FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
(Mark One)
   X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended March 31,June 30, 1994

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ____________ to ____________

Commission      Registrant, State of Incorporation,    I.R.S. Employer
File Number     Address and Telephone Number           Identification No.
                                                       
1-11299         ENTERGY CORPORATION                    13-5550175
                (a Delaware corporation)               
                225 Baronne Street                     
                New Orleans, Louisiana 70112           
                Telephone (504) 529-5262               
                                                       
1-10764         ARKANSAS POWER & LIGHT COMPANY         71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                       
1-2703          GULF STATES UTILITIES COMPANY          74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                       
1-8474          LOUISIANA POWER & LIGHT COMPANY        72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70112           
                Telephone (504) 569-4000               
                                                       
0-320           MISSISSIPPI POWER & LIGHT COMPANY      64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 969-2311               
                                                       
0-5807          NEW ORLEANS PUBLIC SERVICE INC.        72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70112           
                Telephone (504) 569-4000               
                                                       
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 984-9000               
      
      

      Indicate by check mark whether the registrants (1) have
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrants were
required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days.

Yes     X      No

Common Stock Outstanding                    Outstanding at April 30,July 31, 1994
Entergy Corporation       ($0.01 par value)         230,024,379227,376,479

              
              
              
              ENTERGY CORPORATION AND SUBSIDIARIES
             INDEX TO QUARTERLY REPORT ON FORM 10-Q
                          March 31,June 30, 1994

                                                         Page
                                                        Number

Definitions                                                1
Financial Statements:
  Entergy Corporation and Subsidiaries:
    Consolidated Balance Sheets                            4
    Statements of Consolidated Income                      6
    Statements of Consolidated Cash Flows                  7
    Selected Operating Results                             9
  Arkansas Power & Light Company:
    Balance Sheets                                        10
    Statements of Income                                  12
    Statements of Cash Flows                              13
    Selected Operating Results                            14
  Gulf States Utilities Company:
    Balance Sheets                                        15
    Statements of Income                                  17
    Statements of Cash Flows                              18
    Selected Operating Results                            19
  Louisiana Power & Light Company:
    Balance Sheets                                        20
    Statements of Income                                  22
    Statements of Cash Flows                              23
    Selected Operating Results                            24
  Mississippi Power & Light Company:
    Balance Sheets                                        25
    Statements of Income                                  27
    Statements of Cash Flows                              28
    Selected Operating Results                            29
  New Orleans Public Service Inc.:
    Balance Sheets                                        30
    Statements of Income                                  32
    Statements of Cash Flows                              33
    Selected Operating Results                            34
  System Energy Resources, Inc.:
    Balance Sheets                                        35
    Statements of Income                                  37
    Statements of Cash Flows                              38
Notes to Financial Statements                             39
Management's Financial Discussion and Analysis            5455
Part II:
  Item 1.  Legal Proceedings                              67
  Item 4.  Submission of Matters to a Vote 
           of Security Holders                            7370
  Item 5.  Other Information                              7578
  Item 6.  Exhibits and Reports on Form 8-K               7781
Experts                                                   8083
Signature                                                 8184




This combined Form 10-Q is separately filed by Entergy
Corporation, Arkansas Power & Light Company, Gulf States
Utilities Company, Louisiana Power & Light Company, Mississippi
Power & Light Company, New Orleans Public Service Inc., and
System Energy Resources, Inc.  Information contained herein
relating to any individual company is filed by such company on
its own behalf.  Each company makes no representation as to
information relating to the other companies.  This combined Form
10-Q supplements and updates the Form 10-K, for the calendar year
ended December 31, 1993, and the Form 10-Q for the quarter ended
March 31, 1994, filed by the individual registrants with the SEC,
on March 17, 1994, and mustshould be read in conjunction therewith.

                           DEFINITIONS

Certain abbreviations or acronyms used in the text are defined
below:

   Abbreviation or Acronym        Term

ALJ                      Administrative Law Judge
ANO                      Arkansas Nuclear One Steam Electric
                         Generating Station
ANO 2                    Unit No. 2 of ANO
AP&L                     Arkansas Power & Light Company
APSC                     Arkansas Public Service Commission
Availability Agreement   Agreement, dated as of June 21, 1974,
                         as amended, among System Energy and
                         AP&L, LP&L, MP&L, and NOPSI, and the
                         assignments thereof
Capital Funds Agreement  Agreement, dated as of June 21, 1974,
                         as amended, between System Energy and
                         Entergy Corporation, and the assignments
                         thereof
CCLM                     Customer-Controlled Load Management (a
                         DSM activity utilizing residential time-
                         of-use rates)
City of New Orleans 
  or City                New Orleans, Louisiana
Council                  Council of the City of New Orleans,
                         Louisiana
D.C. Circuit             United States Court of Appeals for the
                         District of Columbia Circuit
DSM                      Demand-Side Management (Least Cost Plan
                         activities that influence electricity
                         usage by customers)
Entergy Corporation      Entergy Corporation, a Delaware
                         corporation, successor to Entergy
                         Corporation, a Florida Corporation
Entergy Operations       Entergy Operations, Inc., a subsidiary
                         of Entergy Corporation that has
                         operating responsibility for ANO, Grand
                         Gulf 1, River Bend, and Waterford 3 and ANO
Entergy or System        Entergy Corporation and its various
                         direct and indirect subsidiaries
Entergy Power            Entergy Power, Inc., a subsidiary of
                         Entergy Corporation that markets
                         capacity and energy from certain
                         generating facilities to other parties,
                         principally non-affiliates, for resale
Entergy Services         Entergy Services, Inc.
FERC                     Federal Energy Regulatory Commission
First Quarter Form 10-Q  The combined Quarterly Report on Form
                         10-Q for the quarter ended March 31,
                         1994, of Entergy, AP&L, GSU, LP&L, MP&L,
                         NOPSI, and System Energy
Form 10-K                The combined Annual Report on Form 10-K
                         for the year ended December 31, 1993, of
                         Entergy, AP&L, GSU, LP&L, MP&L, NOPSI,
                         and System Energy
G&R Bonds                General and Refunding Mortgage Bonds
                         issued and issuable by MP&L and NOPSI
Grand Gulf Station       Grand Gulf Steam Electric Generating
                         Station
Grand Gulf 1             Unit No. 1 of the Grand Gulf Station
GSU                      Gulf States Utilities Company
KWH                      Kilowatt-Hour(s)
Least Cost Plan          Least Cost Integrated Resource Plan
                         (combination of demand- and supply-side
                         resources to be used by Entergy to
                         satisfy electricity demanddemand)
LP&L                     Louisiana Power & Light Company
LPSC                     Louisiana Public Service Commission
Merger                   The combination transaction,
                         consummated on December 31, 1993, by
                         which GSU became a subsidiary of Entergy
                         Corporation and Entergy Corporation
                         became a Delaware Corporation
Money Pool               System Money Pool, which allows certain
                         System companies to borrow from, or lend
                         to, certain other System companies
MP&L                     Mississippi Power & Light Company
MPSC                     Mississippi Public Service Commission
1991 NOPSI Settlement    Agreement, retroactive to October 4,
                         1991, among NOPSI, the Council and the
                         Alliance for Affordable Energy, Inc.
                         that settled certain Grand Gulf 1
                         prudence issues and pending litigation
                         related to a resolution adopted by the
                         Council disallowing the recovery by
                         NOPSI of $135 million of previously
                         deferred Grand Gulf 1-related costs
NOPSI                    New Orleans Public Service Inc.
NRC                      Nuclear Regulatory Commission
Owner Participant        A corporation that, in connection with
                         the Waterford 3 sale and leaseback
                         transactions, has acquired a beneficial
                         interest in a trust, the Owner Trustee
                         of which is the owner and lessor of
                         undivided interests in Waterford 3
Owner Trustee            Each institution and/or individual
                         acting as Owner Trustee under a trust
                         agreement with an Owner Participant in
                         connection  with the Waterford 3 sale
                         and leaseback transactions
PUCT                     Public Utility Commission of Texas
Rate Cap                 The level of GSU's retail electric base
                         rates in effect at December 31, 1993,
                         for the Louisiana retail jurisdiction,
                         and the level in effect prior to the
                         Texas Cities Rate Settlement for the
                         Texas retail jurisdiction, that may not
                         be exceeded for the five years following
                         December 31, 1993
Reallocation Agreement   1981 Agreement, superseded in part by a
                         June 13, 1985 decision of the FERC,
                         among AP&L, LP&L, MP&L, NOPSI, and
                         System Energy relating to the sale andof
                         capacity ofand energy from the Grand Gulf
                         Station
River Bend               River Bend Steam Electric Generating
                         Station, owned 70% by GSU
Revised Plan             MP&L's Grand Gulf 1-related rate phase-
                         in plan, originally approved by the MPSC
                         in an order issued on September 16,
                         1985, as modified by the MPSC order
                         issued September 29, 1988, to bring such
                         plan into compliance with the
                         requirements of SFAS No. 92
SEC                      Securities and Exchange Commission
SFAS                     Statement of Financial Accounting
                         Standards as promulgated by the
                         Financial Accounting Standards Board
SFAS 109                 SFAS No. 109, "Accounting for Income
                         Taxes"
System Agreement         Agreement, effective January 1, 1983,
                         as subsequently modified by a June 13, 1985, decisiondecisions of
                         the FERC, among the System operating
                         companies relating to the sharing of
                         generating  capacity and other power
                         resources
System Energy            System Energy Resources, Inc.
System Fuels             System Fuels, Inc.
System operating 
  companies              AP&L, GSU, LP&L, MP&L, and NOPSI,
                         collectively
System or Entergy        Entergy Corporation and its various
                         direct and indirect subsidiaries
Unit Power Sales 
  Agreement              Agreement, dated as of June 10,
                         1982, as amended, among AP&L, LP&L,
                         MP&L, NOPSI, and System Energy, relating
                         to the sale of capacity and energy from
                         System Energy's share of Grand Gulf 1
Waterford 3              Unit No. 3  of the Waterford Steam
                         Electric Generating Station


