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in Thousands)
ENTRY NUMBER
(See Pages 4, 5, and 6)
ASSETS 6
PROPERTY, PLANT AND EQUIPMENT:
Other $ -
INVESTMENTS:
Restricted cash - long-term (172,239)
Equity in common stock and earnings
of subsidiary companies -
Advances to associate companies -
(172,239)
CURRENT ASSETS:
Cash 193,333
Restricted cash (21,094)
Accounts receivable -
affiliated companies -
Prepaid income taxes -
Other -
172,239
DEFERRED CHARGES -
$ -
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common Shares -
Subsidiaries $ -
Amounts paid in excess of par value -
Retained earnings -
Total Common Share Equity -
CURRENT LIABILITIES:
Interim Financing -
Advances from associate companies -
Other Current Liabilities -
Accounts payable - affiliated companies -
Accrued taxes - income -
Accrued interest -
-
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes -
$ -
<PAGE>
<PAGE 42>
EXHIBIT A-5
PAGE 4 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in Thousands)
No. 1
Common shares - subsidiaries $251,594
Amounts paid in excess of par value 164,575
Retained Earnings 288,337
INVESTMENTS - Equity in common stock and earnings
of subsidiaries $704,506
To eliminate Parent company investment in common stock and
earnings of subsidiary companies. Income of subsidiaries
recorded on equity accounting basis on Parent company
statements.
Common
Shares Amounts Paid System's
Par in Excess of Retained Equity in
Value Par Value Earnings Subsidiaries
Cambridge Electric Light Company $ 8,665 $ 27,953 $ 16,182 $ 52,800
Canal Electric Company 38,080 8,321 241,965 288,366
COM/Energy Acushnet Realty 325 - 494 819
COM/Energy Cambridge Realty 25 - 5 30
COM/Energy Freetown Realty 26,000 - (21,868) 4,132
COM/Energy Research Park Realty 350 - 1,497 1,847
COM/Energy Services Company 325 - - 325
COM/Energy Steam Company 2,550 - 1,313 3,863
Commonwealth Electric Company 51,099 97,112 36,984 185,195
Commonwealth Gas Company 71,425 27,739 17,998 117,162
Darvel Realty Trust 1,700 - (648) 1,052
Hopkinton LNG Corp. 50 3,450 653 4,153
Advanced Energy Systems, Inc. 42,200 - (66) 42,134
COM/Energy Resources, Inc. 100 - (51) 49
COM/Energy Marketing, Inc. 1,200 - (2,144) (944)
COM/Energy Technologies, Inc. 7,500 - (3,977) 3,523
$251,594 $164,575 $288,337 $704,506
No. 2
Advances from affiliates $ 80,185
Accounts payable - Affiliates 232,960
INVESTMENTS - Advances to affiliates $ 80,185
Accounts receivable - Affiliates 232,960
To eliminate intercompany accounts as follows:
<PAGE>
<PAGE 43>
EXHIBIT A-5
PAGE 5 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in Thousands)
Investments- Accounts Advances Accounts
Advances to Receivable- from Payable-
Affiliates Affiliates Affiliates Affiliates
Cambridge Electric Light Company $27,450 $ 10,745 $ - $ 2,818
Canal Electric Company 42,235 13,642 - 8,678
COM/Energy Acushnet Realty 230 - - 2
COM/Energy Freetown Realty - - 2,255 21
COM/Energy Cambridge Realty 15 - - 1
COM/Energy Research Park Realty - 28 860 5
COM/Energy Services Company - 5,182 - 236
COM/Energy Steam Company 310 85 - 1,818
Commonwealth Electric Company - 185,826 40,350 14,159
Commonwealth Energy System 9,010 7,709 - 201,051
Commonwealth Gas Company - 785 30,825 3,393
Darvel Realty Trust 930 7,650 - 27
Hopkinton LNG Corp. - 1,271 165 27
Advanced Energy Systems, Inc. - 23 - 301
COM/Energy Resources, Inc. 5 - - 1
COM/Energy Marketing, Inc. - 10 3,440 132
COM/Energy Technologies, Inc. - 4 2,290 290
$80,185 $232,960 $80,185 $232,960
No. 3
Retained earnings $ 398
PROPERTY, PLANT AND EQUIPMENT:
Other $ 286
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes 112
To eliminate intercompany interest capitalized by Darvel
Realty Trust.
No. 4
CURRENT LIABILITIES:
Accrued income taxes $ 8,818
DEFERRED CREDITS AND RESERVES:
Accumulated deferred income taxes 117,247
CURRENT ASSETS:
Prepaid income taxes $ 17,197
DEFERRED CHARGES 108,868
To reclassify income taxes.