                                            
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ----------- ----------- (In Thousands) ASSETS Utility Plant: Electric $20,878,026$21,012,813 $20,848,844 Plant acquisition adjustment - GSU 377,052373,986 380,117 Electric plant under leases 664,806664,531 663,024 Property under capital leases - electric 173,954170,599 175,276 Natural gas 190,621158,249 156,452 Steam products 43,17675,586 75,689 Construction work in progress 651,028615,672 533,112 Nuclear fuel under capital leases 321,253299,730 329,433 Nuclear fuel 24,90148,114 17,760 ----------- ----------- Total 23,324,81723,419,280 23,179,707 Less - accumulated depreciation and amortization 7,296,0567,408,935 7,157,981 ----------- ----------- Utility plant - net 16,028,76116,010,345 16,021,726 ----------- ----------- Other Property and Investments: Decommissioning trust funds 197,532197,560 172,960 Other 185,612188,128 183,597 ----------- ----------- Total 383,144385,688 356,557 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 169,93540,204 27,345 Temporary cash investments - at cost, which approximates market 324,990375,039 536,404 ----------- ----------- Total cash and cash equivalents 494,925415,243 563,749 Special deposits 9,24746,579 36,612 Notes receivable 17,07616,455 17,710 Accounts receivable: Customer (less allowance for doubtful accounts of $8.6$8.7 million in 1994 and $8.8 million in 1993) 296,603355,921 315,796 Other 61,54470,109 81,931 Accrued unbilled revenues 207,053291,188 257,321 Fuel inventory 86,58280,481 110,204 Materials and supplies - at average cost 359,209362,364 360,353 Rate deferrals 345,622359,943 333,311 Prepayments and other 95,960103,852 98,144 ----------- ----------- Total 1,973,8212,102,135 2,175,131 ----------- ----------- Deferred Debits and Other Assets: Rate deferrals 1,785,1631,688,911 1,876,051 SFAS 109 regulatory asset - net 1,220,6741,389,180 1,385,824 Long-term receivables 235,546240,320 228,030 Unamortized loss on reacquired debt 246,673242,211 210,698 Other 640,825642,514 622,680 ----------- ----------- Total 4,128,8814,203,136 4,323,283 ----------- ----------- TOTAL $22,514,607$22,701,304 $22,876,697 =========== =========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ----------- ----------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $0.01$.01 par value, authorized 500,000,000 shares; issued 231,219,737 shares in 1994 and 1993 $2,312 $2,312 Paid-in capital 4,224,2074,224,208 4,223,682 Retained earnings 2,172,4932,318,200 2,310,082 Less - treasury stock (1,001,243(2,784,708 shares in 1994) 35,45688,298 - ----------- ----------- Total common shareholders' equity 6,363,5566,456,422 6,536,076 Preference stock 150,000 150,000 Subsidiaries' preferred stock: Without sinking fund 550,955 550,955 With sinking fund 324,803322,794 349,053 Long-term debt 7,309,6307,349,044 7,355,962 ----------- ----------- Total 14,698,94414,829,215 14,942,046 ----------- ----------- Other Noncurrent Liabilities: Obligations under capital leases 310,508282,297 322,867 Other 294,907279,833 270,318 ----------- ----------- Total 605,415562,130 593,185 ----------- ----------- Current Liabilities: Currently maturing long-term debt 371,210292,975 322,010 Notes payable 43,667149,867 43,667 Accounts payable 310,136363,043 413,727 Customer deposits 129,365131,314 127,524 Taxes accrued 135,207146,147 118,267 Accumulated deferred income taxes 80,312100,660 44,637 Interest accrued 201,505195,352 210,894 Dividends declared 117,88114,041 13,404 Deferred revenue - gas supplier judgment proceeds 4,349- 14,632 Deferred fuel cost 9,251- 4,528 Obligations under capital leases 185,603186,723 194,015 Other 202,616128,275 240,471 ----------- ----------- Total 1,791,1021,708,397 1,747,776 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 3,831,0363,826,960 3,849,439 Accumulated deferred investment tax credits 777,123769,777 802,273 Other 810,9871,004,825 941,978 ----------- ----------- Total 5,419,1465,601,562 5,593,690 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $22,514,607$22,701,304 $22,876,697 =========== =========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME For the Three and Six Months Ended March 31,June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 ----------- -----------1994 1993 (In Thousands)Thousands, Except Share Data) Operating Revenues: Electric $1,340,252 $897,266$1,551,673 $1,051,484 $2,891,925 $1,948,750 Natural gas 54,079 29,14622,766 18,618 76,845 47,764 Steam products 11,70811,859 - ----------- -----------23,567 - ---------- ---------- ---------- ---------- Total 1,406,039 926,412 ----------- -----------1,586,298 1,070,102 2,992,337 1,996,514 ---------- ---------- ---------- ---------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 314,728 176,935357,711 181,961 672,439 358,896 Purchased power 124,796 56,813109,833 78,720 234,629 135,533 Nuclear refueling outage expenses 16,825 17,099 Other operation16,244 15,580 31,989 30,582 Operation and maintenance 334,932 231,069367,223 245,437 703,235 478,603 Depreciation and decommissioning 160,809 110,130160,856 109,092 321,665 219,222 Taxes other than income taxes 72,852 48,41070,067 48,634 142,919 97,044 Income taxes 33,553 31,78689,753 70,925 123,306 102,711 Rate deferrals:deferrals Rate deferrals - (1,313)(313) - (1,626) Amortization of rate deferrals 93,674 62,740 ----------- -----------88,676 59,492 182,350 122,232 ---------- ---------- ---------- ---------- Total 1,152,169 733,669 ----------- -----------1,260,363 809,528 2,412,532 1,543,197 ---------- ---------- ---------- ---------- Operating Income 253,870 192,743 ----------- -----------325,935 260,574 579,805 453,317 ---------- ---------- ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 3,535 2,1523,135 2,174 6,670 4,326 Miscellaneous - net 14,362 15,3876,659 15,197 17,892 30,034 Income taxes (8,197) (9,577) ----------- -----------(3,183) (5,640) (11,380) (15,217) ---------- ---------- ---------- ---------- Total 9,700 7,962 ----------- -----------6,611 11,731 13,182 19,143 ---------- ---------- ---------- ---------- Interest and Other Charges: Interest on long-term debt 160,395 123,719158,866 123,110 319,261 246,829 Other interest - net 14,140 6,61411,444 5,435 22,455 11,499 Allowance for borrowed funds used during construction (2,642) (1,526)(2,527) (1,495) (5,169) (3,021) Preferred and preference dividend requirements of subsidiaries and other 20,942 14,585 ----------- -----------20,426 14,395 41,368 28,980 ---------- ---------- ---------- ---------- Total 192,835 143,392 ----------- -----------188,209 141,445 377,915 284,287 ---------- ---------- ---------- ---------- Income before Cumulative Effect of a Change in Accounting Principle 70,735 57,313144,337 130,860 215,072 188,173 Cumulative effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $57,188) - - - 93,841 ----------- --------------------- ---------- ---------- ---------- Net Income $70,735 $151,154 =========== ===========$144,337 $130,860 $215,072 $282,014 ========== ========== ========== ========== Earnings per average common share before cumulative effect of a change in accounting principle $0.31 $0.33$0.63 $0.75 $0.94 $1.07 Earnings per average common share $0.31 $0.86$0.63 $0.75 $0.94 $1.61 Dividends declared per common share - - $0.90 $0.80 Average number of common shares outstanding 230,584,786 175,108,922229,440,707 174,745,885 230,010,476 174,926,615 See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the ThreeSix Months Ended March 31,June 30, 1994 and 1993 (Unaudited) 1994 1993 -------- -------- (In Thousands) Operating Activities: Net income $70,735 $151,154$215,072 $282,014 Noncash items included in net income: Cumulative effect of a change in accounting principle - (93,841) Change in rate deferrals/excess capacity-net 80,768 36,290164,750 80,652 Depreciation and decommissioning 160,809 110,130321,665 219,222 Deferred income taxes and investment tax credits 1,064 (8,218)13,690 (372) Allowance for equity funds used during construction (3,535) (2,152)(6,670) (4,326) Amortization of deferred revenues (10,283) (9,311) Provision for estimated losses and reserves (13,503) 9,934(14,632) (19,799) Changes in working capital: Receivables 89,848 35,943(62,170) (55,467) Fuel inventory 23,622 4,06529,723 4,325 Accounts payable (103,591) (48,034)(50,684) (50,159) Taxes accrued 16,940 9,50527,880 (4,384) Interest accrued (9,389) (8,124)(15,542) (1,332) Other working capital accounts 36 (770)(143,630) (77,205) Refunds to customers - gas contract settlement - (56,027) Decommissioning trust contributions (5,516) (5,706)(11,742) (9,969) Provision for estimated losses and reserves (4,523) 23,003 Other 24,426 30,79645,014 56,989 -------- -------- Net cash flow provided by operating activities 322,431 155,634508,201 293,324 -------- -------- Investing Activities: Construction/Construction / capital expenditures (175,107) (86,836)(327,154) (176,127) Allowance for equity funds used during construction 3,535 2,1526,670 4,326 Nuclear fuel purchases (9,344) (17,015)(44,994) (40,401) Proceeds from sale/leaseback of nuclear fuel 1,035 -16,144 22,868 Investment in nonregulated/nonutility properties 240 (58,229)(113) (58,531) Decrease in other temporary investments - 9,01217,012 -------- -------- Net cash flow used in investing activities (179,641) (150,916)(349,447) (230,853) -------- -------- Financing Activities: Proceeds from the issuance of: First mortgage bonds - 100,00059,410 160,000 General and refunding mortgage bonds - 195,000 Bank notes and other long termOther long-term debt - 78843,644 79,053 Premium and expense on refinancing sale/leaseback bondbonds (47,602) - Retirement of: First mortgage bonds (400) (88,585)(85,600) (249,704) General and refunding mortgage bonds - (84,400) Bank notes and other(45,000) (99,400) Other long-term debt (44) -(16,108) (21,919) Repurchase of common stock (35,590) (6,524)(88,796) (21,874) Redemption of preferred stock (24,250) (22,000)(26,259) (29,000) Common stock dividends paid (103,728) (69,629)(207,149) (139,566) Changes in short-term borrowings 106,200 1,200 -------- -------- Net cash flow provided by (used in)used in financing activities (211,614) 24,650(307,260) (126,210) -------- -------- Net increase (decrease)decrease in cash and cash equivalents (68,824) 29,368(148,506) (63,739) Cash and cash equivalents at beginning of period 563,749 379,792 -------- -------- Cash and cash equivalents at end of period $494,925 $409,160$415,243 $316,053 ======== ========
ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Three Months Ended March 31, 1994 and 1993 (Unaudited) 1994 1993 -------- -------- (In Thousands) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest - net of amount capitalized $169,748 $134,450$336,230 $270,222 Income taxes $(6,070) $14,197$79,097 $74,769 Noncash investing and financing activities: Capital lease obligations incurred $20,547 $232$24,303 $22,868 Excess of fair value of decommissioning trust assets over amount invested $15,634$7,477 - See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES SELECTED OPERATING RESULTS For the Three Months Ended March 31, 1994 and 1993 (Unaudited) Increase/ Description 1994 1993 (Decrease) % - ----------------------------------------------------------------------------------- (In Millions) Electric Operating Revenues: Residential $ 476.0 $ 323.1 $ 152.9 47 Commercial 339.1 227.0 112.1 49 Industrial 436.1 268.5 167.6 62 Governmental 38.9 31.1 7.8 25 --------- ------- ------- Total retail 1,290.1 849.7 440.4 52 Sales for resale 69.4 58.2 11.2 19 Other (19.3) (10.6) (8.7) (82) --------- ------- ------- Total $ 1,340.2 $ 897.3 $ 442.9 49ENTERGY CORPORATION AND SUBSIDIARIES SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 489.1 $ 320.3 $ 168.8 53 Commercial 372.2 243.7 128.5 53 Industrial 461.5 276.5 185.0 67 Governmental 40.7 31.4 9.3 30 --------- --------- ------- Total retail 1,363.5 871.9 491.6 56 Sales for resale 90.7 76.0 14.7 19 Other 97.5 103.6 (6.1) (6) --------- --------- ------- Total $ 1,551.7 $ 1,051.5 $ 500.2 48 ========= ======= ======= Billed Electric Energy Sales (Millions of KWH): Residential 6,062 4,072 1,990 49 Commercial 4,406 2,884 1,522 53 Industrial 9,728 5,853 3,875 66 Governmental 525 433 92 21 --------- ------- ------- Total retail 20,721 13,242 7,479 56 Sales for resale 1,736 1,704 32 2 --------- ------- ------- Total 22,457 14,946 7,511 50 ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 5,806 3,801 2,005 53 Commercial 4,813 3,069 1,744 57 Industrial 10,079 6,034 4,045 67 Governmental 553 441 112 25 --------- --------- ------- Total retail 21,251 13,345 7,906 59 Sales for resale 2,035 2,338 (303) (13) --------- --------- ------- Total 23,286 15,683 7,603 48 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 965.1 $ 643.4 $ 321.7 50 Commercial 711.3 470.7 240.6 51 Industrial 897.6 545.0 352.6 65 Governmental 79.6 62.5 17.1 27 --------- --------- ------- Total retail 2,653.6 1,721.6 932.0 54 Sales for resale 160.1 134.2 25.9 19 Other 78.2 93.0 (14.8) (16) --------- --------- ------- Total $ 2,891.9 $ 1,948.8 $ 943.1 48 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 11,868 7,873 3,995 51 Commercial 9,219 5,953 3,266 55 Industrial 19,806 11,887 7,919 67 Governmental 1,079 874 205 23 --------- --------- ------- Total retail 41,972 26,587 15,385 58 Sales for resale 3,771 4,042 (271) (7) --------- --------- ------- Total 45,743 30,629 15,114 49 ========= ========= ======= Note: On December 31, 1993, GSU became a wholly-owned subsidiary of Entergy Corporation. In accordance with the purchase method of accounting, the 1993 second quarter and year to date operating results do not include GSU became a wholly-owned subsidiary of Entergy Corporation. In accordance with the purchase method of accounting, the 1993 first quarter operating results does not include GSU's operating results.
ARKANSAS POWER & LIGHT COMPANY BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) ASSETS Utility Plant: Electric $4,107,725$4,170,215 $4,098,355 Property under capital leases 61,60859,744 62,139 Construction work in progress 221,518185,900 197,005 Nuclear fuel under capital lease 96,41186,226 93,606 ---------- ---------- Total 4,487,2624,502,085 4,451,105 Less - accumulated depreciation and amortization 1,634,8411,663,306 1,604,318 ---------- ---------- Utility plant - net 2,852,4212,838,779 2,846,787 ---------- ---------- Other Property and Investments: Investment in subsidarysubsidiary companies - at equity 11,232 11,232 Decommissioning trust fund 126,294123,834 108,192 Other - at cost (less accumulated depreciation) 4,3374,436 4,257 ---------- ---------- Total 141,863139,502 123,681 ---------- ---------- Current Assets: Cash 33,22310,165 1,825 Accounts receivable: Customer (less allowance for doubtful accounts of $2.1 million in 1994 and 1993) 58,60770,350 65,641 Associated companies 25,14030,248 18,312 Other 12,17715,515 20,817 Accrued unbilled revenues 70,290108,436 83,378 Fuel inventory - at average cost 39,22524,575 51,920 Materials and supplies - at average cost 81,26678,550 81,398 Rate deferrals 97,080102,596 92,592 Deferred excess capacity 9,2109,304 9,115 Prepayments and other 23,18447,320 28,303 ---------- ---------- Total 449,402497,059 453,301 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 446,832417,843 475,387 Deferred excess capacity 26,18024,034 28,465 SFAS 109 regulatory asset - net 243,924226,636 234,015 Unamortized loss on reaquiredreacquired debt 59,34658,523 60,169 Other 114,333118,512 112,300 ---------- ---------- Total 890,615845,548 910,336 ---------- ---------- TOTAL $4,334,301$4,320,888 $4,334,105 ========== ========== See Notes to Financial Statements.
ARKANSAS POWER & LIGHT COMPANY BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $0.01 par value, authorized 325,000,000 shares; issued and outstanding 46,980,196 shares in 1994 and 1993 $470 $470 Paid-in capital 590,844 590,844 Retained earnings 452,416467,813 448,811 ---------- ---------- Total common shareholder's equity 1,043,7301,059,127 1,040,125 Preferred stock: Without sinking fund 176,350 176,350 With sinking fund 65,02763,027 70,027 Long-term debt 1,315,5481,321,150 1,313,315 ---------- ---------- Total 2,600,6552,619,654 2,599,817 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 97,08284,752 94,861 Other 51,87155,684 59,750 ---------- ---------- Total 148,953140,436 154,611 ---------- ---------- Current Liabilities: Currently maturing long-term debt 3,02028,020 3,020 Notes payable: Associated companies 31,99217,641 21,395 Other 66734,667 667 Accounts payable: Associated companies 38,12236,120 45,177 Other 74,94171,062 93,611 Customer deposits 15,23416,050 15,241 Taxes accrued 63,18058,641 43,013 Accumulated deferred income taxes 33,46934,872 32,367 Interest accrued 31,07631,318 31,410 Dividends declared 4,8834,833 5,049 Nuclear refueling reserve 5,024 3,070 Co-owner advances 39,43825,767 39,435 Deferred fuel cost 15,95120,292 16,130 Obligations under capital leases 60,93761,218 60,883 Other 24,158 29,78918,818 32,859 ---------- ---------- Total 442,092459,319 440,257 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 876,561852,534 876,618 Accumulated deferred investment tax credits 151,798148,872 154,723 Other 114,242100,073 108,079 ---------- ---------- Total 1,142,6011,101,479 1,139,420 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,334,301$4,320,888 $4,334,105 ========== ========== See Notes to Financial Statements.
ARKANSAS POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Six Months Ended March 31,June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 -------- --------1994 1993 (In Thousands) Operating Revenues: $371,091 $346,740Revenues $414,901 $383,651 $785,992 $730,391 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel relatedfuel-related expenses 63,474 58,95267,759 58,323 131,233 117,275 Purchased power 91,182 81,67093,427 92,761 184,609 174,431 Nuclear refueling outage expenses 8,634 12,4858,839 10,366 17,473 20,732 Other operation and maintenance 80,526 84,75589,372 90,624 169,898 177,498 Depreciation and decommissioning 35,718 33,43136,540 33,124 72,258 66,555 Taxes other than income taxes 9,115 7,3808,508 6,361 17,623 13,741 Income taxes (2,405) (3,115)17,323 7,661 14,918 4,546 Amortization of rate deferrals 40,173 34,22133,552 31,099 73,725 65,320 -------- -------- -------- -------- Total 326,417 309,779355,320 330,319 681,737 640,098 -------- -------- -------- -------- Operating Income 44,674 36,96159,581 53,332 104,255 90,293 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 1,154 1,279896 1,033 2,050 2,312 Miscellaneous - net 14,659 15,17211,997 14,906 24,561 30,077 Income taxes (5,771) (10,239)(3,913) (7,156) (9,684) (17,395) -------- -------- -------- -------- Total 10,042 6,2128,980 8,783 16,927 14,994 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 25,233 27,26925,145 27,167 50,378 54,436 Other interest - net 3,915 9172,500 1,101 4,320 2,017 Allowance for borrowed funds used during construction (820) (907)(847) (725) (1,667) (1,632) -------- -------- -------- -------- Total 28,328 27,27926,798 27,543 53,031 54,821 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 26,388 15,89441,763 34,572 68,151 50,466 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $31,140) - - - 50,187 -------- -------- -------- -------- Net Income 26,388 66,08141,763 34,572 68,151 100,653 Preferred Stock Dividend Requirements and Other 4,883 5,2624,866 5,299 9,749 10,561 -------- -------- -------- -------- Earnings Applicable to Common Stock $21,505 $60,819$36,897 $29,273 $58,402 $90,092 ======== ======== ======== ======== See Notes to Financial Statements.
ARKANSAS POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the ThreeSix Months Ended March 31,June 30, 1994 and 1993 (Unaudited) 1994 1993 ------- ------- (In Thousands) Operating Activities: Net income $26,388 $66,081$68,151 $100,653 Noncash items included in net income: Cumulative effect of a change in accounting principle - (50,187) Change in rate deferrals/excess capacity-net 26,257 19,87851,782 42,431 Depreciation and decommissioning 35,718 33,43172,258 66,555 Deferred income taxes and investment tax credits (11,751) (16,374)(20,012) (28,094) Allowance for equity funds used during construction (1,154) (1,279)(2,050) (2,312) Changes in working capital: Receivables 21,934 26,478(36,401) (22,143) Fuel inventory 12,695 16327,345 6,567 Accounts payable (25,725) (15,703)(31,606) (4,592) Taxes accrued 20,167 17,63815,628 (2,620) Interest accrued (334) 1,893(92) (546) Other working capital accounts 1,391 (5,316)(38,907) (48,578) Decommissioning trust contributions (2,545) (3,195)(5,288) (5,524) Provision for estimated losses and reserves (8,224) 20,688 Other (14,857) 11,412 ------- -------(12,839) (3,957) -------- -------- Net cash flow provided by operating activities 88,184 84,920 ------- -------79,745 68,341 -------- -------- Investing Activities: Construction expenditures (40,188) (30,908)(74,778) (65,122) Allowance for equity funds used during construction 1,154 1,279 ------- -------2,050 2,312 Nuclear fuel purchases - (29,072) Proceeds from sale/leaseback of nuclear fuel - 22,868 -------- -------- Net cash flow used in investing activities (39,034) (29,629) ------- -------(72,728) (69,014) -------- -------- Financing Activities: Proceeds from issuance of other long-term debt 27,992 44,519 Retirement of first mortgage bonds (400) (15,400)(600) (15,600) Redemption of preferred stock (5,000) (5,000) Change(7,000) (7,000) Changes in short-term borrowings 10,597 (4,000)30,246 27,140 Dividends paid: Common stock (17,900) (6,000)(39,400) (21,700) Preferred stock (5,049) (5,481) ------- -------(9,915) (10,830) -------- -------- Net cash flow used inprovided by financing activities (17,752) (35,881) ------- -------1,323 16,529 -------- -------- Net increase in cash and cash equivalents 31,398 19,4108,340 15,856 Cash and cash equivalents at beginning of period 1,825 - ------- --------------- -------- Cash and cash equivalents at end of period $33,223 $19,410 ======= =======$10,165 $15,856 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest - net of amount capitalized $24,655 $24,976$49,205 $54,411 Income taxes $(242) $11,252$28,677 $41,854 Noncash investing and financing activities: Capital lease obligations incurred $14,313 $232$14,626 $22,868 Excess of fair value of decommissionningdecommissioning trust assets over amount invested $13,463$7,210 - See Notes to Financial Statements.
ARKANSAS POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three Months Ended March 31, 1994 and 1993 (Unaudited) Increase/ Description 1994 1993 (Decrease) % - ---------------------------------------------------------------------------------- (In Millions) Electric Operating Revenues: Residential $ 123.3 $ 118.9 $ 4.4 4 Commercial 66.3 63.8 2.5 4 Industrial 72.8 70.4 2.4 3 Governmental 4.1 3.8 0.3 8 ------- ------- ------ Total retail 266.5 256.9 9.6 4 Sales for resale 110.9 95.8 15.1 16 Other (6.3) (6.0) (0.3) (5) ------- ------- ------ Total $ 371.1 $ 346.7 $ 24.4ARKANSAS POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Description 1994 1993 Increase % (In Millions) Electric Operating Revenues: Residential $ 108.3 $ 103.7 $ 4.6 4 Commercial 74.8 69.3 5.5 8 Industrial 80.6 75.6 5.0 7 Governmental 4.1 4.0 0.1 3 --------- --------- ------- Total retail 267.8 252.6 15.2 6 Sales for resale 102.9 99.1 3.8 4 Other 44.2 32.0 12.2 38 --------- --------- ------- Total $ 414.9 $ 383.7 $ 31.2 8 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,141 1,106 35 3 Commercial 986 919 67 7 Industrial 1,441 1,347 94 7 Governmental 57 54 3 6 --------- --------- ------- Total retail 3,625 3,426 199 6 Sales for resale 4,053 3,943 110 3 --------- --------- ------- Total 7,678 7,369 309 4 ========= ========= ======= Six Months Ended Description 1994 1993 Increase % (In Millions) Electric Operating Revenues: Residential $ 231.6 $ 222.6 $ 9.0 4 Commercial 141.1 133.1 8.0 6 Industrial 153.4 146.0 7.4 5 Governmental 8.2 7.8 0.4 5 --------- --------- ------- Total retail 534.3 509.5 24.8 5 Sales for resale 213.8 194.9 18.9 10 Other 37.9 26.0 11.9 46 --------- --------- ------- Total $ 786.0 $ 730.4 $ 55.6 8 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 2,579 2,476 103 4 Commercial 1,917 1,807 110 6 Industrial 2,805 2,642 163 6 Governmental 115 109 6 6 --------- --------- ------- Total retail 7,416 7,034 382 5 Sales for resale 8,507 7,915 592 7 --------- --------- ------- Total 15,923 14,949 974 7 ========= ========= ======= ======= ====== Billed Electric Energy Sales (Millions of KWH): Residential 1,438 1,370 68 5 Commercial 931 888 43 5 Industrial 1,364 1,295 69 5 Governmental 58 55 3 5 ------- ------- ------ Total retail 3,791 3,608 183 5 Sales for resale 4,454 3,972 482 12 ------- ------- ------ Total 8,245 7,580 665 9 ======= ======= ======
GULF STATES UTILITIES COMPANY BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) ASSETS Utility Plant: Electric $6,836,203$6,851,569 $6,825,989 Natural gas 43,17643,396 42,786 Steam products 75,72075,586 75,689 Property under capital leases 86,38285,884 86,039 Construction work in progress 58,01884,358 50,080 Nuclear fuel under capital leases 87,37289,057 94,828 ---------- ---------- Total 7,186,8717,229,850 7,175,411 Less - accumulated depreciation and amortization 2,367,9352,409,052 2,323,804 ---------- ---------- Utility plant - net 4,818,9364,820,798 4,851,607 ---------- ---------- Other Property and Investments: Decommissioning trust fund 19,05019,667 17,873 Other - at cost (less accumulated depreciation) 29,07029,644 29,360 ---------- ---------- Total 48,12049,311 47,233 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 43,50511,108 3,012 Temporary cash investments - at cost, which approximates market: Associated companies 58,65139,759 - Other 80,23981,008 258,337 ---------- ---------- Total cash and cash equivalents 182,395131,875 261,349 Accounts receivable: Customer (less allowance for doubtful accounts of $2.2 million in 1994 and $2.4 million in 1993) 118,476139,097 117,369 Associated companies 6,6424,438 - Other 21,08319,517 18,371 Accrued unbilled revenues 28,19935,184 32,572 Deferred fuel costs -13,092 5,883 Fuel inventory 18,90227,932 23,448 Materials and supplies - at average cost 88,86390,123 86,831 Rate deferrals 92,59395,222 90,775 Prepayments and other 28,72422,472 48,948 ---------- ---------- Total 585,877578,952 685,546 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 614,210588,652 638,015 SFAS 109 regulatory asset - net 435,767437,143 432,411 Long-term receivables 227,237233,553 218,079 Unamortized loss on reacquired debt 69,24867,525 70,970 Other 198,673199,693 193,490 ---------- ---------- Total 1,545,1351,526,566 1,552,965 ---------- ---------- TOTAL $6,998,068$6,975,627 $7,137,351 ========== ========== See Notes to Financial Statements.
GULF STATES UTILITIES COMPANY BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 100 shares in 1994 and 1993 $114,055 $114,055 Paid-in capital 1,152,344 1,152,304 Retained earnings 569,951511,991 666,401 ---------- ---------- Total common shareholder's equity 1,836,3501,778,390 1,932,760 Preference stock 150,000 150,000 Preferred stock: Without sinking fund 136,444 136,444 With sinking fund 98,754 101,004 Long-term debt 2,368,7152,368,757 2,368,639 ---------- ---------- Total 4,590,2634,532,345 4,688,847 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 142,841140,709 152,359 Other 45,68647,155 47,107 ---------- ---------- Total 188,527187,864 199,466 ---------- ---------- Current Liabilities: Currently maturing long-term debt 425 425 Accounts payable: Associated companies 13,31819,940 2,745 Other 68,649103,081 109,840 Customer deposits 22,44322,673 21,958 Taxes accrued 29,65831,511 22,856 Interest accrued 65,89156,472 59,516 Nuclear refueling reserve 23,90213,423 22,356 Obligations under capital leases 33,41634,233 41,713 Other 66,26159,504 98,074 ---------- ---------- Total 323,963341,262 379,483 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 1,226,3731,243,022 1,222,999 Accumulated deferred investment tax credits 93,33392,212 94,455 Deferred River Bend finance charges 100,67594,585 106,765 Other 474,934484,337 445,336 ---------- ---------- Total 1,895,3151,914,156 1,869,555 ---------- ---------- Commitments and Contingencies (Note(Notes 1 and 2) TOTAL $6,998,068$6,975,627 $7,137,351 ========== ========== See Notes to Financial Statements.
GULF STATES UTILITIES COMPANY STATEMENTS OF INCOME For the Three and Six Months Ended March 31,June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 -------- --------1994 1993 (In Thousands) Operating Revenues: Electric $402,104 $381,531$439,015 $423,200 $841,119 $804,731 Natural gas 15,846 12,5245,981 6,007 21,827 18,531 Steam products 11,708 10,12311,859 13,016 23,567 23,139 -------- -------- -------- -------- Total 429,658 404,178456,855 442,223 886,513 846,401 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel relatedfuel-related expenses and gas purchased for resale 119,018 118,369119,341 126,945 238,359 245,314 Purchased power 60,220 36,27154,839 38,035 115,059 74,306 Nuclear refueling outage expenses 3,600 4,8002,520 3,360 5,040 6,720 Other operation and maintenance 100,970 93,468103,512 95,094 205,562 190,002 Depreciation and decommissioning 47,86749,209 47,277 97,076 94,554 Taxes other than income taxes 24,346 24,9049,664 23,643 34,010 48,547 Income taxes (821) (4,822)17,573 10,119 16,752 5,297 Amortization of rate deferrals 15,897 14,50316,840 15,761 32,737 30,264 -------- -------- -------- -------- Total 371,097 334,770373,498 360,234 744,595 695,004 -------- -------- -------- -------- Operating Income 58,561 69,40883,357 81,989 141,918 151,397 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 260 113379 144 639 257 Miscellaneous - net 4,443 3,9894,085 5,419 8,233 9,192 Income taxes (1,972) (4,751)(2,211) (3,143) (4,183) (7,894) -------- -------- -------- -------- Total 2,731 (649)2,253 2,420 4,689 1,555 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 48,980 51,60448,770 51,009 97,750 102,613 Other interest - net 1,475 2,3754,057 2,430 5,237 4,589 Allowance for borrowed funds used during construction (206) (227)(301) (96) (507) (323) -------- -------- -------- -------- Total 50,249 53,75252,526 53,343 102,480 106,879 -------- -------- -------- -------- Income before Extraordinary Items and the Cumulative Effect of Accounting Changes 11,043 15,00733,084 31,066 44,127 46,073 Extraordinary Items (net of income taxes) - (285) - (285) Cumulative Effect to January 1, 1993, of Accruing Unbilled Revenues (net of income taxes of $6,940)$ 6,940) - - - 10,660 -------- -------- -------- -------- Net Income 11,043 25,66733,084 30,781 44,127 56,448 Preferred and Preference Stock Dividend Requirements and Other 7,407 9,8917,529 10,306 14,936 20,197 -------- -------- -------- -------- Earnings Applicable to Common Stock $3,636 $15,776$25,555 $20,475 $29,191 $36,251 ======== ======== ======== ======== See Notes to Financial Statements.
GULF STATES UTILITIES COMPANY STATEMENTS OF CASH FLOWS For the ThreeSix Months Ended March 31,June 30, 1994 and 1993 (Unaudited) 1994 1993 -------- -------- (In Thousands) Operating Activities: Net income $11,043 $25,667$44,127 $56,448 Noncash items included in net income: Extraordinary items - 285 Cumulative effect of a change in accounting changesprinciple - (10,660) Change in rate deferrals 15,897 14,50332,737 30,263 Depreciation and decommissioning 47,867 47,27797,076 94,554 Deferred income taxes and investment tax credits 1,150 (52)19,454 13,657 Allowance for equity funds used during construction (260) (113)(639) (257) Changes in working capital: Receivables (6,088) 12,893(29,924) (21,512) Fuel inventory 4,546 1,615(4,484) 4,334 Accounts payable (30,618) (36,739)10,436 (19,219) Taxes accrued 6,802 9,9358,655 18,352 Interest accrued 6,375 7,276(3,044) (1,861) Other working capital accounts (8,093) 3,945(37,366) (5,273) Decommissioning trust contributions (493) (739)(1,478) (1,478) Purchased power settlement - (124,300)(169,300) Other 5,648 19,0833,127 4,031 -------- -------- Net cash flow provided by (used in) operating activities 53,776 (30,409)138,677 (7,636) -------- -------- Investing Activities: Construction expenditures (20,824) (21,564)(68,109) (46,582) Allowance for equity funds used during construction 260 113639 257 Nuclear fuel purchases (3,538)(16,145) (2,118) Proceeds from sale/leaseback of nuclear fuel 1,03516,145 2,118 Refund of escrow account and other property - 8,5038,200 -------- -------- Net cash flow used in investing activities (23,067) (12,948)(67,470) (38,125) -------- -------- Financing Activities: Proceeds from the issuance of otherof: Preference stock - 146,625 Other long-term debt - 21,44070,979 Retirement of other long-term debt - (17,974)(80,727) Redemption of preferred stock (2,250) (4,500)(18,000) Dividends paid: Common stock (100,000)(183,600) - Preferred and preference stock (7,413) (9,922)(14,831) (19,512) -------- -------- Net cash flow used inprovided by (used in) financing activities (109,663) (10,956)(200,681) 99,365 -------- -------- Net decreaseincrease (decrease) in cash and cash equivalents (78,954) (54,313)(129,474) 53,604 Cash and cash equivalents at beginning of period 261,349 197,741 -------- -------- Cash and cash equivalents at end of period $182,395 $143,428$131,875 $251,345 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interestfor: Interest - net of amount capitalized $40,192 $42,038 Excess$96,470 $100,488 Income taxes 7,573 - Noncash investing and financing activities: Capital lease obligations incurred 16,145 2,688 Deficiency of fair value of decommissioning trust assets over amount invested $390($244) - See Notes to Financial Statements.
GULF STATES UTILITIES SELECTED OPERATING RESULTS For the Three Months Ended March 31, 1994 and 1993 (Unaudited) Increase/ Description 1994 1993 (Decrease) % - ---------------------------------------------------------------------------------- (In Millions) Electric Department Operating revenues: Residential $ 123.8 $ 117.2 $ 6.6 6 Commercial 94.7 91.4 3.3 4 Industrial 153.0 154.7 (1.7) (1) Governmental 6.3 6.7 (0.4) (6) ------- ------- ------ Total retail 377.8 370.0 7.8 2 Sales for resale 18.4 6.3 12.1 192 Other 5.9 5.2 0.7 13 ------- ------- ------ Total Electric Department $ 402.1 $ 381.5 $ 20.6GULF STATES UTILITIES COMPANY SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Department Operating Revenues: Residential $ 132.7 $ 128.9 $ 3.8 3 Commercial 102.4 100.8 1.6 2 Industrial 159.9 165.5 (5.6) (3) Governmental 6.4 6.5 (0.1) (2) --------- --------- ------- Total retail 401.4 401.7 (0.3) - Sales for resale 20.4 7.1 13.3 187 Other 17.2 14.4 2.8 19 --------- --------- ------- Total Electric Department $ 439.0 $ 423.2 $ 15.8 4 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,672 1,532 140 9 Commercial 1,462 1,369 93 7 Industrial 3,811 3,611 200 6 Governmental 74 72 2 3 --------- --------- ------- Total retail 7,019 6,584 435 7 Sales for resale 709 134 575 429 --------- --------- ------- Total Electric Department 7,728 6,718 1,010 15 Steam Department 421 415 6 1 --------- --------- ------- Total 8,149 7,133 1,016 14 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Department Operating Revenues: Residential $ 256.5 $ 246.1 $ 10.4 4 Commercial 197.1 192.2 4.9 3 Industrial 312.9 320.2 (7.3) (2) Governmental 12.7 13.2 (0.5) (4) --------- --------- ------- Total retail 779.2 771.7 7.5 1 Sales for resale 38.8 13.4 25.4 190 Other 23.1 19.6 3.5 18 --------- --------- ------- Total Electric Department $ 841.1 $ 804.7 $ 36.4 5 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 3,273 2,950 323 11 Commercial 2,769 2,576 193 7 Industrial 7,386 7,022 364 5 Governmental 148 146 2 1 --------- --------- ------- Total retail 13,576 12,694 882 7 Sales for resale 1,250 261 989 379 --------- --------- ------- Total Electric Department 14,826 12,955 1,871 14 Steam Department 831 792 39 5 --------- --------- ------- Total 15,657 13,747 1,910 14 ========= ========= ======= ======= ====== Billed Electric Energy Sales (Millions of KWH): Residential 1,601 1,418 183 13 Commercial 1,307 1,207 100 8 Industrial 3,575 3,411 164 5 Governmental 74 74 0 0 ------- ------- ------ Total retail 6,557 6,110 447 7 Sales for resale 541 127 414 326 ------- ------- ------ Total Electric Department 7,098 6,237 861 14 Steam Department 410 377 33 9 ------- ------- ------ Total 7,508 6,614 894 14 ======= ======= ======
LOUISIANA POWER & LIGHT COMPANY BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) ASSETS Utility Plant: Electric $4,652,930$4,669,176 $4,646,020 Electric plant under lease 226,395 225,083 Construction work in progress 163,492160,962 133,536 Nuclear fuel under capital lease 66,41560,549 61,375 Nuclear fuel 5,065 3,823 ---------- ---------- Total 5,114,2975,122,147 5,069,837 Less - accumulated depreciation and amortization 1,529,1891,542,290 1,496,107 ---------- ---------- Utility plant - net 3,585,1083,579,857 3,573,730 ---------- ---------- Other Property and Investments: Nonutility property 20,060 20,060 Decommissioning trust fund 24,45225,324 22,109 Investment in subsidiary company - at equity 14,230 14,230 Other 1,0001,016 984 ---------- ---------- Total 59,74260,630 57,383 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 6,4365,715 - Temporary cash investments - at cost, which approximates market 27,77028,036 33,489 ---------- ---------- Total cash and cash equivalents 34,20633,751 33,489 Special deposits 3,1498,780 19,077 Accounts receivable: Customer (less allowance for doubtful accounts of $1.1 million in 1994 and 1993) 55,41678,098 66,575 Associated companies 5,8663,786 2,952 Other 8,8918,764 10,656 Accrued unbilled revenues 50,94864,656 64,314 Deferred fuel costs 7,2124,422 - Accumulated deferred income taxes 3,393- 6,031 Materials and supplies - at average cost 84,06586,013 87,204 Rate deferrals 28,422 28,422 Prepayments and other 24,39338,420 16,510 ---------- ---------- Total 305,961355,112 335,230 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 47,37240,485 54,031 SFAS 109 regulatory asset - net 350,157352,846 349,703 Unamortized loss on reaquiredreacquired debt 46,80445,754 47,853 Other 48,18147,131 46,068 ---------- ---------- Total 492,514486,216 497,655 ---------- ---------- TOTAL $4,443,325$4,481,815 $4,463,998 ========== ========== See Notes to Financial Statements.
LOUISIANA POWER & LIGHT COMPANY BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 250,000,000 shares; issued and outstanding 165,173,180 shares in 1994 and 1993 $1,088,900 $1,088,900 Capital stock expense and other (5,771) (6,109) Retained earnings 103,006115,311 89,849 ---------- ---------- Total common shareholder's equity 1,186,1351,198,440 1,172,640 Preferred stock: Without sinking fund 160,500 160,500 With sinking fund 118,802118,793 126,302 Long-term debt 1,457,7511,457,902 1,457,626 ---------- ---------- Total 2,923,1882,935,635 2,917,068 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 32,08226,683 27,508 Other 29,60033,211 27,672 ---------- ---------- Total 61,68259,894 55,180 ---------- ---------- Current Liabilities: Currently maturing long-term debt 25,315315 25,315 Notes payable-associatedpayable: Associated companies 24,89354,954 52,041 Other 19,200 - Accounts payable: Associated companies 41,91135,082 33,523 Other 56,92859,036 76,284 Customer deposits 53,02253,705 52,234 Accumulated deferred income taxes 8,621 - Taxes accrued 28,50524,070 15,110 Interest accrued 36,11841,080 42,141 Dividends declared 5,7015,647 5,938 Deferred revenue - gas supplier judgment proceeds 4,349- 14,632 Deferred fuel cost - 605 Obligations under capital leases 33,867 33,867 Other 8,3828,012 9,741 ---------- ---------- Total 318,991343,589 361,431 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 845,538851,973 834,899 Accumulated deferred investment tax credits 187,128185,413 188,843 Deferred interest - Waterford 3 lease obligation 25,53025,688 25,372 Other 81,26879,623 81,205 ---------- ---------- Total 1,139,4641,142,697 1,130,319 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,443,325$4,481,815 $4,463,998 ========== ========== See Notes to Financial Statements.
LOUISIANA POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Six Months Ended March 31,June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 -------- --------1994 1993 (In Thousands) Operating Revenues: $383,826 $357,856Revenues $441,643 $399,570 $825,469 $757,426 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 58,108 62,59685,518 49,991 143,626 112,587 Purchased power 103,496 85,661101,841 104,571 205,337 190,232 Nuclear refueling outage expenses 4,591 4,5674,885 4,631 9,476 9,198 Other operation and maintenance 73,632 75,88386,143 82,668 159,775 158,551 Depreciation and decommissioning 37,392 35,38837,451 35,521 74,843 70,909 Taxes other than income taxes 14,437 11,55213,919 12,332 28,356 23,884 Income taxes 16,843 18,67524,313 23,497 41,156 42,172 Amortization of rate deferrals 6,659 6,6596,887 6,887 13,546 13,546 -------- -------- -------- -------- Total 315,158 300,981360,957 320,098 676,115 621,079 -------- -------- -------- -------- Operating Income 68,668 56,87580,686 79,472 149,354 136,347 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 1,111 603978 721 2,089 1,324 Miscellaneous - net 607 457130 444 441 650 Income taxes (10) 2,28550 (45) 40 2,240 -------- -------- -------- -------- Total 1,708 3,3451,158 1,120 2,570 4,214 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 31,197 31,11231,100 31,761 62,297 62,873 Other interest - net 2,884 3,7773,040 2,382 5,628 5,908 Allowance for borrowed funds used during construction (801) (402)(649) (483) (1,450) (885) -------- -------- -------- -------- Total 33,280 34,48733,491 33,660 66,475 67,896 -------- -------- -------- -------- Net Income 37,096 25,73348,353 46,932 85,449 72,665 Preferred Stock Dividend Requirements and Other 6,119 6,4565,701 6,291 11,820 12,747 -------- -------- -------- -------- Earnings Applicable to Common Stock $30,977 $19,277$42,652 $40,641 $73,629 $59,918 ======== ======== ======== ======== See Notes to Financial Statements.
LOUISIANA POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the ThreeSix Months Ended March 31,June 30, 1994 and 1993 (Unaudited) 1994 1993 ------- ------- (In Thousands) Operating Activities: Net income $37,096 $25,733$85,449 $72,665 Noncash items included in net income: Change in rate deferrals 6,659 6,65913,546 13,546 Depreciation and decommissioning 37,392 35,38874,843 70,909 Deferred income taxes and investment tax credits 11,147 9,13325,253 26,730 Allowance for equity funds used during construction (1,111) (603)(2,089) (1,324) Amortization of deferred revenues (10,283) (9,311)(14,632) (19,799) Changes in working capital: Receivables 23,376 12,076(10,807) (3,985) Accounts payable (10,968) (34,287)(15,689) (16,449) Taxes accrued 13,395 14,0698,960 1,334 Interest accrued (6,023) (3,986)(1,061) (247) Other working capital accounts 2,796 13,481(15,707) (14,808) Refunds to customers - gas contract settlement - (56,027) Decommissioning trust contributions (1,204) (1,000)(2,408) (2,000) Other (2,755) 4,119 ------- -------1,464 8,231 -------- -------- Net cash flow provided by operating activities 99,517 15,444 ------- -------147,122 78,776 -------- -------- Investing Activities: Construction expenditures (41,381) (37,935)(78,552) (67,953) Allowance for equity funds used during construction 1,111 603 ------- -------2,089 1,324 -------- -------- Net cash flow used in investing activities (40,270) (37,332) ------- -------(76,463) (66,629) -------- -------- Financing Activities: Proceeds from the issuance of firstof: First mortgage bonds - 100,000 ChangeOther long-term debt - 33,000 Changes in short-term borrowings (27,148) -22,113 32,706 Retirement of otherof: First mortgage bonds (25,000) (100,919) Other long-term debt (44) -(63) (21,799) Redemption of preferred stock (7,500) (7,500)(7,509) (12,500) Dividends paid: Common stock (17,900) (30,600)(48,300) (33,400) Preferred stock (5,938) (6,675) ------- -------(11,638) (13,089) -------- -------- Net cash flow provided by (used in)used in financing activities (58,530) 55,225 ------- -------(70,397) (16,001) -------- -------- Net increase (decrease) in cash and cash equivalents 717 33,337262 (3,854) Cash and cash equivalents at beginning of period 33,489 22,782 ------- --------------- -------- Cash and cash equivalents at end of period $34,206 $56,119 ======= =======$33,751 $18,928 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $37,730 $37,425$64,396 $64,971 Income taxes - $2,016$18,219 $17,840 Noncash investing and financing activities: Capital lease obligations incurred $9,677 - Excess of fair value of decommissioning trust assets over amount invested $843$220 - See Notes to Financial Statements.
LOUISIANA POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three Months Ended March 31, 1994 and 1993 (Unaudited) Increase/ Description 1994 1993 (Decrease) % - ----------------------------------------------------------------------------------- (In Millions) Electric Operating Revenues: Residential $ 124.9 $ 109.6 $ 15.3 14 Commercial 80.8 73.2 7.6 10 Industrial 159.9 152.4 7.5 5 Governmental 7.9 7.5 0.4 5 ------- ------- ------ Total retail 373.5 342.7 30.8 9 Sales for resale 6.9 6.3 0.6 10 Other 3.4 8.9 (5.5) (62) ------- ------- ------ Total $ 383.8 $ 357.9 $ 25.9LOUISIANA POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 139.4 $ 117.0 $ 22.4 19 Commercial 92.0 78.7 13.3 17 Industrial 169.1 152.3 16.8 11 Governmental 7.9 6.6 1.3 20 --------- --------- ------- Total retail 408.4 354.6 53.8 15 Sales for resale 8.8 12.6 (3.8) (30) Other 24.4 32.4 (8.0) (25) --------- --------- ------- Total $ 441.6 $ 399.6 $ 42.0 11 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,691 1,535 156 10 Commercial 1,118 1,025 93 9 Industrial 3,979 3,909 70 2 Governmental 99 92 7 8 --------- --------- ------- Total retail 6,887 6,561 326 5 Sales for resale 217 379 (162) (43) --------- --------- ------- Total 7,104 6,940 164 2 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 264.4 $ 226.6 $ 37.8 17 Commercial 172.8 151.9 20.9 14 Industrial 329.0 304.7 24.3 8 Governmental 15.8 14.1 1.7 12 --------- --------- ------- Total retail 782.0 697.3 84.7 12 Sales for resale 15.7 18.9 (3.2) (17) Other 27.8 41.2 (13.4) (33) --------- --------- ------- Total $ 825.5 $ 757.4 $ 68.1 9 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 3,371 3,019 352 12 Commercial 2,146 1,960 186 9 Industrial 7,956 7,734 222 3 Governmental 206 194 12 6 --------- --------- ------- Total retail 13,679 12,907 772 6 Sales for resale 345 519 (174) (34) --------- --------- ------- Total 14,024 13,426 598 4 ========= ========= ======= ======= ====== Billed Electric Energy Sales (Millions of KWH): Residential 1,680 1,484 196 13 Commercial 1,028 935 93 10 Industrial 3,977 3,825 152 4 Governmental 107 102 5 5 ------- ------- ------ Total retail 6,792 6,346 446 7 Sales for resale 128 140 (12) (9) ------- ------- ------ Total 6,920 6,486 434 7 ======= ======= ======
MISSISSIPPI POWER & LIGHT COMPANY BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) ASSETS Utility Plant: Electric $1,394,289$1,432,998 $1,389,229 Construction work in progress 104,20173,241 62,699 ---------- ---------- Total 1,498,4901,506,239 1,451,928 Less - accumulated depreciation and amortization 573,732568,726 577,728 ---------- ---------- Utility plant - net 924,758937,513 874,200 ---------- ---------- Other Property and Investments: Investment in subsidiary company - at equity 5,531 5,531 Other 4,7584,756 4,760 ---------- ---------- Total 10,28910,287 10,291 ---------- ---------- Current Assets: Cash 41,876355 7,999 Notes receivable 6,9396,673 7,118 Accounts receivable: Customer (less allowance for doubtful accounts of $2.5 million in 1994 and 1993) 32,90037,412 33,155 Associated companies 5,02212,016 7,342 Other 3,3183,891 3,672 Accrued unbilled revenues 42,12460,997 57,414 Fuel inventory - at average cost 8,9874,542 8,652 Materials and supplies - at average cost 20,89321,664 20,886 Rate deferrals 101,459106,032 96,935 Prepayments and other 8,10214,806 13,763 ---------- ---------- Total 271,620268,388 256,936 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 479,043451,204 504,428 Notes receivable 8,3096,767 9,951 Other 32,92829,741 20,931 ---------- ---------- Total 520,280487,712 535,310 ---------- ---------- TOTAL $1,726,947$1,703,900 $1,676,737 ========== ========== See Notes to Financial Statements.
MISSISSIPPI POWER & LIGHT COMPANY BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 15,000,000 shares; issued and outstanding 8,666,357 shares in 1994 and 1993 $199,326 $199,326 Capital stock expense and other (1,762) (1,864) Retained earnings 235,921251,472 236,337 ---------- ---------- Total common shareholder's equity 433,485449,036 433,799 Preferred stock: Without sinking fund 57,881 57,881 With sinking fund 38,770 46,770 Long-term debt 476,194494,451 516,156 ---------- ---------- Total 1,006,3301,040,138 1,054,606 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 654622 686 Other 8,93510,720 6,231 ---------- ---------- Total 9,58911,342 6,917 ---------- ---------- Current Liabilities: Currently maturing long-term debt 88,25040,015 48,250 Notes payablepayable: Associated companies 30,922 11,568 Other 30,000 - associated companies 71,589 11,568 Accounts payable: Associated companies 35,27234,714 29,181 Other 23,85519,991 12,157 Customer deposits 21,68721,898 21,474 Taxes accrued 10,10624,013 24,252 Accumulated deferred income taxes 43,09945,237 41,758 Interest accrued 16,21518,954 23,171 Dividends declared 1,9551,797 1,985 Obligations under capital leases 148140 156 Other 15,90014,097 17,147 ---------- ---------- Total 328,076281,778 231,099 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 310,783301,620 311,616 Accumulated deferred investment tax credits 36,73436,276 37,193 SFAS 109 regulatory liability - net 23,46622,988 23,626 Other 11,9699,758 11,680 ---------- ---------- Total 382,952370,642 384,115 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $1,726,947$1,703,900 $1,676,737 ========== ========== See Notes to Financial Statements.
MISSISSIPPI POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Six Months Ended March 31,June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 -------- --------1994 1993 (In Thousands) Operating Revenues: $187,417 $179,467Revenues $229,790 $229,506 $417,207 $408,973 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 22,795 9,93341,818 31,416 64,613 41,349 Purchased power 64,322 75,38958,558 71,294 122,880 146,683 Other operation and maintenance 36,573 33,40440,643 38,596 77,216 72,000 Depreciation and amortization 8,706 8,0189,051 7,980 17,757 15,998 Taxes other than income taxes 10,276 10,01110,460 9,823 20,736 19,834 Income taxes 1,225 99010,628 14,337 11,853 15,327 Amortization of rate deferrals 24,805 17,58824,804 17,589 49,609 35,177 -------- -------- -------- -------- Total 168,702 155,333195,962 191,035 364,664 346,368 -------- -------- -------- -------- Operating Income 18,715 24,13433,828 38,471 52,543 62,605 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 576 169445 226 1,021 395 Miscellaneous - net 94 502158 53 252 555 Income taxes (36) (187)(61) (20) (97) (207) -------- -------- -------- -------- Total 634 484542 259 1,176 743 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 12,037 13,92211,159 12,799 23,196 26,721 Other interest - net 1,430 7411,844 753 3,274 1,494 Allowance for borrowed funds used during construction (367) (121)(286) (161) (653) (282) -------- -------- -------- -------- Total 13,100 14,54212,717 13,391 25,817 27,933 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 6,249 10,07621,653 25,339 27,902 35,415 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $19,456) - - - 32,706 -------- -------- -------- -------- Net Income 6,249 42,78221,653 25,339 27,902 68,121 Preferred Stock Dividend Requirements and Other 2,075 2,3951,955 2,374 4,030 4,769 -------- -------- -------- -------- Earnings Applicable to Common Stock $4,174 $40,387$19,698 $22,965 $23,872 $63,352 ======== ======== ======== ======== See Notes to Financial Statements.
MISSISSIPPI POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the ThreeSix Months Ended March 31,June 30, 1994 and 1993 (Unaudited) 1994 1993 ------- ------- (In Thousands) Operating Activities: Net income $6,249 $42,782$27,902 $68,121 Noncash items included in net income: Cumulative effect of a change in accounting principle - (32,706) Change in rate deferrals 20,861 9,79144,127 19,215 Depreciation and amortization 8,706 8,01817,757 15,998 Deferred income taxes and investment tax credits 673 (2,531)(7,288) (4,878) Allowance for equity funds used during construction (576) (169)(1,021) (395) Changes in working capital: Receivables 18,219 16,686(12,733) (14,370) Fuel inventory (335) 3494,110 783 Accounts payable 17,789 5,67913,367 10,608 Taxes accrued (14,146) (16,511)(239) (3,217) Interest accrued (6,956) (7,670)(4,217) 194 Other working capital accounts 4,799 (3,317)(4,002) (11,562) Other (8,419) 1,688 ------- -------(4,311) 4,533 -------- -------- Net cash flow provided by operating activities 46,864 22,089 ------- -------73,452 52,324 -------- -------- Investing Activities: Construction expenditures (58,989) (10,854)(80,224) (23,693) Allowance for equity funds used during construction 576 169 ------- -------1,021 395 -------- -------- Net cash flow used in investing activities (58,413) (10,685) ------- -------(79,203) (23,298) -------- -------- Financing Activities: Proceeds from the issuance of generalof: General and refunding bonds - 125,000 Other long-term debt 15,652 - Retirement of: First mortgage bonds - (73,185) General and refunding bonds -(30,000) (55,000) Other long-term debt (16,045) (120) Redemption of preferred stock (8,000) (8,000) Dividends paid: Common stock (4,600) (13,000)(8,800) (27,900) Preferred stock (1,995) (2,427) Change(4,054) (4,906) Changes in short-term borrowings 60,02149,354 - ------- --------------- -------- Net cash flow provided by (used in)used in financing activities 45,426 (26,612) ------- -------(1,893) (44,111) -------- -------- Net increase (decrease)decrease in cash and cash equivalents 33,877 (15,208)(7,644) (15,085) Cash and cash equivalents at beginning of period 7,999 34,008 ------- --------------- -------- Cash and cash equivalents at end of period $41,876 $18,800 ======= =======$355 $18,923 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest - net of amount capitalized $19,590 $22,211$29,113 $27,356 Income taxes $(1,532) $3,428$8,577 $9,912 See Notes to Financial Statements.
MISSISSIPPI POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three Months Ended March 31, 1994 and 1993 (Unaudited) Increase/ Description 1994 1993 (Decrease) % - ----------------------------------------------------------------------------------- (In Millions) Electric Operating Revenues: Residential $ 76.1 $ 70.0 $ 6.1 9 Commercial 58.4 53.4 5.0 9 Industrial 44.1 40.0 4.1 10 Governmental 6.6 6.4 0.2 3 ------ ------ ----- Total retail 185.2 169.8 15.4 9 Sales for resale 8.1 5.6 2.5 45 Other (5.9) 4.1 (10.0) (244) ------ ------ ----- Total $187.4 $179.5 $ 7.9 4 ====== ====== ===== Billed Electric Energy Sales (Millions of KWH): Residential 976 890 86 10 Commercial 683 624 59 9 Industrial 692 623 69 11 Governmental 77 74 3 4 ------ ------ ----- Total retail 2,428 2,211 217 10 Sales for resale 132 51 81 159 ------ ------ ----- Total 2,560 2,262 298 13 ====== ====== =====
MISSISSIPPI POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 75.0 $ 70.2 $ 4.8 7 Commercial 61.9 57.5 4.4 8 Industrial 45.0 42.3 2.7 6 Governmental 7.3 6.8 0.5 7 --------- --------- ------- Total retail 189.2 176.8 12.4 7 Sales for resale 15.5 12.9 2.6 20 Other 25.1 39.8 (14.7) (37) --------- --------- ------- Total $ 229.8 $ 229.5 $ 0.3 - ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 869 773 96 12 Commercial 749 656 93 14 Industrial 713 651 62 10 Governmental 87 77 10 13 --------- --------- ------- Total retail 2,418 2,157 261 12 Sales for resale 441 315 126 40 --------- --------- ------- Total 2,859 2,472 387 16 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 151.1 $ 140.2 $ 10.9 8 Commercial 120.3 110.9 9.4 8 Industrial 89.1 82.3 6.8 8 Governmental 13.9 13.2 0.7 5 --------- --------- ------- Total retail 374.4 346.6 27.8 8 Sales for resale 23.6 18.5 5.1 28 Other 19.2 43.9 (24.7) (56) --------- --------- ------- Total $ 417.2 $ 409.0 $ 8.2 2 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,845 1,663 182 11 Commercial 1,432 1,280 152 12 Industrial 1,405 1,274 131 10 Governmental 164 151 13 9 --------- --------- ------- Total retail 4,846 4,368 478 11 Sales for resale 573 366 207 57 --------- --------- ------- Total 5,419 4,734 685 14 ========= ========= =======
NEW ORLEANS PUBLIC SERVICE INC. BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 -------- -------- (In Thousands) ASSETS Utility Plant: Electric $478,873$478,120 $476,976 Natural gas 114,902114,853 113,666 Construction work in progress 17,72622,750 15,205 -------- -------- Total 611,501615,723 605,847 Less - accumulated depreciation and amortization 334,716338,172 330,268 -------- -------- Utility plant - net 276,785277,551 275,579 -------- -------- Other Investments: Investment in subsidiary company - at equity 3,259 3,259 -------- -------- Current Assets: Cash and cash equivalents: Cash 2,5978,224 1,176 Temporary cash investments - at cost, which approximates market: Associated companies 27,76417,522 10,034 Other 31,97229,996 32,107 -------- -------- Total cash and cash equivalents 62,33355,742 43,317 Accounts receivable: Customer (less allowance for doubtful accounts of $0.8 million in 1994 and 1993) 31,20330,965 35,801 Associated companies 1,1661,104 1,378 Other 774872 876 Accrued unbilled revenues 15,49221,915 19,643 Deferred electric fuel and resale gas costs 1,1413,862 6,323 Accumulated deferred income taxes 492 - Materials and supplies - at average cost 9,2039,941 11,885 Rate deferrals 26,06827,678 24,587 Prepayments and other 10,7328,991 2,994 -------- -------- Total 158,112161,562 146,804 -------- -------- Deferred Debits and Other Assets: Rate deferrals 197,706190,720 204,190 SFAS 109 regulatory asset - net 9,1649,699 9,004 Other 9,3499,638 8,769 -------- -------- Total 216,219210,057 221,963 -------- -------- TOTAL $654,375$652,429 $647,605 ======== ======== See Notes to Financial Statements.