<PAGE>
<PAGE 44>
EXHIBIT A-5
PAGE 6 of 6
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
ELIMINATIONS AND RECLASSIFICATIONS
TO
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in Thousands)
No. 5
CURRENT LIABILITIES:
Accrued interest $ 86
CURRENT ASSETS:
Other $ 86
To eliminate intercompany interest receivable and
payable on money pool transactions as follows:
Receivable Payable
Canal Electric Company $13 $ -
Darvel Realty Trust 33 -
Commonwealth Gas Company - 31
Commonwealth Electric Company - 33
Cambridge Electric Light Company 8 22
COM/Energy Steam Company 1 -
COM/Energy Acushnet Realty 1 -
Hopkinton LNG Corp. 2 -
COM/Energy Research Park Realty 28 -
$86 $86
No. 6
INVESTMENTS:
Restricted cash - long-term $172,239
CURRENT ASSETS:
Restricted cash 21,094
CURRENT ASSETS:
Cash $193,333
To reclassify cash.
<PAGE>
<PAGE 45>
EXHIBIT C
PAGE 1 of 1
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
DESCRIPTION OF PROPERTIES - ITEM 2 OF FORM U-3A-2
DECEMBER 31, 1998
ELECTRIC Generating Stations
Rated KW
Company and Generating Station Locations Type Capacity (a)
Cambridge Electric Light Company
Blackstone Street, Cambridge, Massachusetts Steam 12,500
(a) Manufacturer's maximum name plate rating of generating units as reported
in Schedule 1, F.E.R.C. Power System Statement Form No. 12.
Notes:
(1) Substantially all of the system's non-nuclear generating units were
sold on December 30, 1998 pursuant to its electric industry plan that was
approved by the Massachusetts Department of Telecommunications and Energy
and is consistent with the Electric Industry Restructuring Act passed by the
Massachusetts legislature in 1997.
(2) Canal Electric Company is a joint-owner, together with several other
New England utility companies, of the Seabrook 1 nuclear power plant which
is located in Seabrook, New Hampshire. The Company has a 3.52% interest in
this 1,150,000 KW unit, with an entitlement of approximately 40 MW of power.
(3) None of the subsidiary companies owns any transmission lines or
pipelines which deliver or receive electric energy or gas at the borders of
The Commonwealth of Massachusetts with the exception of a 20% undivided
joint interest in a transmission line from the Massachusetts border to a
point in the Boston Edison Company system in the vicinity of West Medway,
Massachusetts and a 3.8% interest in the Hydro-Quebec Phase II transmission
facilities from Monroe, New Hampshire to West Medway, Massachusetts.
(4) In order to provide service to customers, each electric company
maintains substations, transmission and distribution lines. The gas company
maintains high and low pressure gas mains for distribution of natural gas to
customers. All of such property, plant and equipment of each of the
companies is located within franchise areas located in The Commonwealth of
Massachusetts.
<PAGE>
<PAGE 46>
EXHIBIT D
PAGE 1 of 2
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
SALES AND PURCHASES OF ELECTRICITY AND GAS - ITEM 3 OF FORM U-3A-2
FOR THE YEAR ENDED DECEMBER 31, 1998
Sales at Retail or Wholesale
Electricity Gas
(KWH) (MMBTU-1000 BTU)
Cambridge Electric Light Company 1,558,182,423
Canal Electric Company 4,917,663,737
Commonwealth Gas Company 38,090,257
Commonwealth Electric Company 4,966,101,595
Total 11,441,947,755 38,090,257
Elimination (detailed below) 2,577,925,729 -
Consolidated 8,864,022,026 38,090,257
Detail of Intercompany Sales
Commonwealth Electric Company Sales -
To: Canal Electric Company 11,420,500
Commonwealth Gas Company 1,087,492
12,507,992
Canal Electric Company Sales -
To: Cambridge Electric Light Company 511,544,297
Commonwealth Electric Company 2,053,873,440
2,565,417,737
Total Elimination 2,577,925,729
Distributed at Retail Outside State
Electricity Gas
(KWH) (MMBTU-1000 BTU)
Cambridge Electric Light Company None None
Canal Electric Company None None
Commonwealth Gas Company None None
Commonwealth Electric Company None None
Sales at Wholesale Outside
State or at State Line
Electricity Gas
(KWH) (MMBTU-1000 BTU)
Cambridge Electric Light Company None None
Canal Electric Company None None
Commonwealth Gas Company None None
Commonwealth Electric Company None None
<PAGE>
<PAGE 47>
EXHIBIT D
PAGE 2 of 2
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
SALES AND PURCHASES OF ELECTRICITY AND GAS - ITEM 3 OF FORM U-3A-2
FOR THE YEAR ENDED DECEMBER 31, 1998
Purchases Outside State
or at State Line
Electricity Gas
(KWH) (MMBTU-1000 BTU)
Cambridge Electric Light Company 75,211,208 None
Canal Electric Company 295,538,737 None
Commonwealth Gas Company None None
Commonwealth Electric Company None None
Total 370,749,945
Elimination -
Consolidated 370,749,945 (A)
(A) Excluding power interchanged in the New England Power Pool (Pool) of
(414,906,946) KWH. Power is supplied to the Pool by companies in the six-
state New England region. No determination is made as to the state of
origin of the power which is distributed.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statement of income contained in Form U-3A-2 of Commonwealth
Energy System for the fiscal year ended December 31, 1998 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000071304
<NAME> COMMONWEALTH ENERGY SYSTEM
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,762,888
<TOTAL-OPERATING-REVENUES> 980,115
<NET-INCOME> 54,404
</TABLE>