NEW ORLEANS PUBLIC SERVICE INC. BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 -------- -------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $4 par value, authorized 10,000,000 shares; issued and outstanding 8,435,900 shares in 1994 and 1993 $33,744 $33,744 Paid-in capital 36,201 36,156 Retained earnings subsequent to the elimination of the accumulated deficit of $13.9 million on November 30, 1988 101,911113,948 100,556 -------- -------- Total common shareholder's equity 171,856183,893 170,456 Preferred stock: Without sinking fund 19,780 19,780 With sinking fund 3,450 4,950 Long-term debt 179,124164,136 188,312 -------- -------- Total 374,210371,259 383,498 -------- -------- Other Noncurrent Liabilities: Accumulated provision for losses 18,022 18,022 Other 5,5616,716 3,351 -------- -------- Total 23,58324,738 21,373 -------- -------- Current Liabilities: Currently maturing long-term debt 24,200 15,000 Accounts payable: Associated companies 18,63517,998 23,080 Other 19,69723,292 22,011 Customer deposits 16,97816,987 16,617 Accumulated deferred income taxes 3,880- 4,968 Taxes accrued 11,01812,334 5,161 Interest accrued 4,7544,793 5,472 Dividends declared 374 432 Other 16,17416,337 6,935 -------- -------- Total 115,710116,315 99,676 -------- -------- Deferred Credits: Accumulated deferred income taxes 102,265100,707 105,096 Accumulated deferred investment tax credits 11,40611,220 11,592 Other 27,20128,190 26,370 -------- -------- Total 140,872140,117 143,058 -------- -------- Commitments and Contingencies (Notes 1 and 2) TOTAL $654,375$652,429 $647,605 ======== ======== See Notes to Financial Statements.
NEW ORLEANS PUBLIC SERVICE INC. STATEMENTS OF INCOME For the Three and Six Months Ended March 31,June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 -------- --------1994 1993 (In Thousands) Operating Revenues: Electric $78,855 $79,419$107,617 $101,565 $186,472 $180,984 Natural gas 38,233 29,14716,785 18,617 55,018 47,764 -------- -------- -------- -------- Total 117,088 108,566124,402 120,182 241,490 228,748 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses and gas purchased for resale 33,915 26,13326,044 20,676 59,959 46,809 Purchased power 37,732 37,01335,209 39,450 72,941 76,463 Other operation and maintenance 19,671 21,97120,289 20,596 39,960 42,567 Depreciation and amortization 4,710 4,2924,743 4,303 9,453 8,594 Taxes other than income taxes 7,054 6,2706,877 6,738 13,931 13,008 Income taxes 619 1,1017,555 7,025 8,174 8,127 Rate deferrals: Rate deferrals - (1,313)(313) - (1,626) Amortization of rate deferrals 6,928 4,2715,805 3,918 12,733 8,189 -------- -------- -------- -------- Total 110,629 99,738106,522 102,393 217,151 202,131 -------- -------- -------- -------- Operating Income 6,459 8,82817,880 17,789 24,339 26,617 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 113 -124 34 237 34 Miscellaneous - net 510 378474 760 984 1,138 Income taxes (525) 192(184) (176) (709) 16 -------- -------- -------- -------- Total 98 570414 618 512 1,188 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 4,369 5,0444,095 5,358 8,464 10,402 Other interest - net 459 374479 366 938 740 Allowance for borrowed funds used during construction (84) (2)(92) (31) (176) (33) -------- -------- -------- -------- Total 4,744 5,4164,482 5,693 9,226 11,109 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 1,813 3,98213,812 12,714 15,625 16,696 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $6,592) - - - 10,948 -------- -------- -------- -------- Net Income 1,813 14,93013,812 12,714 15,625 27,644 Preferred Stock Dividend Requirements 375 432 833 903 and Other 458 471-------- -------- -------- -------- Earnings Applicable to Common Stock $ 1,355 $14,459$13,437 $12,282 $14,792 $26,741 ======== ======== ======== ======== See Notes to Financial Statements.
NEW ORLEANS PUBLIC SERVICE INC. STATEMENTS OF CASH FLOWS For the ThreeSix Months Ended March 31,June 30, 1994 and 1993 (Unaudited) 1994 1993 ------- ------- (In Thousands) Operating Activities: Net income $1,813 $14,930$15,625 $27,644 Noncash items included in net income: Cumulative effect of a change in accounting principle - (10,948) Change in rate deferrals 5,003 2,05610,379 5,461 Depreciation and amortization 4,710 4,2929,453 8,594 Deferred income taxes and investment tax credits (4,254) (1,384)(10,899) (1,157) Allowance for equity funds used during construction (113)(237) (34) Net pension expense - 2,204 Changes in working capital: Receivables 9,063 2,4832,842 884 Accounts payable (6,759) (3,521)(3,801) (8,944) Taxes accrued 5,857 2,9097,173 (706) Interest accrued (718) 471(679) (522) Other working capital accounts 9,726 (4,746)8,180 (8,611) Other 2,180 1,097 ------- -------3,752 628 -------- -------- Net cash flow provided by operating activities 26,508 7,639 ------- -------41,788 14,493 -------- -------- Investing Activities: Construction expenditures (5,634) (3,779)(10,855) (8,644) Allowance for equity funds used during construction 113 - ------- -------237 34 -------- -------- Net cash flow used in investing activities (5,521) (3,779) ------- -------(10,618) (8,610) -------- -------- Financing Activities: Proceeds from the issuance of general and refunding bonds - 70,000 Retirement of general and refunding bonds - (29,400)(15,000) (44,400) Redemption of preferred stock (1,500) (1,500) Dividends paid: Common stock (1,400) (6,100) Preferred stock dividend payments (471) (490) ------- -------(845) (961) -------- -------- Net cash flow provided by (used in) financing activities (1,971) 38,610 ------- -------(18,745) 17,039 -------- -------- Net increase in cash and cash equivalents 19,016 42,47012,425 22,922 Cash and cash equivalents at beginning of period 43,317 46,070 ------- --------------- -------- Cash and cash equivalents at end of period $62,333 $88,540 ======= =======$55,742 $68,992 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $5,244 $4,820$9,663 $11,407 Income taxes - $2,386$12,671 $8,236 See Notes to Financial Statements.
NEW ORLEANS PUBLIC SERVICE INC. SELECTED OPERATING RESULTS For the Three Months Ended March 31, 1994 and 1993 (Unaudited) Increase/ Description 1994 1993 (Decrease) % - ---------------------------------------------------------------------------------- (In Millions) Electric operating Revenues: Residential $ 28.0 $ 24.6 $ 3.4 14 Commercial 39.0 36.5 2.5 7 Industrial 6.3 5.8 0.5 9 Governmental 13.9 13.4 0.5 4 ------ ------ ------ Total retail 87.2 80.3 6.9 9 Sales for resale 1.4 2.5 (1.1) (44) Other (9.7) (3.4) (6.3)(185) ------ ------ ------ Total $ 78.9 $ 79.4 $ (0.5) (1) ====== ====== ====== Billed Electric Energy Sales (Millions of KWH): Residential 367 327 40 12 Commercial 457 437 20 5 Industrial 119 110 9 8 Governmental 210 202 8 4 ------ ------ ------ Total retail 1,153 1,076 77 7 Sales for resale 29 81 (52) (64) ------ ------ ------ Total 1,182 1,157 25 2 ====== ====== ======
NEW ORLEANS PUBLIC SERVICE INC. SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 33.6 $ 29.4 $ 4.2 14 Commercial 41.1 38.3 2.8 7 Industrial 6.8 6.2 0.6 10 Governmental 15.1 14.0 1.1 8 --------- --------- ------- Total retail 96.6 87.9 8.7 10 Sales for resale 3.1 3.3 (0.2) (6) Other 7.9 10.4 (2.5) (24) --------- --------- ------- Total $ 107.6 $ 101.6 $ 6.0 6 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 433 387 46 12 Commercial 498 469 29 6 Industrial 135 127 8 6 Governmental 234 218 16 7 --------- --------- ------- Total retail 1,300 1,201 99 8 Sales for resale 101 104 (3) (3) --------- --------- ------- Total 1,401 1,305 96 7 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 61.6 $ 54.0 $ 7.6 14 Commercial 80.1 74.8 5.3 7 Industrial 13.1 12.0 1.1 9 Governmental 29.0 27.4 1.6 6 --------- --------- ------- Total retail 183.8 168.2 15.6 9 Sales for resale 4.5 5.8 (1.3) (22) Other (1.8) 7.0 (8.8) (126) --------- --------- ------- Total $ 186.5 $ 181.0 $ 5.5 3 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 800 714 86 12 Commercial 955 906 49 5 Industrial 254 237 17 7 Governmental 445 420 25 6 --------- --------- ------- Total retail 2,454 2,277 177 8 Sales for resale 130 185 (55) (30) --------- --------- ------- Total 2,584 2,462 122 5 ========= ========= =======
SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) ASSETS Utility Plant: Electric $3,027,642$3,027,236 $3,027,537 Electric plant under lease 438,411438,136 437,941 Construction work in progress 42,66543,941 41,442 Nuclear fuel under capital lease 71,05563,899 79,625 ---------- ---------- Total 3,579,7733,573,212 3,586,545 Less - accumulated depreciation 694,415718,198 669,666 ---------- ---------- Utility plant - net 2,885,3582,855,014 2,916,879 ---------- ---------- Other Investments: Decommissioning trust fund 27,73628,734 24,787 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 10,783- 2,424 Temporary cash investments - at cost, which approximates market: Associated companies 61,07865,563 46,601 Other 70,336112,244 147,107 ---------- ---------- Total cash and cash equivalents 142,197177,807 196,132 Accounts receivable: Associated companies 63,07770,458 57,216 Other 2,7523,908 2,057 Materials and supplies - at average cost 70,29671,982 69,765 Recoverable income taxes 64,60060,000 63,400 Prepayments and other 7,8936,228 4,835 ---------- ---------- Total 350,815390,383 393,405 ---------- ---------- Deferred Debits and Other Assets: Recoverable income taxes 9,3565,741 29,289 SFAS 109 regulatory asset - net 385,098385,844 384,317 Unamortized loss on reacquired debt 57,27956,718 17,258 Other 127,219130,589 125,131 ---------- ---------- Total 578,952578,892 555,995 ---------- ---------- TOTAL $3,842,861$3,853,023 $3,891,066 ========== ========== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS March 31,June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 ---------- ---------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares in 1994 and 1993 $789,350 $789,350 Paid-in capital 7 7 Retained earnings 192,323196,036 228,574 ---------- ---------- Total common shareholder's equity 981,680985,393 1,017,931 Long-term debt 1,512,2981,542,648 1,511,914 ---------- ---------- Total 2,493,9782,528,041 2,529,845 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 16,1098,898 24,679 Other 18,22918,375 18,229 ---------- ---------- Total 34,33827,273 42,908 ---------- ---------- Current Liabilities: Currently maturing long-term debt 230,000200,000 230,000 Accounts payable: Associated companies 1,5579,587 1,928 Other 20,48123,781 18,223 Taxes accrued 7,27410,032 20,952 Interest accrued 47,17842,352 48,929 Obligations under capital leases 55,000 55,000 Other 2,5281,136 2,805 ---------- ---------- Total 364,018341,888 377,837 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 779,171782,702 775,630 Accumulated deferred investment tax credits 112,980112,111 113,849 Other 58,37661,008 50,997 ---------- ---------- Total 950,527955,821 940,476 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $3,842,861$3,853,023 $3,891,066 ========== ========== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF INCOME For the Three and Six Months Ended March 31,June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 -------- --------1994 1993 (In Thousands) Operating Revenues: $147,847 $164,630Revenues $151,219 $153,527 $299,066 $318,157 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 11,987 15,113 Nuclear refueling outage expenses - 4712,234 15,229 24,221 30,342 Other operation and maintenance 21,540 21,05025,951 26,258 47,491 47,355 Depreciation and decommissioning 22,969 22,67622,998 22,742 45,967 45,418 Taxes other than income taxes 6,873 6,2196,645 6,661 13,518 12,880 Income taxes 20,136 23,19417,612 17,098 37,748 40,292 -------- -------- -------- -------- Total 83,505 88,29985,440 87,988 168,945 176,287 -------- -------- -------- -------- Operating Income 64,342 76,33165,779 65,539 130,121 141,870 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 322 101312 160 634 261 Miscellaneous - net 1,837 1,6661,517 1,678 2,616 3,046 Income taxes (1,720) 1,337681 953 (1,039) 2,290 -------- -------- -------- -------- Total 439 3,1042,510 2,791 2,211 5,597 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 41,177 46,36240,697 46,034 81,874 92,396 Other interest - net 2,435 1,3832,760 1,121 4,457 2,206 Allowance for borrowed funds used during construction (380) (92)(93) (760) (185) -------- -------- -------- -------- Total 43,232 47,65343,077 47,062 85,571 94,417 -------- -------- -------- -------- Net Income $21,549 $31,782$25,212 $21,268 $46,761 $53,050 ======== ======== ======== ======== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF CASH FLOWS For the ThreeSix Months Ended March 31,June 30, 1994 and 1993 (Unaudited) 1994 1993 -------- -------- (In Thousands) Operating Activities: Net income $21,549 $31,782$46,761 $53,050 Noncash items included in net income: Depreciation and decommissioning 22,969 22,67645,967 45,418 Deferred income taxes and investment tax credits 5,705 5,9468,689 8,763 Allowance for equity funds used during construction (322) (101)(634) (261) Amortization of debt discount 1,685 1,1063,424 2,229 Changes in working capital: Receivables (6,556) 4,540(15,093) 6,063 Accounts payable 1,887 (7,554)13,217 (6,609) Taxes accrued (13,678) (9,856)(10,920) 3,480 Interest accrued (1,751) 1,167(6,577) (265) Other working capital accounts (3,866) (5,039)(5,279) (3,513) Recoverable income taxes 18,733 14,66326,948 26,204 Decommissioning trust contributions (1,241) (1,511)(2,503) (2,445) Other 8,285 (384)8,867 13,788 -------- -------- Net cash flow provided by operating activities 53,399 57,435112,867 145,902 -------- -------- Investing Activities: Construction expenditures (2,254) (1,850)(4,280) (5,311) Allowance for equity funds used during construction 322 101634 261 Nuclear fuel purchases (54) - -------- -------- Net cash flow used in investing activities (1,932) (1,749)(3,700) (5,050) -------- -------- Financing Activities: Proceeds from the issuance of first mortgage bonds 59,410 60,000 Retirement of first mortgage bonds (60,000) (60,000) Premium and expenses paid on refinancing sale/leaseback bonds (47,602) - Common stock dividend payments (57,800) (32,000)dividends paid (79,300) (63,800) -------- -------- Net cash flow used in financing activities (105,402) (32,000)(127,492) (63,800) -------- -------- Net increase (decrease) in cash and cash equivalents (53,935) 23,686(18,325) 77,052 Cash and cash equivalents at beginning of period 196,132 181,795 -------- -------- Cash and cash equivalents at end of period $142,197 $205,481$177,807 $258,847 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest - net of amount capitalized $42,561 $46,578$88,723 $92,638 Income taxes $(3,278) $(4,388)(refund) $4,730 ($6,741) Noncash investing and financing activities: Excess of fair value of decommissioning trust $291 - assets over amount invested $938 - See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES ARKANSAS POWER & LIGHT COMPANY GULF STATES UTILITIES COMPANY LOUISIANA POWER & LIGHT COMPANY MISSISSIPPI POWER & LIGHT COMPANY NEW ORLEANS PUBLIC SERVICE INC. SYSTEM ENERGY RESOURCES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1. COMMITMENTS AND CONTINGENCIES Cajun - River Bend Entergy Corporation and GSU GSU has significant business relationships with Cajun Electric Power Cooperative, Inc. (Cajun), including co-ownership of River Bend and Big Cajun 2 Unit 3. GSU and Cajun own 70% and 30% of River Bend, respectively, while Big Cajun 2 Unit 3 is owned 42% and 58% by GSU and Cajun, respectively. GSU operates River Bend, and Cajun operates Big Cajun 2 Unit 3. In June 1989, Cajun filed a civil action against GSU in the U. S. District Court for the Middle District of Louisiana. Cajun stated in its complaint that the object of the suit is to annul, rescind, terminate, and/or dissolve the Joint Ownership Participation and Operating Agreement entered into on August 28, 1979 (Operating Agreement) relating to River Bend. Cajun alleges fraud and error by GSU, breach of its fiduciary duties owed to Cajun, and/or GSU's repudiation, renunciation, abandonment, or dissolution of its core obligations under the Operating Agreement, as well as the lack or failure of cause and/or consideration for Cajun's performance under the Operating Agreement. The suit seeks to recover Cajun's alleged $1.6 billion investment in the unit as damages, plus attorneys' fees, interest, and costs. Two member cooperatives of Cajun have brought an independent action to declare the River Bend Operating Agreement void, based upon failure to get prior LPSC approval alleged to be necessary. GSU believes the suits are without merit and is contesting them vigorously. A trial without jury began on April 12, 1994, on the portion of the suit by Cajun to rescind the Operating Agreement began on April 12, 1994, and is continuing. No assurance can be given as to the outcome of this litigation. If GSU were ultimately unsuccessful in this litigation and were required to make substantial payments, GSU would probably be unable to make such payments and would probably have to seek relief from its creditors under the Bankruptcy Code. If GSU prevails in this litigation, no assurance can be provided that Cajun's weak financial condition will allow funding of all required costs of Cajun's ownership in River Bend. See pages 103 and 180 of the Form 10-K for the accounting treatment of preacquisition contingencies in connection with the Merger, including any charge resulting from an adverse resolution in the Cajun - River Bend litigation. In July 1992, Cajun notified GSU that it would fund a limited amount of costs related to the fourth refueling outage at River Bend, completed in September 1992. Cajun has also not funded its share of the costs associated with certain additional repairs and improvements at River Bend completed during thethat refueling outage. GSU has paid the costs associated with such repairs and improvements without waiving any rights against Cajun. GSU believes that Cajun is obligated to pay its share of such costs under the terms of the applicable contract. Cajun has filed a suit seeking a declaration that it does not owe such funds and seeking injunctive relief against GSU. GSU is contesting such suit and is reviewing its available legal remedies.suit. In September 1992, GSU received a letter from Cajun alleging that the operating and maintenance costs for River Bend are "far in excess of industry averages" and that "it would be imprudent for Cajun to fund these excessive costs." Cajun further stated that until it is satisfied it would fund a maximum of $700,000 per week under protest forduring the remainder of 1992. In a December 1992 letter, Cajun stated that it would also withhold costs associated with certain additional repairs, the majority of which the majority will bewere incurred during athe fifth refueling outage that began April 15,completed in July 1994. GSU believes that Cajun's allegations are without merit and is considering its legal and other remedies available with respect to the underpayments by Cajun. The total resulting from Cajun's failure to fund repair projects, Cajun's funding limitation on the fourth refueling outage,outages, and the weekly funding limitation by Cajun was $36.7$37 million as of March 31,June 30, 1994, compared with a $33.3 million unfunded balance as of December 31, 1993. These amounts are reflected in long-term receivables. GSU has been informed that Cajun has had serious financial problems including the recent finding of imprudence by the LPSC on Cajun's participation in the River Bend nuclear project. During 1994, and for the next several years, it is expected that Cajun's share of River Bend-related costs will be in the range of $60 million to $70 million per year. Cajun's weak financial condition could have a material adverse effect on GSU, including a possible NRC action with respect to the operation of River Bend and a need to bear additional costs associated with the co-owned facilities. If GSU is required to fund Cajun's share of costs, there can be no assurance that such payments will be recovered. Cajun's weak financial condition could also affect the ultimate collectibility of amounts owed to GSU, including any amounts awarded in litigation. Cajun - Transmission Service Entergy Corporation and GSU GSU and Cajun are parties to FERC proceedings related to transmission service charge disputes. In April 1992, FERC issued a final order. In May 1992, GSU and Cajun filed motions for rehearings which are pending consideration by FERC. In June 1992, GSU filed a petition for review in the United States Court of Appeals regarding certain of the issues decided by FERC. In August 1993, the United States Court of Appeals rendered an opinion reversing the FERC order regarding the portion of such disputes relating to the calculations of certain credits and equalization charges under GSU's service schedules with Cajun. The opinion remanded the issues to FERC for further proceedings consistent with its opinion. In January 1994, FERC denied GSU's request to collect a surcharge while FERC considers the court's remand.remand, which GSU has appealed. GSU interprets the FERC order and the courtUnited States Court of appeals'Appeals' decision to mean that Cajun would owe GSU approximately $86$90 million as of March 31,June 30, 1994. GSU further estimates that if it prevails in its May 1992 motion for rehearing, Cajun would owe GSU approximately $119$125 million as of March 31,June 30, 1994. If Cajun were to prevail in its May 1992 motion for rehearing to FERC, and if GSU were not to prevail in its May 1992 motion for rehearing to FERC, and if FERC does not implement the court's remand as GSU contends is required, GSU estimates it would owe Cajun ap proximately $77$81 million as of March 31,June 30, 1994. The above amounts are exclusive of a $7.3 million payment by Cajun on December 31, 1990, which the parties agreed to apply to the disputed transmission service charges. GSU and Cajun further agreed that their positions at FERC would remain unaffected by the $7.3 million.million payment. Pending FERC's ruling on the May 1992 motions for rehearing, GSU has continued to bill Cajun utilizing the historical billing methodology and has booked underpaid transmission charges, including interest, in the amount of $145.8$151 million as of March 31,June 30, 1994. This amount is reflected in long- term receivables and in other deferred credits, with no effect on net income. Financial Condition GSU Although GSU received partial rate relief relating to River Bend, GSU's financial position was strained from 1986 to 1990 by its inability to earn a return on and fully recover its investment and other costs associated with River Bend. GSU's financial position has continued to improve; however, issues to be finally resolved in PUCT rate proceedings and appeals thereof, as discussed in Note 2, combined with the application of accounting standards, may result in substantial write-offs and charges that could result in substantial net losses being reported in 1994, and subsequent periods, with resulting substantial adverse adjustments to common shareholder's equity. Future earnings will continue to be adversely affected by the lack of full recovery and return on the investment and other costs associated with River Bend. Capital Requirements and Financing Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy Construction expenditures (excluding nuclear fuel) for the years 1994, 1995, and 1996, and long-term debt and preferred stock maturities and cash sinking fund requirements for the period 1994-1996, are estimated to total (in millions): Long-term Debt and Construction Expenditures Preferred Stock Maturities and Cash Sinking Fund Construction Expenditures Requirements 1994 1995 1996 1994-1996 Entergy $629 $560 $550 $1,413$1,415 AP&L $181 $172 $175 $ 83$112 GSU $140 $128 $119 $ 215$215 LP&L $134 $143 $142 $ 162$165 MP&L $130 $ 63 $ 63 $ 228$63 $63 $228 NOPSI $ 25 $ 26 $ 26$25 $26 $26 $ 81 $ 18 $ 22 $ 23 $ 645System Energy $18 $22 $23 $615 The System plans to meet the above requirements with internally generated funds, including collections under the System operating companies' rate phase-in plans, and cash on hand, supplemented by the issuance of long-term debt and preferred stock. See pages 130-131, 205-206, 240-241, 271-272, and 301 of the Form 10-K and Notes 34 and 45 for information on the possible issuance of preferred stock, common stock, and long-term debt, and the possible retirement, redemption, purchase, or other acquisition of outstanding securities by the System operating companies and System Energy. Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs Entergy Corporation, AP&L, GSU, LP&L, and System Energy See pages 96-97, 133-134, 174-175, 208, and 304 of the Form 10-K for information on nuclear liability, property and replacement power insurance, and related NRC regulations. See pages 97-98, 134, 175, 208-209, and 304-305 of the Form 10-K for information on the disposal of spent nuclear fuel, other high-level radioactive waste, and decommissioning costs associated with ANO, River Bend, Waterford 3, and Grand Gulf 1. Decommissioning costs for ANO, and Waterford 3, are currently estimatedand Grand Gulf 1 have been recently revised to be approximately $806.3 million, (based on a recent interim update to the 1992 update of the original cost study) and $320.1 million, (based on a recently completed 1993 update to the original cost study),and $365.9 million, respectively. In March 1994, AP&L filed with the APSC thisan interim update of the ANO cost study, which reflected significant increases in costs of low-level radioactive waste disposal. AP&L expects to include the updated costs in thean annual decommissioning cost rate rider filing withto be submitted for approval to the APSC during the fourth quarter of 1994. As of January 1994, LP&L began funding $4.8 million annually to fund the increased estimated costs for decommissioning Waterford 3. LP&L plans to file its recently revised cost study in connection with the LPSC's investigation of LP&L's rates (see Note 2). ANO Matters Entergy Corporation and AP&L See pages 30, 77, and 123 of the Form 10-K for information on leaks in certain steam generator tubes at ANO 2 that were discovered and repaired during an outage in March 1992. During a refueling outage in September 1992, a comprehensive inspection of all steam generator tubing was conducted and necessary repairs were made. During a mid-cycle outage in May 1993, a scheduled special inspection of certain steam generator tubing was conducted by Entergy Operations, and additional repairs were made. Entergy Operations operated ANO 2 with no further steam generator inspections until the refueling outage whichthat was completed on April 23, 1994. Inspections during the outage revealed additional cracks,cracks; however, most were smaller than those seen in earlier inspections, except for one relatively large crack. Based upon results of these inspections and an inconclusive pressure test, Entergy Operations plans to inspect the steam generator tubes during a mid-cycle outage tentatively scheduled for January 1995. The operations and power output of the unit have not been materially adversely affected. Environmental Issues GSU GSU has been notified by the U. S. Environmental Protection Agency (EPA) that it has been designated as a potentially responsible party for the cleanup of sites on which GSU and others have or have been alleged to have disposed of material designated as hazardous waste. GSU is currently negotiating with the EPA and state authorities regarding the cleanup of some of these sites. Several class action and other suits have been filed in state and federal courts seeking relief from GSU and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resultedresulting from exposure on GSU premises. While the amounts at issue in the cleanup efforts and suits may be substantial, GSU believes that its results of operations and financial condition will not be materially affected by the outcome of the suits. As of March 31,June 30, 1994, GSU has accrued cumulative amounts related to the cleanup of six sites at which GSU has been designated a potentially responsible party, totaling $25.2 million since 1990. Through March 31,June 30, 1994, GSU has expensed $7.4$7.1 million cumulatively on the cleanup, resulting in a remaining liability of $17.8$18.1 million as of March 31,June 30, 1994. Waterford 3 Lease Obligations LP&L In September 1989, LP&L entered into three substantially identical, but entirely separate, transactions for the sale and leaseback of three undivided portions (aggregating approximately 9.3%) of its 100% ownership interest in Waterford 3. See pages 210-211 of the Form 10-K and Note 45 below for information. Upon the occurrence of certain events, LP&L may be obligated to pay amounts sufficient to permit the Owner Participants to withdraw from the lease transactions, and LP&L may be required to assume the outstanding bonds issued by the Owner Trustee to finance, in part, its acquisition of the undivided interests in Waterford 3. These events include failure, at specified dates, to maintain equity capital of at least 30% of adjusted capitalization and a fixed charge coverage ratio of at least 1.50. As of March 31,June 30, 1994, LP&L's total equity capital (including preferred stock) was 48.62%49.32% of adjusted capitalization, and its fixed charge coverage ratio was 3.27.3.30. Reimbursement Agreement System Energy Under the provisions of the Reimbursement Agreement, as amended, and letters of credit related to the Grand Gulf 1 sale and leaseback transactions, System Energy has agreed to a number of covenants relating to the maintenance of equity at not less than 33%, and common equity at not less than 29%, of adjusted capitalization, and a fixed charge coverage ratio of at least 1.60. As of March 31,June 30, 1994, System Energy's equity and common equity, in each case, approximated 34.03%34% of its adjusted capitalization, and its fixed charge coverage ratio was 1.86.1.91. Failure by System Energy to perform its covenants under the Reimbursement Agreement could give rise to a draw under the letters of credit and/or an early termination of the letters of credit. If such letters of credit were not replaced in a timely manner, a default under System Energy's related leases could result. See Note 2, "FERC Audit" belowAudit - Proposed Settlement," for information on a FERC order, that,proposed settlement, which, if ultimately sustained and implemented, couldwould cause System Energy to fall below the required equity and fixed charge coverage covenant levels. System Energy has obtained the consent of the banks (parties to the reimbursement agreement) to waive these covenants, for the 12-month period beginning with the earlier of thea write-off or the first refund, if the August 4 Order is implementedsuch write-off or refund occurs prior to December 31, 1994. System Energy believes the conditions included in the proposed settlement are covered by the waiver. The waiver is conditioned upon System Energy not paying any common stock dividends to Entergy Corporation until the equity ratio covenant is once again met. If the proposed settlement had been in effect as of June 30, 1994, System Energy's common equity would have been approximately 32.52% of its adjusted capitalization, and its fixed charge coverage ratio would have been approximately 1.28. System Energy expects that by the end of the 12 month waiver period, it will be in compliance with the equity and fixed charge covenants. Also, see pages 296-297 of the Form 10-K for further information. System Fuels AP&L, LP&L, MP&L, NOPSI, and System Energy See pages 133, 207, 242-243, 274, and 305 of the Form 10-K for information on certain commitments and contingencies of System Fuels, and related commitments and contingencies of AP&L, LP&L, MP&L, NOPSI, and System Energy, respectively, in connection with System Fuels' fuel procurement programs. Other Entergy Corporation and System Energy See pages 96 and 302 of the Form 10-K for information on Entergy Corporation's commitments to System Energy under the Capital Funds Agreement. AP&L, LP&L, MP&L, NOPSI, and System Energy See pages 302-303 of the Form 10-K for information on System Energy relating to the Unit Power Sales, Availability, and Reallocation Agreements. See also pages 132-133, 206-207, 242, and 273-274 of the Form 10-K for information on commitments and potential liabilities of AP&L, LP&L, MP&L, and NOPSI, respectively, relating to these agreements. NOTE 2. RATE AND REGULATORY MATTERS River Bend Entergy Corporation and GSU In May 1988, the PUCT granted GSU a permanent increase in annual revenues of $59.9 million resulting from the inclusion in rate base of approximately $1.6 billion of company-wide River Bend plant investment and approximately $182 million of related Texas retail jurisdiction deferred River Bend costs (Allowed Deferrals). In addition, the PUCT disallowed as imprudent $63.5 million of company-wide River Bend plant costs and placed in abeyance, with no finding of prudency,prudence, approximately $1.4 billion of company-wide River Bend plant investment and approximately $157 million of Texas retail jurisdiction deferred River Bend operating and carrying costs. The PUCT affirmed that the ultimate rate treatment of such amounts would be subject to future demonstration of the prudencyprudence of such costs. GSU and intervening parties appealed this order (Rate Appeal) and GSU filed a separate rate case asking that the abeyed River Bend plant costs be found prudent (Separate Rate Case). Intervening parties filed suit in a Texas district court to prohibit the Separate Rate Case. The district court's decision was ultimately appealed to the Texas Supreme Court, which ruled in 1990 that the prudence of the purported abeyed costs could not be relitigated in a separate rate proceeding. The Texas Supreme Court's decision stated that all issues relating to the merits of the original PUCT order, including the prudence of all River Bend- related costs, should be addressed in the Rate Appeal. In October 1991, the Texas district court in the Rate Appeal issued an order holding that, while it was clear the PUCT made an error in assuming it could set aside $1.4 billion of the total costs of River Bend and consider them in a later proceeding, the PUCT, nevertheless, found that GSU had not met its burden of proof related to the amounts placed in abeyance. The court also ruled that the Allowed Deferrals should not be included in rate base under a 1991 decision regarding El Paso Electric Company's similar deferred costs (El Paso Case).costs. The court further stated that the PUCT had erred in reducing GSU's deferred costs by $1.50 for each $1.00 of revenue collected under the interim rate increases authorized in 1987 and 1988. The court remanded the case to the PUCT with instructions as to the proper handling of the Allowed Deferrals. GSU's motion for rehearing was denied and, in December 1991, GSU filed an appeal of the October 1991 district court order. The PUCT also appealed the October 1991 district court order, which served to supersede the district court's judgment, rendering it unenforceable under Texas law. In August 1992, the court of appeals in the El Paso Case handed down its second opinion on rehearing modifying its previous opinion on deferred accounting. The court's second opinion concluded that the PUCT may lawfully defer operating and maintenance costs and subsequently include them in rate base, but that the Public Utility Regulatory Act prohibits such rate base treatment for deferred carrying costs. The court stated that its opinion would not preclude the recovery of deferred carrying costs. The August 1992 court of appeals opinion was appealed to the Texas Supreme Court where arguments were heard in September 1993. The matter is pending. In September 1993, the Texas Third District Court of Appeals (the Appellate Court) remanded the October 1991 district court decision to the PUCT "to reexamine the record evidence to whatever extent necessary to render a final order supported by substantial evidence and not inconsistent with our opinion." The Appellate Court specifically addressed the PUCT's treatment of certain costs, statingheld that the PUCT's orderfailure to include the company-wide $1.4 billion of River Bend construction costs in rate base was not based on substantial evidence. The Appellate Court also applied its most recent ruling in the El Paso Case to theheld that GSU's deferred operating and maintenance costs associated with the allowed portion of River Bend. However,Bend should be included in rate base, but that its deferred River Bend carrying costs should not be included in rate base. In May 1994, the Appellate Court cautionedwithdrew its September 1993 opinion and entered a substitute opinion, changing its earlier decision concerning the $1.4 billion of abeyed construction costs and affirming the district court's decision that there was substantial evidence to support the PUCT's 1988 decision not to include those costs in GSU's rate base. While acknowledging that the PUCT had exceeded its authority when it attempted to confinedefer a decision on the inclusion of those costs in rate base in order to allow GSU a further opportunity to demonstrate the prudence of those costs in a subsequent proceeding, the Appellate Court found that GSU had suffered no harm or lack of due process as a result of the PUCT's error. Accordingly, the Appellate Court held that the PUCT's action had the effect of disallowing the company-wide $1.4 billion of River Bend construction costs for ratemaking purposes. In its deliberationssubstituted opinion, the Appellate Court repeated its earlier decision that GSU's deferred operating and maintenance costs associated with the allowed portion of River Bend should be included in rate base, but that its deferred River Bend carrying costs should not be included in rate base. Since the PUCT had included both carrying costs and operating and maintenance costs in GSU's rate base, the Appellate Court remanded the case to the evidence addressedPUCT on this issue. The Appellate Court's substituted opinion was entered by two judges, with a third judge dissenting. The dissenting opinion states that the result of the majority opinion is, among other things, to deprive GSU of due process at the PUCT because the PUCT never reached a finding on the $1.4 billion of construction costs. In June 1994, the Texas Supreme Court decided three cases involving the inclusion of deferred costs in rate base. The Texas Supreme Court held that there is no distinction between the originaltreatment of deferred carrying costs and deferred operating and maintenance costs, and that such costs capitalized pursuant to a PUCT deferred accounting order may be included in rate case. Certain partiesbase through a subsequent rate case to the caseextent that they are found to have indicated their positionbeen prudently and reasonably incurred, that on remand,they are related to property used and useful in providing service, and that inclusion of those costs in rate base is necessary to preserve the PUCT may change its original order only with respect to matters specifically discussedutility's financial integrity. This test differs from the test applied by the Appellate Court which, if allowed, would increase GSU's allowedin its substituted opinion, and GSU has asked the Appellate Court to reconsider its opinion in light of these Texas Supreme Court cases. GSU has also asked the Appellate Court to reconsider its substituted opinion as to the $1.4 billion in River Bend investment, net of accumulated depreciation and related taxes,construction costs. Barring further review by approximately $47 million as of March 31, 1994.the Appellate Court, GSU believes that underwill appeal the Appellate Court's decision to the PUCT would be free to reconsider any aspect of its order concerning the abeyed $1.4 billion River Bend investment. GSU has filed a motion for rehearing asking the AppellateTexas Supreme Court to modify its order so as to permit the PUCT to take additional evidence on remand. The PUCT and other parties have also moved for rehearing on various grounds. The Appellate Court has not yet ruled on any of these motions.both issues. As of March 31,June 30, 1994, the River Bend plant costs disallowed for retail ratemaking purposes in Texas, and the River Bend plant costs held in abeyance, and the related cost deferrals totaled (net of taxes) approximately $14 million, $298$295 million (both net of depreciation), and $170 million, respectively. Allowed Deferrals were approximately $93$92 million, net of taxes and amortization, as of March 31,June 30, 1994. GSU estimates it has collected approximately $146$148 million of revenues as of March 31,June 30, 1994, as a result of the originally ordered rate treatment by the PUCT of these deferred costs. However, if the PUCT adopts the most recent decision in the El Paso Case, the possible refunds approximate $28 million as a resultIf recovery of the inclusionAllowed Deferrals is not upheld, future revenues based upon those allowed deferrals could also be lost, and no assurance can be given as to whether or not refunds of deferred carrying costs in rate base for the period July 1988 through December 1990. However, if the PUCT reverses its decision to reduce GSU'srevenue received based upon such deferred costs by $1.50 for each $1.00 of revenue collected under the interim rate increases authorized in 1987 and 1988, the potential refund of amounts described above couldpreviously recorded will be reduced by an amount ranging from $7 million to $19 million.required. No assurance can be given as to the timing or outcome of the remands or appeals described above. Pending further developments in these cases, GSU has made no write-offs for the River Bend- related costs. Management believes, based on advice from Clark, Thomas & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the case will be remanded to the PUCT, and the PUCT will be allowed to rule on the prudence of the abeyed River Bend plant costs. Rate Caps imposed by the PUCT's regulatory approval of the Merger could result in GSU being unable to use the full amount of a favorable decision to immediately increase rates; however, a favorable decision could permit some increases and/or limit or prevent decreases during the period the Rate Caps are in effect. At this time, management and legal counsel are unable to predict the amount, if any, of the abeyed and previously disallowed River Bend plant costs that ultimately may be disallowed by the PUCT. A net of tax write-off as of March 31,June 30, 1994, of up to $312$309 million could be required based on an ultimate adverse ruling by the PUCT's ultimate ruling.PUCT on the abeyed and disallowed costs. In prior proceedings, the PUCT has held that the original cost of nuclear power plants will be included in rates to the extent those costs were prudently incurred. Based upon the PUCT's prior decisions, management believes that its River Bend construction costs were prudently incurred and that it is reasonably possible that it will recover in rate base, or otherwise through means such as a deregulated asset plan, all or substantially all of the abeyed River Bend plant costs. However, management also recognizes that it is reasonably possible that not all of the abeyed River Bend plant costs may ultimately be recovered. As part of its direct case in the Separate Rate Case, GSU filed a cost reconciliation study prepared by Sandlin Associates, management consultants with expertise in the cost analysis of nuclear power plants, which supports the reasonableness of the River Bend costs held in abeyance by the PUCT. This reconciliation study determined that approximately 82% of the River Bend cost increase above the amount included by the PUCT in rate base was a result of changes in federal nuclear safety requirements and provided other support for the remainder of the abeyed amounts. There have been four other rate proceedings in Texas involving nuclear power plants. Investment in the plants ultimately disallowed ranged from 0% to 15%. Each case was unique, and the disallowances in each were made on a case-by-case basis for different reasons. Appeals of most, if not all, of these PUCT decisions are currently pending. The following factors support management's position that a loss contingency requiring accrual has not occurred, and its belief that all, or substantially all, of the abeyed plant costs will ultimately be recovered: 1. The $1.4 billion of abeyed River Bend plant costs have never been ruled imprudent and disallowed by the PUCT. 2. Sandlin Associates' analysis which supports the prudence of substantially all of the abeyed construction costs. 3. Historical inclusion by the PUCT of prudent construction costs in rate base. 4. The analysis of GSU's internal legal staff, which has considerable experience in Texas rate case litigation. Additionally, management believes, based on advice from Clark, Thomas, & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is probablereasonably possible that the Allowed Deferrals will continue to be recovered in rates. Management also believes, based on advice from Clark, Thomas, & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the deferred costs related to the $1.4 billion of abeyed River Bend plant costs will be allowed. However, assumingrecovered in rates to the August 1992 courtextent that the $1.4 billion of appeals' opinion in the El Paso Case is upheld and applied to GSU and the deferredabeyed River Bend plant is recovered. However, a write-off of the $170 million of deferred costs currently held in abeyancerelated to the $1.4 billion of abeyed River Bend plant costs would be required if they are not allowed to be recovered in rates as allowable costs, a net of tax write-off of up to $170 million could be required. In addition, future revenues based upon the deferred costs previously allowed in rate base could also be lost and no assurance can be given as to whether or not refunds (up to $28 million as of March 31, 1994) of revenue received based upon such deferred costs previously recorded will be required.rates. See pages 103 and 180 of the Form 10-K for the accounting treatment of preacquisition contingencies, including any River Bend write-down. FERC Audit - Proposed Settlement Entergy Corporation and System Energy In December 1990, the FERC Division of Audits issued aan audit report for System Energy for the years 1986 through 1988. The report recommended among other things, that System Energy (1) write off, and not recover in rates, approximately $95 million of Grand Gulf 1 costs included in utility plant related to certain System income tax allocation procedures alleged to be inconsistent with FERC's accounting requirements, and (2) compute refunds for the years 1987 to date to correct for resulting overcollections from AP&L, LP&L, MP&L, and NOPSI. In August 1992, FERC issued an opinion and order (August 4 Order) which found that System Energy overstated its Grand Gulf 1 utility plant account by approximately $95 million as indicated in FERC's report. The order required System Energy to make adjusting accounting entries and refunds, with interest, to AP&L, LP&L, MP&L, and NOPSI within 90 days from the date of the order. System Energy filed a request for rehearing, and in October 1992, FERC issued an order allowing additional time for its consideration of the request. In addition, it deferred System Energy's refund obligation until 30 days after FERC issues an order on rehearing. Should such refunds and adjusting entries be necessary,In June 1994, System Energy, estimates that as of March 31, 1994, its net income would be reduced by approximately $155.3 million. This amount includes System Energy's potential refund obligation, which is estimated to be $118.9 million (including interest) as of March 31, 1994. The ongoing effect of this order, if implemented, would be to reduce System Energy's revenues by approximately $21.4 million during the first twelve months following the write-off and by a comparable amount (but decreasing by approximately $0.4 million per year) in each subsequent year. Assuming AP&L, LP&L, MP&L, and NOPSI are requiredreached a tentative settlement with the FERC staff and other parties. The proposed settlement, which is subject to approval by FERC, would require System Energy to refund or credit approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which would in turn make refunds to their customers all of the System Energy refund (except for those portions attributable to AP&L's and LP&L's retained share of Grand Gulf 1 costs), implementation of the August 4 Order. Additionally, System Energy would result inrefund or credit a reduction in Entergy's consolidated net incometotal of approximately $149.1$62 million, asplus interest, to AP&L, LP&L, MP&L, and NOPSI over the period through July 2004. The proposed settlement would also require the write-off of March 31, 1994. However, this reduction could be partially offset by (1) the write-offcertain related unamortized balances of deferred investment tax credits by AP&L, LP&L, MP&L, and NOPSINOPSI. Had the proposed settlement been effective in the second quarter of 1994, it would have reduced Entergy Corporation's consolidated net income for the quarter and six months ended June 30, 1994, by approximately $71.5 million, partially offset by the write-off of the unamortized balances of correspondingrelated deferred investment tax credits (approximately $65.3of approximately $66.5 million as of March 31, 1994),($27.3 million for AP&L; $31.5 million for LP&L; $6 million for MP&L; and (2) any recovery from ratepayers of deferred credits that have been previously amortized and passed on$1.7 million for NOPSI). Pursuant to ratepayers (approximately $26.1 million as of March 31, 1994). The amount of such recovery would depend on the associated retail rate treatment. If the August 4 Order is implemented,proposed settlement, System Energy would needalso reclassify from utility plant to other deferred debits approximately $81 million of other Grand Gulf 1 costs. Although excluded from rate base, System Energy would be permitted to recover such costs over a 10 year period. Interest on the $62 million refund and the loss of the return on the $81 million of other Grand Gulf 1 costs will reduce Entergy's and System Energy's net income by approximately $10 million annually over the next 10 years. System Energy currently plans to file with FERC for approval of the proposed settlement in August 1994. However, there can be no assurance that FERC will ultimately approve the settlement in its current form. As a result of the charges associated with the refunds, System Energy requires the consent of certain banks (parties to the reimbursement agreements) to temporarily waive the fixed charge coverage and equity ratio covenants in the letters of credit and reimbursement agreement related to the Grand Gulf 1 sale and leaseback transaction in order to avoid violation of the covenants (see "Reimbursement Agreement" above).transaction. System Energy has obtained the consent of the banks to waive these covenants, for the 12-month period beginning with the earlier of the write- offa write-off or the first refund, if the August 4 Order is implementedsuch refund occurs prior to December 31, 1994. System Energy believes the conditions included in the proposed settlement are covered by the waiver. The waiver is conditioned upon System Energy not paying any common stock dividends to Entergy Corporation until the equity ratio covenant is once again met. Absent a waiver, System Energy's failure to perform these covenants could cause a draw under the letters of credit and/or early termination of the letters of credit. If the letters of credit were not replaced in a timely manner, a default or early termination of System Energy's leases could result. System Energy believes that its consolidated income tax accounting procedures and related rate treatment are in compliance with SEC and FERC requirements and is vigorously contesting this issue. The ultimate resolution of this matter cannot be predicted. Texas Cities Rate Settlement Entergy Corporation and GSU In June 1993, 13 cities within GSU's Texas service area instituted an investigation to determine whether GSU's current rates were justified. In October 1993, the general counsel of the PUCT instituted an inquiry into the reasonableness of GSU's rates. In November 1993, a settlement agreement was filed with the PUCT which provides for an initial reduction in GSU's annual retail base revenues in Texas of approximately $22.5 million effective for electric usage on or after November 1, 1993, and a second reduction of $20 million to be effective September 1994. Further,Pursuant to the settlement, provided for GSU to reducereduced rates with a $20 million one-time bill credit in December 1993, and to refundrefunded approximately $3 million to Texas retail customers on bills rendered in December 1993. The PUCT approved the settlement agreement on July 21, 1994. The cities' rate inquiries had beenwere settled earlier on the same terms. While no parties to the PUCT rate inquiry now oppose the settlement agreement which has been filed in that case, the settlement agreement is subject to review by the PUCT. The presiding officer in the PUCT rate inquiry has set a June 8, 1994 hearing to consider the merits of the settlement agreement. The cities, who are parties to the PUCT rate inquiry, have filed testimonyFilings with the PUCT expressing their reservations about certain aspects of the settlement. However, the cities have announced that those reservations will not cause the cities to oppose the settlement agreement.and Texas Cities Entergy Corporation and GSU believes that the PUCT will ultimately issue an order consistent with the settlement agreement, but there can be no assurance in this regard. In March 1994, the Texas Office of Public Utility Counsel and certain cities served by GSU instituted a second investigation of the reasonableness of GSU's rates. See Part II, Item 1. "Legal Proceedings," for additional information.In June 1994, GSU provided the Cities with information GSU believes supports the current rate level in compliance with their March 1994 investigation. GSU filed the same information with the PUCT in June 1994, pursuant to provisions of the Merger agreement. In August 1994, the Cities' consultants issued a report that indicated GSU's current rates were approximately $40 to $50 million in excess of current requirements. GSU can provide no assurance as to the ultimate outcome in this matter; however, any rate reduction could be retroactive to March 31, 1994. A final determination by the cities that GSU's rates should be reduced can be appealed by GSU to the PUCT. GSU intends to vigorously oppose any reductions in current rates. Louisiana GSU Previous rate orders of the LPSC related to the River Bend phase-in plan have been appealed, and pending resolution of various appellate proceedings, GSU has made no write-off for the disallowance of $30.6 million of rate deferrals that GSU recorded for the period December 16, 1987, through February 18, 1988. LPSC Investigation Entergy Corporation, GSU, and LP&L In response to a preliminary report of the LPSC indicating that the rates of return on equity of several electric utilities subject to the LPSC's jurisdiction may be too high, GSU provided the LPSC with information GSU believes supports the current rate level. In September 1993, the LPSC deferred review of GSU's base rates until the first post-Merger earnings analysis is filed in accordance with the LPSC Merger approval (scheduled for mid- 1994).approval. In May 1994, GSU made the required first post-Merger earnings analysis filing with the LPSC, which GSU believes supports the current level of rates. Recognizing that LP&L was subject to a rate freeze until March 1994, the LPSC requested LP&L to explain its "relatively high cost of debt" compared to other electric utilities subject to LPSC jurisdiction. LP&L responded to this request, and in an August 1993 report to the LPSC, the LPSC's legal consultants acknowledged LP&L's rationale for its cost of debt in comparison to two other utilities subject to the LPSC's jurisdiction. In October 1993, the LPSC approved a schedule to conduct a review of LP&L's rates and rate structure upon the expiration of LP&L's rate freeze. The LPSCDiscovery is currently underway and hearings are scheduled to reviewbegin in December 1994. In August 1994, LP&L's rates and&L will file a cost of service analysis with the LPSC, which LP&L believes will support its current rate structure in May 1994, which may result in a further decrease in rates.level. February 1994 Ice Storm Entergy Corporation, AP&L, and MP&L In early February 1994, an ice storm left more than 221,000 Entergy customers without electric power across the System's four- state service area. The storm was the most severe natural disaster ever to affect the System, causing damage to transmission and distribution lines, equipment, poles, and facilities in certain areas, primarily in Mississippi. Repair costs are currently estimated to be $107.0$114.6 million, $26.3$27.5 million, and $70.8$78.7 million for the System, AP&L, and MP&L, respectively with $75.1$83.8 million, $15.4$16.6 million, and $57.5$65.3 million of these amounts estimated to be capitalized as plant-related costs. The remaining balances have been charged against the respective companies' regulatory storm damage reserves, except for MP&L which recorded a deferred debit. On April 15, 1994, MP&L filed for rate recovery of the non-plant costs related to the ice storm. See Part II, Item 1. "Legal Proceedings," for additional information on this filing. Estimated construction expenditures (see Note 1) reflect the above amounts. Louisiana Supreme Court Ruling/Refund GSUOn April 16, 1994, MP&L filed for rate recovery of costs related to the ice storm. MP&L's filing, as subsequently amended, requested recovery of the revenue requirement associated with MP&L's ice storm costs recorded through April 30, 1994. MP&L intends to make another ice storm rate filing with the MPSC by early 1995 to recover ice storm costs recorded by MP&L after April 30, 1994. In 1988, GSUearly August 1994, MP&L and the MPSC's Public Utilities Staff (MPUS) entered into a joint venturestipulation with Conoco, Inc., Citgo Petroleum Corporation, and Vista Chemical Company (Industrial Participants) whereby GSU's Nelson Units 1 and 2 were soldrespect to a partnership (NISCO) consistingthe recovery of ice storm costs recorded through April 30, 1994. Under the stipulation, which must be approved by the MPSC, MP&L will implement for five years, beginning in October 1994, an ice storm rider schedule that will increase rates approximately $8 million annually. At the end of the Industrial Participants and GSU. The salefive year period, the revenue requirement associated with the undepreciated ice storm capitalized costs will be included in MP&L's base rates to the extent that this revenue requirement does not result in MP&L's rate of return on rate base being above the units by GSU to NISCO was for an amount in excessbenchmark rate of the units' depreciated cost. The Industrial Participants are supplying the fuel for the units, while GSU operates the units at the discretion of the Industrial Participants and purchases the electricity produced by the units. In February 1990, the LPSC disallowed the pass-through to ratepayers for the portion of GSU's cost to purchase power from NISCO representing the excess of NISCO's purchase price of the units over GSU's depreciated cost of the units. GSU appealed the 1990 order. In March 1994, the Louisiana Supreme Court ruled in favor of the LPSC, and GSU recorded an estimated refund provision of $10.1 million, before related income taxes of $4.1 million. Reserve for Revenue Reductionreturn under MP&L's formula rate plan. NOPSI Rate Reduction/Credit Entergy Corporation and NOPSI See pages 27 and 266-268 of the Form 10-K for information regarding the 1991 NOPSI Settlement and a 1992 gas rate settlement. Under the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, NOPSI agreed that during the period October 1, 1992 through October 31, 1996, the Council will have the right to investigate the appropriateness of NOPSI's rates if NOPSI's return on equity on its operations (calculated in accordance with the applicable provisions of the 1991 NOPSI Settlement and a 1992 gas rate settlement) for twelve month periods subsequent to September 30, 1992, were to exceed 13.76%, and after rate hearing(s), to impose a credit on NOPSI's customers' bills over the ensuing twelve month period in an amount that would have allowed NOPSI, during the relevant test year, to earn a return on equity incident to its operations of no less than 12.76%. A review byOn July 7, 1994, NOPSI and the Council's advisors of NOPSI's returnCouncil agreed that, based on equity for the twelve month periodtest year ended September 30, 1993, indicates thatNOPSI's earnings exceeded its revenue requirement by $24.95 million and in accordance with the terms of the 1991 NOPSI maySettlement and a 1992 gas rate settlement, there would be required to credit $21.5 million to its customers. In early May 1994, NOPSI determined it was likely thata prospective base rate reduction for twelve months commencing July 14, 1994. The reduction, because of the rate freeze, will be accomplished by means of a credit (to be expressed on a per kwh basis) to customers would be required, however, NOPSI estimates that the actual amount of the revenue reductioncustomers' bills. The per kilowatt hour credit will be approximately $14.3 million.calculated by dividing test year overearnings by test year kwh consumption and applied to kilowatt hour usage during the period ending July 13, 1995. In the first quarter of 1994, NOPSI recorded a $14.3 million reserve for thisthe anticipated revenue reduction, which reduced net income by $8.8 million (net of taxes)tax). The reserve will be reduced by the actual credits prospectively applied to customers bills in accordance with the terms of the July 7, 1994 agreement. Management believes that any rate investigation by the Council is expectedin accordance with the 1991 settlement agreement and a 1992 gas rate settlement which may propose a base rate reduction to orderbe in effect after the expiration of the rate freeze should reflect, as an offset, any rate reduction credit then in effect as a hearingresult of overearnings during the rate freeze period. NOPSI can provide no assurance as to the level of return on common equity that will be achieved from operations, nor the amount of rate reduction/credit, if any, prior to or after the end of the rate freeze. NOPSI's earnings for the nine months ended June 30, 1994, are comparable to the earnings by NOPSI for the same period included in the second quarter of 1994 to render a final decision on the actual amount, method, and timing of the credit.test year ended September 30, 1993. LPSC Fuel Cost Review GSU In November 1993, the LPSC ordered a review of GSU's fuel costs. The LPSC stated that fuel costs for the period October 1988 through September 1991 (Phase 1) would be reviewed based on the number of outages at River Bend and the findings in the June 1993 PUCT fuel reconciliation case. Hearings beganIn July 1994, the LPSC made a decision in the Phase 1 fuel review case and ordered GSU to refund approximately $27 million to its customers. Under the order, $13.1 million, which was not contested under a recent Louisiana Supreme Court decision as discussed below, is to be refunded immediately through a billing credit on August bills. The remaining portion of the LPSC ordered refund, which is being contested by GSU, is suspended to allow GSU 30 days to review the report of special counsel and request rehearing of this remaining portion. GSU will then be given an opportunity to address this remaining refund portion in the LPSC's August open session. Unless the LPSC amends its order in the August session, GSU plans to appeal the order. In February 1990, the LPSC disallowed the pass-through to ratepayers for the portion of GSU's cost to purchase power from Nelson Industrial Steam Company (NISCO) representing the excess of NISCO's purchase price of the units over GSU's depreciated cost of the units. GSU appealed the 1990 order. In March 1994, and are continuing.the Louisiana Supreme Court ruled in favor of the LPSC. GSU recorded an estimated refund provision of $13.1 million, before related income taxes of $5.3 million. PUCT Fuel Cost Review GSU For information on the June 1993 PUCT fuel reconciliation case, see page 165164 of the Form 10-K. In June 1994, GSU filed a petition with the PUCT for the reconciliation of over- and under-recovery of fuel and purchased power expenses for the period October 1, 1991, through December 31, 1993, in accordance with the Texas merger settlement agreement. GSU is required to reconcile its fuel costs from the end of the period of its last fuel reconciliation through the Merger closing date to reflect the fuel and purchased power costs GSU incurred as a stand-alone company. GSU believes there was a net under-recovery of approximately $4.6 million for the period but has indicated that it does not propose to surcharge the under- recovery at this time. A prehearing conference was held on July 18, 1994, at which time a procedural schedule was adopted which provides for hearings to begin on January 9, 1995. NOTE 3. LINES OF CREDIT AND RELATED BORROWINGS See pages 89, 129, 169, 203, 239, 270, and 300 of the Form 10-K for information on Entergy Corporation's, the System operating companies', and System Energy's short-term borrowing authorizations, including the Money Pool, and certain limitations thereon, and lines of credit with banks. As of June 30, 1994, GSU had unused lines of credit for short-term borrowings of $5.0 million. On March 25, 1994, GSU received SEC authorization to participate in the Money Pool. GSU is authorized to effect short- term borrowings of up to $125 million, subject to increase to as much as $455 million after further SEC approval. On April 21, 1994, AP&L, LP&L, and MP&L received SEC approval to increase their short-term borrowing limits to $200 million (from $125 million), $200 million (from $125 million), and $113 million (from $100 million), respectively. As of June 30, 1994, Entergy Corporation and the System operating companies had outstanding short-term borrowings from the Money Pool and/or from banks as follows (in millions): Company Money Pool Banks Entergy Corporation - $43.0 AP&L $17.6 $34.0 GSU - - LP&L $55.0 $19.2 MP&L $30.9 $30.0 NOPSI - - NOTE 4. PREFERRED AND COMMON STOCK Entergy Corporation Entergy Corporation has a program to repurchase shares of its outstanding common stock either on the open market or through negotiated purchases or tender offers. Stock repurchases are made from time to time depending upon market conditions and authorization of the Entergy Corporation Board of Directors. During the first threesix months of 1994, 1,005,0002,805,000 shares of common stock were repurchased and were accounted for as treasury stock using the average cost method, at a cost of $35.6$88.8 million. AP&L On January 3,In the first quarter of 1994, AP&L redeemed, pursuant to sinking fund requirements, 200,000 shares of its 13.28% Series Preferred Stock, $25 par value. On June 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, 80,000 shares of its 9.92% Series Preferred Stock, $25 par value. On July 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, 20,000 shares of its 10.60% Series Preferred Stock, $100 par value. GSU GSU has requested, but has not yet received, SEC authorization to issue and sell, through December 31, 1995, up to $700 million aggregate principal amount of preferred stock and/or first mortgage bonds and medium term notes. The proceeds will be used for general corporate purposes and the repayment and/or redemption of certain outstanding securities. On March 15, 1994, GSU redeemed, pursuant to sinking fund requirements, 22,500 shares of its Adjustable Rate Series B Preferred Stock, $100 par value. LP&L On February 1,In the first quarter of 1994, LP&L redeemed, pursuant to sinking fund requirements, 300,000 shares of its 12.64% Series Preferred Stock, $25 par value. On May 2, 1994, LP&L redeemed, pursuant to sinking fund requirements, 416 shares of its 14.72% Series Preferred Stock, $25 par value, which represented the remaining outstanding shares of this series. On July 1, 1994, LP&L redeemed, pursuant to sinking fund requirements, 240,000 shares of its 10.72% Series Preferred Stock, $25 par value. MP&L On January 3,In the first quarter of 1994, MP&L redeemed, pursuant to sinking fund requirements, 70,000 shares of its 9.76% Series Preferred Stock, $100 par value, and 10,000 shares of its 12.00% Series Preferred Stock, $100 par value. On MarchJuly 1, 1994, MP&L redeemed, 10,000pursuant to sinking fund requirements, 70,000 shares of its 12.00%9.00% Series Preferred Stock, $100 par value. NOPSI On March 1, 1994, NOPSI redeemed 15,000 shares of its 15.44% Series Preferred Stock, $100 par value. NOTE 4.5. LONG-TERM DEBT AP&L AP&L has requested, but has not yet received SEC authorization to enter into arrangements for the issuance and sale, through December 31, 1996, of up to $200 million aggregate principal amount of tax-exempttax- exempt bonds. The proceeds of the sale have been or will be used to acquire and construct certain pollution control or sewage and solid waste disposal facilities at AP&L's generating plants or to refinance outstanding tax-exempt bonds issued for that purpose. On June 22, 1994, AP&L entered into arrangements with Pope County, Arkansas and Jefferson County, Arkansas for the issuance and sale by these counties of $19.5 million of 6.30% Pollution Control Revenue Refunding Bonds (Pope Bonds) due 2016 and $9.2 million of 6.30% Pollution Control Revenue Refunding Bonds (Jefferson Bonds) due 2018, respectively. Funds provided by the issuance of the Pope Bonds and Jefferson Bonds were used on July 15, 1994, to redeem $16.6 million of Pope County, Arkansas Pollution Control Revenue Bonds 7.35% due 2006, $2.9 million of Pope County, Arkansas Pollution Control Revenue Bonds 7.25% due 2008, and $9.2 million of Jefferson County, Arkansas Pollution Control Revenue Bonds 7.25% due 2008. On February 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, $0.4 million of its 8.75% Series First Mortgage Bonds due 1998. On May 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, $0.2 million of its 6.25% Series First Mortgage Bonds due 1996. GSU GSU has requested, but has not yet received, SEC authorization to issue and sell, through December 31, 1995, up to $700 million aggregate principal amount of its first mortgage bonds, medium term notes and/or preferred stock. The proceeds will be used for general corporate purposes and the repayment or redemption of certain outstanding securities. GSU has also requested SEC authorization to enter into arrangements for the issuance and sale, through December 31, 1995, of up to $250 million aggregate principal amount of tax-exempt bonds for the financing or refinancing of certain sewage and/or solid waste disposal facilities. The proceeds from the sale of tax-exempt bonds will be used to finance certain sewage and/or solid waste disposal or pollution control facilities or to refinance outstanding tax-exempt bonds issued for that purpose. In addition, GSU has requested, but has not yet received, SEC authorization to redeem, purchase or otherwise acquire its outstanding pollution control revenue bonds and/or industrial development revenue bonds through December 31, 1995. On July 1, 1994, GSU redeemed, pursuant to sinking fund requirements, $0.425 million of Iberville Parish 7.0% Series Pollution Control Revenue Bonds. LP&L LP&L has requested, but not yet received, SEC authorization to undertake, should LP&L decide to do so, the refunding of approximately $310 million of intermediate-term and long-term bonds issued by the Owner Trustee when it acquired interests in Waterford 3 in 1989. Such bonds became optionally redeemable in July 1994. During the first six months of 1994, LP&L redeemed, pursuant to sinking fund requirements, $0.2 million of various series of its pollution control and industrial revenue bond obligations. On June 1, 1994, LP&L retired $25 million of its 4.625% Series First Mortgage Bonds upon maturity. On July 20, 1994, LP&L entered into arrangements with the Parish of St. Charles, Louisiana, whereby such parish issued and sold $20.4 million of its 6-7/8% Environmental Revenue Bonds due 2024. MP&L On April 1, 1994, MP&L retired $30 million of its 9.9% Series G&R Bonds upon maturity. On April 20, 1994, MP&L entered into arrangements with Warren County, Mississippi and Washington County, Mississippi for the issuance of an aggregate of $16.0 million principal amount of 7% Pollution Control Revenue Refunding Bonds due 2022, the proceeds of which were used to redeem $8.1 million principal amount of 8.5% Warren County pollution control revenue bondsPollution Control Revenue Bonds and $7.9 million principal amount of 7.5% Washington County pollution control revenue bondsPollution Control Revenue Bonds on May 13, 1994. On July 14, 1994, MP&L issued in 1974.$25 million of its 8.25% Series G&R Bonds due 2004. A portion of the net proceeds from the issuance and sale of these G&R Bonds was used on July 15, 1994, to retire $18 million of MP&L's 11.11% Series G&R Bonds upon maturity. NOPSI On May 2, 1994, NOPSI redeemed, pursuant to sinking fund requirements, $15 million of its 10.95% Series G&R Bonds. System Energy On January 11, 1994, System Energy refinanced $435 million aggregate principal amount of secured lease obligation bonds originally issued as part of the financing for the sale and leaseback of undivided portions of Grand Gulf 1. The secured lease obligation bonds of $356 million, 7.43% series due 2011 and $79 million, 8.2% series due 2014 are indirectly secured by liens on, and a security interest in, certain ownership interests and the respective leases relating to Grand Gulf 1. On April 28, 1994, System Energy issued $60 million of its 7-5/8% Series First Mortgage Bonds due 1999. On May 2, 1994, System Energy redeemed, pursuant to mandatory and optional sinking fund requirements, $60 million of its 11% Series First Mortgage Bonds due 2000. NOTE 5.6. RETAINED EARNINGS On JanuaryJuly 29, 1994, Entergy Corporation's Board of Directors declared a common stock dividend of 45 cents per share which was paid on March 1, 1994. In addition, on March 25, 1994, Entergy Corporation's Board of Directors declared a common stock dividend of 45 cents per share payable on JuneSeptember 1, 1994. On January 28, 1994, the Boards of Directors of the respective companies listed below declared common stock dividends payable to Entergy Corporation in the following amounts (in millions): Date Company Payable Amount AP&L 2/1/94 $ 17.9 GSU * 2/1/94 $100.0 LP&L 2/1/94 $ 17.9 MP&L 2/1/94 $ 4.6 System 2/1/94 $ 57.8 Energy * Prior to the February 1, 1994, dividend payment, GSU had not paid a common dividend since June 1986. NOTE 6.7. FAIR VALUE DISCLOSURE The System adopted the provisions of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective January 1, 1994. As a result, at June 30, 1994, the System has recorded on the balance sheet an additional $15.6$7.5 million in decommissioning trust funds, representing the amount by which the fair value of the securities held in such funds exceeds the amounts recovered in rates and deposited in the funds and the related earnings on the amounts deposited. Due to the regulatory treatment for decommissioning trust funds, the System recorded an offsetting amount in unrealized gains on investment securities as a regulatory liability in other deferred credits. NOTE 7. LINES OF CREDIT AND RELATED BORROWINGS See pages 89, 129, 169, 203, 239, 270, and 300 of the Form 10-K for information on Entergy Corporation's, the System operating companies', and System Energy's short-term borrowing authorizations, including the Money Pool, and certain limitations thereon, and lines of credit with banks. As of March 31, 1994, AP&L, GSU, LP&L, and MP&L had unused lines of credit for short- term borrowings of $34.0 million, $3.2 million, $20.2 million, and $30.0 million, respectively. On March 25, 1994, GSU received SEC authorization to participate in the Money Pool. GSU is authorized to effect short-term borrowings of up to $125 million, subject to increase to as much as $455 million after further SEC approval. On April 21, 1994, AP&L, LP&L, and MP&L received SEC approval to increase their short-term borrowing limits to $200 million (from $125 million), $200 million (from $125 million), and $113 million (from $100 million), respectively. As of March 31, 1994, Entergy Corporation and the System operating companies had outstanding short-term borrowings from the Money Pool and/or from banks as follows (in millions): Company Money Banks Pool Entergy - $43 Corporation AP&L $32 $0.6 LP&L $24.9 - MP&L $71.6 - __________________________________________ In the opinion of Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy, the accompanying unaudited condensed financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassifying previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. However, the business of AP&L, GSU, LP&L, MP&L, and NOPSI is subject to seasonal fluctuations with the peak period occurring during the summer months. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year. In accordance with the purchase method of accounting, the 1993 second quarter and first quartersix months results of operations for Entergy Corporation reported in its Statements of Consolidated Income and Cash Flows do not include GSU's results of operations. However, the Results of Operations discussion in "Management's Financial Discussion & Analysis" is presented with GSU's 1993 results of operations included for comparative purposes. This information is not necessarily indicative of the results of operations that would have occurred had the Merger been consummated for the period for which it is being given effect, nor is it necessarily indicative of future operating results. ENTERGY CORPORATION AND SUBSIDIARIES ARKANSAS POWER & LIGHT COMPANY GULF STATES UTILITIES COMPANY LOUISIANA POWER & LIGHT COMPANY MISSISSIPPI POWER & LIGHT COMPANY NEW ORLEANS PUBLIC SERVICE INC. SYSTEM ENERGY RESOURCES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy Liquidity is important to Entergy due to the capital intensive nature of its business, which requires large investments in long-lived assets. While large capital expenditures for the construction of new generating capacity are not currently planned, the System nevertheless requires significant capital resources primarily for the periodic maturity of certain series of debt and preferred stock. See Note 1 for additional information on the System's capital and refinancing requirements in 1994 - 1996. Net cash flow from operations for Entergy, the System operating companies, and System Energy for the threesix months ended March 31,June 30, 1994 and 1993, was as follows (in millions): ThreeSix Months ThreeSix Months Ended Ended Company Ended 3/31/6/30/94 Ended 3/31/6/30/93 Entergy * $322.4 $155.6$ 508.2 $ 293.3 AP&L $ 88.279.7 $ 84.968.3 GSU $ 53.8 $(30.4)138.7 $ (7.6) LP&L $ 99.5147.1 $ 15.478.8 MP&L $ 46.973.5 $ 22.152.3 NOPSI $ 26.541.8 $ 7.614.5 System Energy $ 53.4112.9 $ 57.4145.9 * Entergy's net cash flow from operations for the threesix months ended March 31,June 30, 1993, excludes GSU because the Merger was not yet consummated. In the first quartersix months of 1994, as in recent years, cash from operations, supplemented by cash on hand, was sufficient to meet substantially all investing and financing requirements, including capital expenditures, dividends, and debt/preferred stock maturities. (However, MP&L required significant external funds in the form ofsubstantially increased its short-term borrowings because of unexpected costs incurred as a result of an ice storm.) Entergy's ability to fund most of its capital requirements with cash from operations results, in part, from our continued efforts to streamline operations and reduce costs as well as collections under the Grand Gulf 1 rate phase-in plans, which exceed current cash requirements for Grand Gulf 1-related1- related costs. (In the income statement, these revenue collections are offset by the amortization of previously deferred costs; therefore, there is no effect on net income.) The System operating companies and System Energy have the ability, subject to regulatory approval, to meet future capital requirements through future debt or preferred stock issuances, as discussed below. Also, in order to take advantage of lowerthe extent current market interest and dividend rates Entergy Corporation's subsidiariesallow, the System operating companies and System Energy may continue to refinance high-cost debt and preferred stock prior to maturity. Productive investment of excess funds is necessary to enhance the long-term value of Entergy Corporation's common stock. Entergy Corporation expects to invest approximately $150 million per year in nonregulated and nonutility businesses. See "Significant Factors and Known Trends - Nonregulated Investments" for additional information. Entergy Corporation's current primary capital requirements are to periodically invest in, or make loans to, its subsidiaries. Entergy Corporation expects to meet these requirements in 1994 - 1996 with internally generated funds and cash on hand. Entergy Corporation also pays dividends on its common stock, which aggregated $103.7$207.1 million in the first threesix months of 1994. Declarations of dividends on common stock are made at the discretion of Entergy Corporation's Board of Directors (Board). Entergy Corporation's management has announced that it intends to maintain the current dividend payout level and recommend future dividend increases to the Board only if such increases are justified by sustained earnings growth of Entergy Corporation and its subsidiaries. Entergy Corporation receives funds through dividend payments from its subsidiaries. During the first quartersix months of 1994, these common stock dividend payments totaled $198.2 million, including a $100 million dividend paid by GSU.$360.8 million. Certain restrictions may limit the amount of these distributions (see page 94 of the Form 10-K and Note 2 ). See Note 5 for information on dividends declared by Entergy Corporation, the System operating companies, and System Energy in the first quarter of 1994.2). Entergy Corporation has a program to repurchase shares of its outstanding common stock. The occurrence and amount of such repurchaserepurchases depend upon market conditions and authorization from Entergy Corporation's Board of Directors. See Note 34 for additional information. Entergy Corporation has requested SEC authorization for a $300 million bank line of credit, the proceeds of which are expected to be used for common stock repurchases, investments in non-regulatednonregulated and non-utilitynonutility businesses, and other activities. Certain parties have intervened in this proceeding, and the application is pending. Certain agreements and restrictions limit the amount of mortgage bonds and preferred stock that can be issued by each of the System operating companies and System Energy. Based on the most restrictive applicable tests as of March 31,June 30, 1994, and an assumed annual interest or dividend rate of 8.5%9%, each of the System operating companies and System Energy could have issued bonds or preferred stock in the following amounts (in millions): Company Bonds Preferred Stock AP&L $ 860 $697218 $ 690 GSU $ 407424 $ - LP&L $ 69 $750$ 714 MP&L $ 237 $231238 $ 209 NOPSI $ 72 $18487 $ 190 System $1,030Energy $ 291 * Energy * System Energy's charter does not provide for the issuance of preferred stock. In addition, the System operating companies and System Energy have the conditional ability to issue bonds against the retirement of bonds, in some cases without meeting an earnings coverage test. AP&L may also issue preferred stock to refund outstanding preferred stock without meeting an earnings coverage test. GSU has no earnings coverage limitations on the issuance of preference stock. For information on the System operating companies' and System Energy's regulatory authorizations to issue and acquire securities, see Notes 34 and 4,5, and pages 90-94, 129-131,129- 131, 170-172, 204-206, 239-241, 271-272, and 301 of the Form 10-K.10- K. See Note 73 for information on the System's short-term borrowings. Entergy Corporation and GSU See Notes 1 and 2, and Part II, Item 1. "Legal Proceedings," regarding litigation with Cajun and River Bend rate appeals. Substantial write-offs or charges resulting from adverse rulings in these matters could result in substantial net losses being reported in 1994, and subsequent periods, with resulting substantial adverse adjustments to common shareholder's equity. Also, adverse resolution of these matters could adversely affect GSU's ability to continue to pay dividends and obtain financing, which could in turn affect GSU's liquidity. Entergy Corporation and System Energy In connection with the financing of Grand Gulf 1, Entergy Corporation has undertaken, to provide to System Energy sufficient capital to (1) maintain System Energy's equity capital at an amount equal to at least 35% of System Energy's total capitalization (excluding short-term debt), (2) permit the continuation of commercial operation of Grand Gulf 1, and (3) enable System Energy to pay in full all borrowings of System Energy, whether at maturity, on prepayment, on acceleration or otherwise. In addition, Entergy Corporation has agreed to make certain cash capital contributions, if required, to enable System Energy to make payments when due on its long-term debt. System Energy The financial condition of System Energy significantly depends on the continued commercial operation of Grand Gulf 1 and on the receipt of payments from AP&L, LP&L, MP&L, and NOPSI. Such payments are System Energy's only source of operating revenues. In addition, System Energy's financial condition could be affected by the outcome of a pending FERC audit matter. In December 1990,As discussed in Note 2, FERC Division of Audits issued a report in December 1990 that recommended that System Energy write off and not recover in rates approximately $95 million of Grand Gulf 1 costs included in utility plant, and compute refunds for over collectionsovercollections from AP&L, LP&L, MP&L, and NOPSI. In August 1992, FERC issued an opinion and order (August 4 Order) affirming an initial decision by a FERC ALJ.June 1994, System Energy, filedAP&L, LP&L, MP&L, and NOPSI reached a Requesttentative settlement with the FERC staff and certain other parties. The proposed settlement, which is subject to approval by FERC, would require System Energy to refund or credit approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which would in turn make refunds to their customers (except for Rehearing,those portions attributable to AP&L's and in October 1992, FERC issued an order allowing additional time for its considerationLP&L's retained share of Grand Gulf 1 costs). Additionally, System Energy would refund or credit a total of approximately $62 million, plus interest, to AP&L, LP&L, MP&L, and NOPSI over the period through July 2004. Interest on the $62 million refund and loss of the request,return on certain Grand Gulf 1 costs will reduce Entergy's and it deferred System Energy's refund obligation until 30 days after FERC issues an order on rehearing. Ifnet income by approximately $10 million annually over the decision is implemented,next 10 years. System Energy estimatescurrently plans to file with FERC for approval of the proposed settlement in August 1994. However, there can be no assurance that as of March 31, 1994, net income would be reduced by $155.3 million. This amount includes refund obligations of approximately $118.9 million (including interest).FERC will ultimately approve the settlement in its current form. See Note 2 for additional information. NOPSI As discussed in Note 2, under the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, the Council has the right to review NOPSI's return on equity annually through October 31, 1996 under certain circumstances. Also, NOPSI is currently operating under electric and gas base rate freezes through October 31, 1996. On July 7, 1994, NOPSI and the Council agreed that, based on the test year ended September 30, 1993, NOPSI's earnings exceeded its revenue requirement by $24.95 million and in accordance with the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, there would be a prospective base rate reduction for twelve months commencing July 14, 1994. The reduction, because of the rate freeze, will be accomplished by means of a credit (to be expressed on a per kwh basis) to customers' bills. NOPSI's earnings for the nine months ended June 30, 1994, are comparable to the earnings by NOPSI for the same period included in the test year ended September 30, 1993. For additional information, see Note 2. RESULTS OF OPERATIONS ENTERGY On December 31, 1993, GSU became a subsidiary of Entergy Corporation. In accordance with the purchase method of accounting, the six months ended June 1993 first quarter results of operations for Entergy Corporation and subsidiaries reported in its Statements of Consolidated Income and Cash Flows do not include GSU's results of operations. However, the following discussion is presented with GSU's 1993 results of operations included for comparative purposes. Net Income Consolidated net income decreased $7.0 million in the second quarter of 1994 due primarily to increased costs related to the Merger, and decreased miscellaneous income - net, partially offset by a decrease in interest expense as explained below. Consolidated net income decreased in the first quartersix months of 1994 due primarily to the one-time recording in the first quarter of 1993 of the cumulative effect of the change in accounting principle for unbilled revenues for AP&L, GSU, MP&L, GSU, and NOPSI andNOPSI. Excluding the effect of implementing SFAS 109. Excluding these items,the change in accounting principle, net income forincreased in the first quartersix months of 1994 decreased by approximately $3.0$1.3 million. This increase was primarily due to a decrease was due primarily to the recording of a reserve for revenue reduction by NOPSI as a result of a review of NOPSI's return on equity in accordance with the 1991 Settlement Agreement and a 1992 gas rate settlement (see Note 2). This decrease was partially offset by increased retail operating revenues caused by increased energy sales resulting from colder than normal winter weather in 1994 and from non- weather related growth. In addition, interest on long-termlong- term debt and preferred dividend requirements decreased by approximately $18.5 million as a result of continued debt refinancing and stock redemption activities. Significant factors affecting the results of operations and causing variances between the second quarters and first quartersix months of 1994 and 1993 are discussed under "Revenues and Sales," "Expenses," and "Other" below. Revenues and Sales See Entergy's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues increased by approximately $62.1$85.4 million in the second quarter and $147.5 million in the first quartersix months of 1994 due primarily to improving market conditions and increased retail energy sales resulting from colder than normal winter weather and a warmer than normal spring as compared to milder weather in 1993. Additionally, revenues were higher due to increased collections of Grand Gulf 1-related1- related costs and increased fuel adjustment revenues, which do not affectimpact net income. The increase in fuel adjustment revenues was due to increased gasgas-fired generation resulting from scheduled nuclear refueling outages at Waterford 3, and ANO 2, and River Bend during the first quartersix months of 1994. A $14.3 million reduction in revenues, as discussed in "Net Income"Partially offsetting the above partially offset these increases.increases were rate reductions at GSU, MP&L, and NOPSI. Gas operating revenues increased by approximately $12.4$10.6 million in the first quartersix months of 1994 due primarily to increased retail sales resulting from colder than normal winter weather, partially offset by lower gas sales in 1994.the second quarter of 1994 due to a warmer than normal spring. Expenses Purchased powerFuel for electric generation and fuel-related expenses increased by approximately $32.3$48.8 million in the second quarter and $68.2 million in the first quartersix months of 1994 due primarily to an increase in generation requirements resulting from increased energy sales as discussed in "Revenues and Sales" above. Purchased power increased $33.9 million in the first six months of 1994 due primarily to increased power purchasedpurchases from nonassociated utilities due to changes in generation requirements for the System operating companies resulting primarily from increased energy sales and fuel-related costs. In addition, purchased power increased in 1994 as a result of nuclear refueling outages at Waterford 3 and ANO 2. Nuclear refueling outage expenses decreased by approximately $5.1$5.3 million in the first quartersix months of 1994 due primarily to a reduction in AP&L's monthly nuclear refueling outage accrual resultingstemming from revisions in estimatedimproved outage expenses. The lower monthly accrual began in the fourth quarter of 1993.durations and practices. The amortization of rate deferrals increased by approximately $16.4$13.4 million in the second quarter and $29.9 million in the first quartersix months of 1994 due primarily to collection of more Grand Gulf 1-related costs from customers in 1994 as compared to 1993. Interest expense decreased $11.7 million in the second quarter and $23.8 million for in the first six months of 1994 due primarily to the refinancing of high cost debt. Preferred dividend requirements decreased $4.3 million in the second quarter and $7.8 million for the first six months of 1994 due primarily to stock redemption activities. Other Other interest increased by approximately $5.2Miscellaneous income - net decreased $14.0 million in the second quarter and $21.3 million in the first six months of 1994 due primarily to increased amortization of debt expense resulting from continued refinancing of debt.plant acquisition adjustments related to the Merger and to reduced Grand Gulf 1 carrying charges at AP&L. AP&L Net Income Net income increased in the second quarter of 1994 due primarily to increased operating revenues. Net income decreased in the first quartersix months of 1994 due primarily to the one-time recording in the first quarter of 1993 of the cumulative effect of the change in accounting principle for unbilled revenues andrevenues. Excluding the effect of implementing SFAS 109. Excluding the effects of the change in accounting principle, and SFAS 109, net income increased $7.9$17.7 million. This increase is due primarily to increased energy sales.operating revenues. Significant factors affecting the results of operations and causing variances between the second quarters and first quartersix months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales See AP&L's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues and sales increased in the second quarter and first quartersix months of 1994 due primarily to higher retail energy sales, an increase in sales for resale to associated companies caused by changes in generation availability and requirements among the System operating companies. Further, retail energy salescompanies, and increased as a result of non-weather related growth. The increase in energy sales was partially offset by milder weather in 1994 and the loss of sales due to an ice storm in February 1994.accrued unbilled revenues. Additionally, revenues were higher due to increased collections of Grand Gulf 1-related costs and increased recovery of fuel-related costs, which do not affectimpact net income. Expenses Fuel and fuel-related expenses increased in the second quarter and first quartersix months of 1994 primarily due to higher energy sales. Purchased power increased in the second quarter and first quartersix months of 1994 as a result of changes in generation availability and requirements among the System operating companies and lower nuclear generation as a result of ANO 2's refueling outage that was completed in mid-Marchlate April 1994. The amortization of rate deferrals increased in the second quarter and first six months of 1994 due to increased collection of previously deferred Grand Gulf 1-related costs pursuant to the step-up provisions of AP&L's rate phase-in plan. Nuclear refueling outage expensesTotal income taxes increased in the first six months of 1994 due to higher pretax income, partially offset by the effect of implementing SFAS 109 in the prior year. Other Miscellaneous income - net decreased in the second quarter and first six months of 1994 due primarily to reduced Grand Gulf 1 carrying charges. GSU Net Income Net income increased slightly in the second quarter of 1994 due primarily to a reductionrefund of franchise taxes, in AP&L's monthly nuclear refueling outage accrual resulting from revisionsaddition to increased operating revenues, offset in estimated outage expenses. The lower monthly accrual began in the fourth quarter of 1993. Totalpart by increased operating expenses and income taxes decreased in the first quarter of 1994 due primarily to the cumulative effect of the change in accounting principle for unbilled revenues and the effect of implementation of SFAS 109 in the first quarter of 1993. GSU Net Incometaxes. Net income decreased infor the first quartersix months of 1994 due primarily to the one-time recording in the first quarter of 1993 of the cumulative effect of the change in accounting principle for unbilled revenues. Excluding the effect of the change in accounting principle, net income decreased $4.0 million. This decrease is$1.9 million due primarily to increased operating expenses and income taxes, offset in part by a $6.0 million netrefund of tax refund provision madefranchise taxes, in March 1994 (see Note 2), andaddition to increased operations expense, partially offset by increased energy sales.operating revenues. Significant factors affecting the results of operations and causing variances between the second quarters and first quartersix months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. RevenuesRevenue and Sales See GSU's "Selected Operating Results" for information on operating revenues by source and KWH sales. Operating revenues from retail energy sales to residential and commercial customers increased infor the second quarter and first quartersix months of 1994 due primarily to increased retail energy sales resulting from colder than normal winter weather and warmer than normal spring weather, offset in part by the effect of a $22.5 million annual rate reduction in Texas, which went into effect in November 1993. Revenues from non-weather related growth, andsales to industrial customers decreased due to the effects of the rate reduction in Texas, offset in part by increased salessales. Sales for resale increased as a result of GSU's participation in the System power pool. An additional $20 million annual rate reduction in Texas will become effective in September 1994, which will result in lower revenues and adversely affect net income to the extent the effects cannot be offset by increased sales and reduced expenses. Expenses Purchased power increased in the firstsecond quarter of 1994 due to GSU's participation in joint dispatching through the System power pool resulting from increased energy sales as discussed above. Purchased power increased in the first six months of 1994 for the same reasons as the second quarter of 1994, in addition to the recording of a provision for refund of disallowed purchased power costs resulting from a Louisiana Supreme Court ruling, as discussed in Note 2. Operation expenseand maintenance expenses increased in the second quarter due primarily to charges associated with early retirement and severance plans which totaled approximately $9.9 million. For the first six months of 1994, operation and maintenance expenses increased due primarily to one-timecharges associated with early retirement and severance plans, as mentioned above, in addition to costs associated with safety and performance improvements at River Bend. Income taxes increased in the second quarter of 1994 and first six months of 1994. A nonrecurring reduction to income taxes related to a purchased power settlement was included in the first and second quarters of 1993. Taxes other than income taxes decreased in the second quarter and first six months of 1994 due to a $15.1 million franchise tax refund. LP&L Net Income Net income increased in the second quarter and first quartersix months of 1994. Excluding the effect of implementing SFAS 109 in the first quarter of 1993, net income increased by $5.6 million. This increase is1994 due primarily to increased operating revenues partially offset by increased other operation and maintenance expenses. Significant factors affecting the results of operations and causing variances between the second quarters and first quartersix months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales See LP&L's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues increasedwere higher in the second quarter and first quartersix months of 1994 primarily due primarily to increased fuel adjustment revenues, which do not affect net income, and increased energy sales to increasedretail customers, partially offset by a decrease in accrued unbilled revenues. The increase in retail energy sales resulting fromis primarily due to a colder winter and warmer spring than normal winter weather in the prior year. Lower sales for resale to nonassociated companies partially offset the increase in retail energy sales in the first six months of 1994 . Expenses Fuel for electric generation and from non-weather related growth. Expenses Purchased powerfuel-related expenses increased in the second quarter and first quartersix months of 1994 primarily due primarily to higher energy sales and increased power purchased from nonassociated utilitiesgas-fired generation resulting from a scheduled nuclear refueling outage at Waterford 3 during the first quarter of 1994, and also due to increased retail energy sales as discussed above.3. MP&L Net Income Net income decreased in the second quarter of 1994 due primarily to increased operation and maintenance expenses. Net income decreased in the first quartersix months of 1994 due primarily to the one-time recording in the first quarter of 1993 of the cumulative effect of the change in accounting principle for unbilled revenues andrevenues. Excluding the effect of implementing SFAS 109. Excluding the effects of the change in accounting principle, and implementing SFAS 109, net income decreased by $5.6$7.5 million. This decrease is primarily due primarily to a decrease in accrued unbilled revenues and increased operation and maintenance expenses, partially offset by an increase in operating revenues.expenses. Significant factors affecting the results of operations and causing variances between the second quarters and first quartersix months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales See MP&L's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues increased in the second quarter and first quartersix months of 1994 due to increased retail energy sales resulting from colder than normal winter weather in 1994 and fromwarmer spring weather than the prior year, non-weather related growth, and increased sales for resale to associated and nonassociated companies. These increases were partially offset by a decrease in unbilled revenues.revenues and the effects of reduced rates under MP&L's formula rate plan. Expenses Fuel for electric generation and fuel-related expenses increased in the second quarter and first quartersix months of 1994 due primarily to an increase in generation requirements resulting primarily from increased energy sales as discussed in "Revenues and Sales" above. Purchased power expense decreased in the second quarter and first quartersix months of 1994 due primarily to changes in generation availability and requirements among the System operating companies. The amortization of rate deferrals increased in the second quarter and first threesix months of 1994 reflecting the fact that MP&L, based on the Revised Plan, collected more Grand Gulf 1-related costs from its customers in the second quarter and first quartersix months of 1994 than it recovered in the same period in 1993. Other operation and maintenance expenses increased in the second quarter and first six months of 1994 due primarily to scheduled maintenance at certain of MP&L's fossil-fueled generating plants. NOPSI Net Income Net income decreasedincreased slightly in the second quarter of 1994 due primarily to increased operating revenues. Net income decreased for the first quartersix months of 1994 due primarily to the one-time recording in the first quarter of 1993 of the cumulative effect of the change in accounting principle for unbilled revenues offset byin 1993. Excluding the effect of implementing SFAS 109. Excluding the effects of the change in accounting principle, and implementing SFAS 109, net income decreased $1.9for the first six months of 1994 by $1.1 million. This decrease is due primarily to the recording of a reserve for revenue reduction as a result of a review of NOPSI's return on equity in accordance with the 1991 NOPSI Settlement and a 1992 gas rate settlement (see Note 2).settlement. Significant factors affecting the results of operations and causing variances between the second quarters and first quartersix months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales See NOPSI's "Selected Operating Results" for information on operating revenues by source and KWH sales. OperatingElectric operating revenues decreased in the first quarter of 1994 due to the recording of a reserve for revenue reduction of $14.3 million as discussed above. This decrease was partially offset by increased retail energy sales resulting from colder than normal winter weather in 1994 and from non-weather related growth, increased fuel adjustment revenues, and accrued unbilled revenues. Expenses Fuel and fuel-related expenses and gas purchased for resale increased in the second quarter and first quartersix months of 1994 due primarily to an increase in retail energy sales. The increase in electric operating revenues in the amountfirst six months of 1994 was partially offset by the recording of a reserve as discussed in "Net Income" above. Electric energy sales increased in the second quarter and first six months of 1994 due primarily to an increase in retail sales resulting from a colder winter and warmer spring weather than in the previous year, partially offset by a decrease in sales for resale. Gas operating revenues decreased in the second quarter of 1994 due primarily to a decrease in gas sales resulting from a warmer spring than last year. For the first six months of 1994, gas operating revenues increased due primarily to increased gas sales in the first quarter as a result of a colder winter than the prior year, partially offset by lower second quarter gas sales due to a warmer spring. Expenses Fuel for electric generation and fuel-related expenses increased in the second quarter and first six months of 1994 due primarily to an increase in generation requirements resulting from increased energy sales as discussed in "Revenue and Sales" above. Purchased power expense decreased in the second quarter and first six months of 1994 due primarily to changes in generation availability and requirements among the System operating companies and increased generation. Gas purchased for resale increased for the first six months of 1994 due to increased gas sales as discussed in "Revenues and anSales" above. The increase in deferred gas costs due to higher gas sales. The increase inthe amortization of rate deferrals in the second quarter and the first quartersix months of 1994 is primarily a result of the collection of larger amounts of previously deferred costs under the 1991 NOPSI Settlement. SYSTEM ENERGY Net Income Net income increased in the second quarter of 1994 due primarily to the recording of a reserve for revenues in the second quarter of 1993 as a result of a FERC investigation of the return on equity of System Energy's formula wholesale rates and a reduction in interest expense due to the refinancing of high-cost debt. This increase was partially offset by a lower rate of return on equity (reduced from 13% to 11%) in System Energy's formula wholesale rates as a result of an August 1993 settlement of a rate proceeding with FERC. Net income decreased in the first quartersix months of 1994 due primarily to a lower rate of return on equity (reduced from 13% to 11%) in System Energy's formula wholesale rates as a result of an August 1993 settlement of a rate proceeding with FERC. This decrease in revenue wasFERC, partially offset by a reduction in interest expense due to the refinancing of high-cost debt. Significant factors affecting the results of operations and causing variances between the second quarters and first quartersix months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues Operating revenues recover operating expenses, depreciation and capital costs attributable to Grand Gulf 1. The capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf 1 and adding to such amount System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf 1. Operating revenues decreased in the second quarter and first quartersix months of 1994 due primarily to the reduction in System Energy's rate of return on equity as discussed above and a lower return on System Energy's decreasing investment in Grand Gulf 1 (caused by depreciation of the unit), and a decrease in operatingfuel expenses. Expenses Fuel for electric generation and fuel-related expenses decreased in the second quarter and first six months of 1994 primarily due to a lower per unit cost for nuclear fuel as a result of a favorable market for uranium. Interest expense decreased in the second quarter and first quartersix months of 1994 due primarily to the refinancing of high-cost long-term debt. SIGNIFICANT FACTORS AND KNOWN TRENDS Entergy Corporation and GSU Entergy Corporation-GSU Merger On December 31, 1993, Entergy completed the Merger and became one of the nation's largest electric utilities. With GSU as its fifth retail operating company, Entergy gainsgained size, expanded market area, economies of scale, an additional nuclear unit (River Bend), and a more price-competitive fuel mix. As a result of the Merger, Entergy estimates $850 million in fuel cost savings and $670 million in operation and maintenance expense savings over the next decade. It is possible that common shareholders may experience some dilution in earnings in the short term as a result of the Merger. However, Entergy Corporation believes that the Merger will be beneficial to common shareholders over the longer term, both in terms of the strategic benefits and the economies and efficiencies expected to be produced. For further information, see pages 103-104 and 180 of the Form 10-K and "Litigation and Regulatory Proceedings" below. Entergy Corporation, AP&L, GSU, LP&L, MP&L, and NOPSI Competition Entergy welcomes competition in the electric energy business and believes that a more competitive environment should benefit our shareholders, customers, and employees. However, competition presents Entergy with many challenges. The following have been identified by Entergy as its major competitive challenges. Retail and Wholesale Rate Issues Increasing competition in the utility industry brings an increased need to stabilize or reduce retail rates. The retail regulatory environment is shifting from traditional rate-base regulation to incentive rate regulation. Incentive rate and performance-based plans encourage efficiencies and productivity while permitting utilities to share in the results. Retail wheeling, which requires utilities to "wheel" or move power from third parties to their own retail customers, is evolving. As a result, the retail market is expected to become more competitive. In the wholesale rate area, FERC approved in 1992, with certain modifications, the proposal of AP&L, LP&L, MP&L, NOPSI, and Entergy Power to sell wholesale power at market-based rates and to provide to electric utilities "open access" to the System's transmission system (subject to certain requirements). GSU was later added to this filing. Various intervenors in the proceeding filed petitions for review with the United States Court of AppealsD.C. Circuit. See Part II, Item 1. "Legal Proceedings," for information on a ruling by the District of Columbia Circuit. FERC's order,D.C. Circuit regarding Entergy's open access transmission rates. Open access and market pricing, once it takes effect, will increase marketing opportunities for the System, but will also expose the System to the risk of loss of load or reduced revenues due to competition with alternative suppliers. In connection with the Merger, AP&L agreed with its retail regulator not to request any general retail rate increases that would take effect before November 1998, with certain exceptions. For further information, see pages 82-83 and 125-126 of the Form 10-K. On March 31, 1994, North Little Rock, Arkansas, awarded AP&L a wholesale electric contract which will provide estimated revenues of $347 million over 11 years. Under the contract, the price per KWH was reduced 18%, retroactive to March 1, 1994, with increases in price through the year 2004. AP&L, which has been serving North Little Rock for over 40 years, was awarded the contract after intense bidding with threeseveral competitors. On April 29, 1994,FERC accepted the contract; however, one of AP&L's competitors has requested a rehearing and has filed a motion with FERC to intervene in the approval process forcomplaints against AP&L and North Little Rock challenging the contract. See Part II, Item 5. "Other Information" for additional information. In connection with the merger,Merger, GSU agreed with the LPSC and PUCT to a five-year Rate Cap on retail electric rates, and to pass through to retail customers the fuel savings and a certain percentage of the nonfuel savings created by the Merger. Under the terms of their respective Merger agreements, the LPSC and PUCT will review GSU's base rates will be reviewed by the LPSC during the first post- Mergerpost-Merger earnings analysis scheduled for mid-1994, for reasonableness of its return on equity. TheIn May 1994 and June 1994, GSU made the required first post-Merger earning analysis filings with the LPSC and PUCT, will also review GSU's base rates in accordance with its Merger approval plan in mid-1994.respectively, which GSU believes support the current levels of rates. For further information, see pages 82-83 and 163-164 of the Form 10-K.10- K. See Note 2 for information on recent filings by certain Texas cities seeking a reduction in GSU's rates. Cogeneration projects developed or considered by certain of GSU's industrial customers over the last several years have resulted in GSU developing and securing approval of rates lower than the rates previously approved by the PUCT and LPSC for such industrial customers. Such rates are designed to retain such customers, and to compete for and develop new loads, and do not presently recover GSU's full cost of service. The pricing agreements at non-full cost of service based rates fully recover all related costs but provide only a minimal return. Substantially all of such pricing agreements expire no later than 1997. During the first quartersix months of 1994, KWH sales to GSU's industrial customers at less than full cost of service, which make up approximately 30%27% of the total industrial class, increased 24%12%. Sales to the remaining industrial customers decreased 2%increased 3%. LP&L's five year rate freeze expired in March 1994. At the same time, approximately $46 million of annual rate relief that was included in LP&L's retail rates also expired. TheIn October 1993, the LPSC is scheduledapproved a schedule to beginconduct a review of LP&L's rates and rate structure upon the expiration of LP&L's rate freeze. Discovery is currently underway and hearings are scheduled to begin in MayDecember 1994. In August 1994, LP&L will file a cost of service analysis with the LPSC , which may result in a further decrease in rates.LP&L believes will support its current rate level. See Note 2 for additional information. In February 1994, the MPSC conducted a general review of MP&L's current rates and in March 1994, the MPSC issued a final order adopting a formula rate plan for MP&L that will allow for periodic small adjustments in rates based on a comparison of earned to benchmark returns and upon certain performance factors. The order also adopted previously agreed-upon stipulations of a required return on equity of 11% and certain accounting adjustments that result in a 4.3% ($28.1 million) reduction in MP&L's June 30, 1993, test-year operating revenues. Pursuant to the MPSC's order, on March 18, 1994, MP&L filed rates designed to provide for this reduction in operating revenues for the test year. These rates are effective for service rendered on or after March 25, 1994. See pages 83-84 and 235-236 of the Form 10-K for further information. In connection with the Merger, MP&L agreed with its retail regulator not to request any general retail rate increases that would take effect before November 1998, with certain exceptions. For further information, see pages 82-83 and 236 of the Form 10- K, and Part II, Item 1. "Legal Proceedings." In connection with the Merger, NOPSI agreed with the Council to reduce its annual electric base rates by $4.8 million effective for bills rendered on or after November 1, 1993. NOPSI is currently operating under electric and gas base rate freezes through October 31, 1996. For further information, see pages 82- 83 and 266-268 of the Form 10-K. See pages 27 and 266-268 of the Form 10-K for information regarding the 1991 NOPSI Settlement and a 1992 gas rate settlement. Under the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, NOPSI agreed that during the period October 1, 1992 through October 31, 1996, the Council will have the right to investigate the appropriateness of NOPSI's rates if NOPSI's return on equity on its operations (calculated in accordance with the applicable provisions of the 1991 NOPSI Settlement and a 1992 gas rate settlement) for twelve month periods subsequent to September 30, 1992, were to exceed 13.76%, and after rate hearing(s), to impose a credit on NOPSI's customers' bills over the ensuing twelve month period in an amount that would have allowed NOPSI, during the relevant test year, to earn a return on equity incident to its operations of no less than 12.76%. A review by the Council's advisors of NOPSI's return on equity for the twelve month period ended September 30, 1993, indicates that NOPSI may be required to credit $21.5 million to its customers. In early May 1994, NOPSI determined it was likely that a credit to customers would be required, however, NOPSI estimates that the actual amount of the revenue reduction will be approximately $14.3 million. In the first quarter of 1994, NOPSI recorded a reserve for this revenue reduction which reduced net income by $8.8 million (net of taxes). The Council is expected to order a hearing in the second quarter of 1994 to render a final decision on the actual amount, method, and timing of the credit. NOPSI's future earnings may also be limited by the 1991 NOPSI Settlement and a 1992 gas rate settlement, as discussed above, which may not allow NOPSI to earn a return on equity in excess of 13.76%. In light of the rate issues discussed above, Entergy is aggressively reducing costs to avoid potential earnings erosions that might result as well as to successfully compete by becoming a low-cost producer. To help minimize future costs, Entergy remains committed to least cost planning. In December 1992, AP&L, LP&L, MP&L, and NOPSI each filed a Least Cost Integrated Resource Plan (Least Cost Plan) with their respective retail regulators.regulators, and GSU is currently working with the PUCT regarding integrated resource planning. IntegratedHowever, in response to an increasingly competitive electric utility environment, AP&L, LP&L, MP&L, and NOPSI have announced their intentions to revise their Least Cost Plan activities. In this regard, AP&L, GSU, LP&L, MP&L, and NOPSI intend to adopt the ratepayer impact measure test as their primary economic criterion for DSM programs rather than the total resource or least cost planning includes demand-side measures such as customer energy conservation and supply-side measures such as more efficient power plants. These measures are designed to delaytest that had been used in developing the building of new power plants for the next 20 years. The System operating companies plan to periodically file revisedinitial Least Cost Plans. See pages 8-9, 19, 23-24, 25Therefore, absent overriding customer, strategic, or public interests, AP&L, GSU, LP&L, MP&L, and 26-27NOPSI will propose those DSM programs that have the potential for lower rates to all customers, rather than DSM programs that, while providing direct benefits to participants, may result in higher rates for everyone, including non-participants. In addition, AP&L, GSU, LP&L (outside the city of the Form 10-K,New Orleans), and MP&L will no longer seek a pre-approved cost recovery rider as a mechanism for recovering program costs, lost contributions and incentives. See Part II, Item 1. "Legal Proceedings"Proceedings," for further information.information on filings made by AP&L, LP&L, and MP&L with their respective regulators in connection with proposed changes to their Least Cost Plans. Notwithstanding the changes noted above, LP&L and NOPSI intend to implement the five DSM programs already approved by the Council. However, LP&L and NOPSI intend to pursue appropriate changes in the Council ordinance establishing the Least Cost Plans framework and planning criteria. The Energy Policy Act of 1992 The Energy Policy Act of 1992 (Energy Act) is changing the business of transmitting and distributing electricity. The Energy Act encourages competition and affords utilities the opportunities, and the risks, associated with an open and more competitive market environment. The Energy Act increases competition in the wholesale energy market through the creation of exempt wholesale generators (EWGs). Entergy is competing in this market through its independent power subsidiary, Entergy Power Development Corporation. The Energy Act also gives FERC the authority to order investor-owned utilities to provide transmission access to or for other utilities, including EWGs. In addition, the Energy Act allows utilities to own and operate foreign generation, transmission, and distribution facilities. See "Nonregulated Investments" below for further information. Entergy Corporation and GSU Litigation and Regulatory Proceedings See Note 1 and Part II, Item 1. "Legal Proceedings," for information on litigation with Cajun concerning Cajun's ownership interest in River Bend and the possible material adverse effects on GSU's financial condition in the event that GSU is ultimately unsuccessful in this litigation, including a possible filing under the bankruptcy laws. See Note 2 for information on the possibility of material adverse effects on GSU's financial condition and results of operations as a result of substantial write-offs and/or refunds in connection with outstanding appeals and remands regarding approximately $1.4 billion of abeyed company-wide River Bend plant costs and approximately $187 million of Texas retail jurisdiction deferred River Bend operating and carrying costs. System Energy See Note 2 for information with respect to possible write- offs and refunds bya proposed settlement between System Energy which may result fromand FERC in connection with a decision issued by FERC.FERC in August 1992. Entergy Corporation Nonregulated Investments Entergy Corporation continues to seek new opportunities to expand its electric energy business, including expansion into related nonutility businesses. These opportunities include new domestic ventures such as Entergy Systems and Service, Inc. (Entergy SASI), the region's only full-service provider of energy- efficient lighting and related services, previously established ventures in Argentina, and planned investments in Asia, Central America and South America. Entergy Corporation expects to invest approximately $150 million per year in nonregulated business opportunities. Additional shareholder and/or regulatory approvals may be required for such acquisitions to take place. In the first quartersix months of 1994, Entergy Corporation's nonregulated investments reduced consolidated net income by approximately $6.9$11.9 million. In the near term, these investments are not likely to have a positive effect on earnings; but management believes that these investments could contribute to future earnings growth. See Part II, Item 1. "Legal Proceedings," for information on a petition filed with the SEC by the APSC, the Council, and the MPSC alleging that Entergy Corporation has failed to comply with the terms of a 1992 settlement agreement relating to certain non-regulated investments and Item 5. "Other Information" with respect to a new Entergy Corporation subsidiary that is seeking exempt wholesale generation status. Entergy Corporation and AP&L ANO Matters See pages 30, 77, and 123 of the Form 10-K for information on leaks in certain steam generator tubes at ANO 2 that were discovered and repaired during an outage in March 1992. During a refueling outage in September 1992, a comprehensive inspection of all steam generator tubing was conducted and necessary repairs were made. During a mid-cycle outage in May 1993, a scheduled special inspection of certain steam generator tubing was conducted by Entergy Operations and additional repairs were made. Entergy Operations operated ANO 2 with no further steam generator inspections until the refueling outage which was completed on April 23, 1994. Inspections during the outage revealed additional cracks,cracks; however, most were smaller than those seen in earlier inspections except for one relatively large crack. Based upon results of these inspections and an inconclusive pressure test, Entergy Operations plans to inspect the steam generator tubes during a mid-cycle outage tentatively scheduled for January 1995. The operations and power output of the unit have not been materially adversely affected. GSU Deregulated Portion of River Bend As of March 31,June 30, 1994, GSU had not recovered a significant amount of its investment in, or received any return associated with, the portion of River Bend included in the deregulated asset plan in Louisiana and the portion of River Bend placed in abeyance as part of the Texas rate order which went into effect in July 1988. See pages 157 and 165 of the Form 10-K for further information. Future earnings will continue to be limited as long as the limited recovery of the investment and lack of return continues. For the threesix months ended March 31,June 30, 1994, GSU recorded revenues resulting from the sale of electricity from the deregulated asset plan of approximately $8.9$18.0 million. OperationsOperation and maintenance expenses, including fuel, were approximately $10.6$18.4 million, and depreciation expense associated with the deregulated asset plan investment was approximately $4.1$8.2 million for the threesix months ended March 31,June 30, 1994. For the first quartersix months of 1994, GSU recorded nonfuel revenue of $8.0$16.2 million (included in the $8.9$18.0 million of total deregulated asset plan revenue discussed above) which, absent the deregulated asset plan, would not have been realized. The operationsoperation and maintenance expenses and depreciation expense allocated to the deregulated asset plan as detailed above would have been incurred at River Bend with or without the deregulated asset plan. The future impact of the deregulated asset plan on GSU's results of operations and financial position will depend on River Bend's future operating costs, the unit's efficiency and availability, and the future market for energy over the remaining life of the unit. Based on current estimates of the factors discussed above, GSU anticipates that future revenues from the deregulated asset plan will fully recover all related costs. LPSC Fuel Cost Review In November 1993, the LPSC ordered a review of GSU's fuel costs. The LPSC stated that fuel costs for the period October 1988 through September 1991 would be reviewed based on the number of outages at River Bend and the findings in the June 1993 PUCT fuel reconciliation case. In July 1994, the LPSC made a decision in the GSU/Louisiana Phase 1 fuel review case and ordered GSU to refund approximately $27 million to its customers. Under the order, $13.1 million, which was not contested under a recent Louisiana Supreme Court decision as discussed in Note 2, is to be refunded immediately through a billing credit on August bills. The remaining portion of the LPSC ordered refund, which is being contested by GSU, is suspended to allow GSU 30 days to review the report of special counsel and request rehearing of this remaining portion. GSU will then be given an opportunity to address this remaining refund portion in the LPSC's August open session. Unless the LPSC amends its order in the August session, GSU plans to appeal the order. Accounting for Decommissioning Costs The Financial Accounting Standards Board has agreed to review the accounting for removal costs, which includes the accounting for decommissioning of nuclear plants. This project could possibly change the System's, as well as the entire utility industry's, accounting for such costs. ENTERGY CORPORATION AND SUBSIDIARIES PART II. OTHER INFORMATION Item 1. Legal Proceedings River Bend Entergy Corporation and GSU As discussed on pages 20-22, 80-82, and 160-163 of the Form 10-K, in May 1988, the PUCT granted GSU a permanent increase in annual revenues of $59.9 million resulting from the inclusion in rate base of approximately $1.6 billion of company-wide River Bend plant investment and approximately $182 million of related Texas retail jurisdiction deferred River Bend costs (Allowed Deferrals). In addition, the PUCT disallowed as imprudent $63.5 million of company-wide River Bend plant costs and placed in abeyance, with no finding of prudence, approximately $1.4 billion of company-wide River Bend plant investment and approximately $157 million of Texas retail jurisdiction deferred River Bend operating and carrying costs. GSU has appealed the PUCT's order, and that appeal is now pending in the Texas Third District Court of Appeals (the Appellate Court). In May 1994, the Appellate Court affirmed the lower court's decision that there was substantial evidence to support the PUCT's 1988 decision not to include $1.4 billion of abeyed construction costs in GSU's rate base. While acknowledging that the PUCT had exceeded its authority when it attempted to defer a decision on the inclusion of those costs in rate base in order to allow GSU a further opportunity to demonstrate the prudence of those costs in a subsequent proceeding, the Appellate Court found that GSU had suffered no harm or lack of due process as a result of the PUCT's error. Accordingly, the Appellate Court held that the PUCT's action had the effect of disallowing the company-wide $1.4 billion of River Bend construction costs for ratemaking purposes. The Appellate Court also found that GSU's deferred operating and maintenance costs associated with the allowed portion of River Bend should be included in rate base, but that its deferred River Bend carrying costs should not be included in rate base. Since the PUCT had included both carrying costs and operating and maintenance costs in GSU's rate base, the Appellate Court remanded the case to the PUCT on this issue. The Appellate Court's May 1994 opinion was entered by two judges, with a third judge dissenting. The dissenting opinion states that the result of the majority opinion is, among other things, to deprive GSU of due process at the PUCT because the PUCT never reached a finding on the $1.4 billion of construction costs. In June 1994, the Texas Supreme Court decided three cases involving the inclusion of deferred costs in rate base. The Texas Supreme Court held that there is no distinction between the treatment of deferred carrying costs and deferred operating and maintenance costs, and that such costs capitalized pursuant to a PUCT deferred accounting order may be included in rate base through a subsequent rate case to the extent that they are found to have been prudently and reasonably incurred, that they are related to property used and useful in providing service, and that inclusion of those costs in rate base is necessary to preserve the utility's financial integrity. This test differs from the test applied by the Appellate Court in its May, 1994 opinion, and GSU has asked the Appellate Court to reconsider its opinion in light of these Texas Supreme Court cases. GSU has also asked the Appellate Court to reconsider its opinion as to the $1.4 billion in River Bend construction costs. Barring further review by the Appellate Court, GSU will appeal the Appellate Court's decision to the Texas Supreme Court on both issues. No assurance can be given as to the timing or outcome of the remands or appeals described above. Pending further developments in these cases, GSU has made no write-offs for the River Bend- related costs. Management believes, based on advice from Clark, Thomas & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the case will be remanded to the PUCT, and the PUCT will be allowed to rule on the prudence of the abeyed River Bend plant costs. At this time, management and legal counsel are unable to predict the amount, if any, of the abeyed and previously disallowed River Bend plant costs that ultimately may be disallowed by the PUCT. A net of tax write-off as of June 30, 1994, of up to $309 million could be required based on an ultimate adverse ruling by the PUCT on the abeyed and disallowed costs. Additionally, management believes, based on advice from Clark, Thomas, & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the Allowed Deferrals will continue to be recovered in rates. Management also believes, based on advice from Clark, Thomas, & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the deferred costs related to the $1.4 billion of abeyed River Bend plant costs will be recovered in rates to the extent that the $1.4 billion of abeyed River Bend plant is recovered. However, a write-off of the $170 million of deferred costs related to the $1.4 billion of abeyed River Bend plant costs would be required if they are not allowed to be recovered in rates. See pages 103 and 180 of the Form 10-K for the accounting treatment of preacquisition contingencies, including any River Bend write-down. LPSC Fuel Cost Review GSU As discussed on pages 23 and 165 of the Form 10-K, in November 1993, the LPSC ordered a review of GSU's fuel costs. The LPSC stated that fuel costs for the period October 1988 through September 1991 (Phase 1) would be reviewed based on the number of outages at River Bend and the findings in the June 1993 PUCT fuel reconciliation case. In July 1994, the LPSC made a decision in the Phase 1 fuel review case and ordered GSU to refund approximately $27 million to its customers. Under the order, $13.1 million, which was not contested under a recent Louisiana Supreme Court decision as discussed below, is to be refunded immediately through a billing credit on August bills. The remaining portion of the LPSC ordered refund, which is being contested by GSU, is suspended to allow GSU 30 days to review the report of special counsel and request rehearing of this remaining portion. GSU will then be given an opportunity to address this remaining refund portion in the LPSC's August open session. Unless the LPSC amends its order in the August session, GSU plans to appeal the order. PUCT Fuel Cost Review GSU As discussed on pages 22 and 164 of the Form 10-K, in June 1994, GSU filed a petition with the PUCT for the reconciliation of over- and under-recovery of fuel and purchased power expenses for the period October 1, 1991, through December 31, 1993, in accordance with the Texas merger settlement agreement. GSU is required to reconcile its fuel costs from the end of the period of its last fuel reconciliation through the merger closing date to reflect the fuel and purchased power costs GSU incurred as a stand-alone company. GSU believes there was a net under-recovery of approximately $4.6 million for the period but has indicated that it does not propose to surcharge the under-recovery at this time. A prehearing conference was held on July 18, 1994, and a procedural schedule was adopted which provides for hearings to begin on January 9, 1995. Least Cost Planning AP&L, GSU, LP&L, MP&L, and NOPSI As discussed on pages 8-9, 19, 23, 25-27, 76, 122, 197, 232, and 264 of the Form 10-K, and page 67 of the First Quarter Form 10-Q, AP&L, LP&L, MP&L, and NOPSI have each filed a Least Cost Plan with their respective retail regulators, and GSU is currently working with the PUCT regarding integrated resource planning. SeveralHowever, in response to an increasingly competitive electric utility environment, AP&L, LP&L, MP&L, and NOPSI announced their intentions to revise their Least Cost Plan activities. AP&L, GSU, LP&L, MP&L, and NOPSI intend to adopt the ratepayer impact measure test as their primary economic criterion for DSM programs, rather than the total resource cost test that had been used in developing the initial Least Cost Plans. Therefore, absent overriding customer, strategic, or public interests, AP&L, GSU, LP&L, MP&L, and NOPSI will propose those DSM programs that have the potential for lower rates to all customers, rather than programs that, while providing direct benefits to participants, may result in higher rates for everyone, including non-participants. In addition, AP&L, GSU, LP&L, (outside the city of New Orleans), and MP&L will no longer seek a pre-approved cost recovery rider as a mechanism for recovering program costs, lost contributions and incentives. In light of this new direction, the following filings were made: a) On July 1, 1994, AP&L filed a motion requesting that the APSC public forum meetings were delayed into 1994. The public forum series is now expectedapprove the withdrawal of AP&L's Least Cost Plan filed December 1, 1992, and July 1, 1993, and to rescind its directive that AP&L file another Least Cost Plan in March 1995. On July 25, 1994, the APSC staff and other intervenors filed their responses to AP&L's motion. AP&L has requested to be completed in May 1994.allowed until August 15, 1994, to reply to those responses. b) On MarchJune 30, 1994, LP&L filed rebuttal testimony with the LPSC explaining LP&L's new direction for least cost planning. On July 18, 1994, LP&L filed a motion to withdraw its Least Cost Plan and for approval of an experimental time-of-use-rate. On July 25, 1994, the LPSC extendedstayed the current overall discovery, hearinghearings and briefing scheduleis expected to provide that such schedule will concluderule on motions to withdraw on August 19, 1994. c) On June 30, 1994, MP&L filed a motion with the report ofMPSC to lift a currently effective stay order and dismiss without prejudice the LPSC special counsel on September 16, 1994 rather than on June 14, 1994. The LPSC could render a decision on the basis of this report.proposed Least Cost Plan. On April 7,July 28, 1994, the CouncilMPSC issued its resolution with regard toan order that lifted the final phase (Phase III) ofstay and dismissed, without prejudice, the Least Cost Plans initially filed byPlan filing. Notwithstanding the changes noted above, LP&L and NOPSI withintend to implement within the Council in December 1992. The Council stated that it believescity of New Orleans the Least Cost Plans will result in benefits to the community and that the framework followed in the plans is consistent with that contemplated in an ordinance adoptedfive DSM programs already approved by the Council in 1991 mandating implementation of least cost planning. The Council rejected the 20-year Least Cost Plan ofCouncil. However, LP&L and NOPSI because itintend to pursue appropriate changes in the Council ordinance establishing the Least Cost Plan framework and planning criteria. Alternative Rate Design LP&L and NOPSI On June 6, 1994, NOPSI and LP&L filed an Alternative Rate Design Proposal with the Council under a separate docket from Least Cost Planning. The proposal includes an experimental time of use rate and an interruptible/curtailable rate for NOPSI and LP&L industrial customers that voluntarily participate in the pilot program. NOPSI and LP&L are proposing that these rates be implemented on a pilot basis over a twelve month period. Testimony related to this proposal was filed before the Merger and directed the next Least Cost Plan filing (scheduled for December 1994) to include the effectsCouncil on June 30, 1994. Customer-Controlled Load Management (CCLM) As discussed on page 67 of the Merger. (LP&L and NOPSI believe the Merger will have little, if any, impact on the Least Cost Plan.) Further, the resolution directedFirst Quarter Form 10-Q, LP&L and NOPSI to correct in the next Least Cost Planfiled their CCLM filing whatwith the Council regarded as deficiencies, and to address certain issues with regard to certain load-building and supply-side matters. The Council also approved, with certain refinements, LP&L's and NOPSI's demand-side implementation plans. The Council also recognized, but did not rule upon, the separate settlement among Entergy and a contractors' association of certain competition issues raised by contractors, approved the concept of (1) a rider mechanism for recovery of lost contributions and incentives and (2) the commencement of such recovery on January 1, 1996, and directed the opening of a separate docket "to consider alternative industrial rates." LP&L and NOPSI plan to make, in early or mid-May, a CCLM filing in the new docket established by the Council to address the Entergy-proposed pilot CCLM and Council authorization of a fiber optics/coaxial cable network.June 3, 1994. System Agreement Entergy Corporation, AP&L, LP&L, MP&L, and NOPSI a) As discussed on page 17pages 67-68 of the First Quarter Form 10-K, on August 20, 1990, the City filed a complaint against Entergy Corporation, AP&L, LP&L, MP&L, NOPSI, and System Energy requesting that FERC investigate AP&L's transfer of generating capacity to Entergy Power and the effect of the transfer on AP&L, LP&L, MP&L, and NOPSI and their ratepayers. On December 15, 1993, FERC issued an opinion declining to address the issue of whether the transfer was prudent until a future time when replacement capacity has been added or planned and finding that, until such time, billings under the System Agreement as affected by the transfer are reasonable. The Entergy parties and the City each filed a request for rehearing of this order, which was denied by FERC on February 28, 1994. The Entergy parties and the City each filed an appeal of the FERC's orders with the D. C. Circuit. b) In10-Q, in the December 15, 1993, order approving the Merger, the FERC also initiated a new proceeding to consider whether the System Agreement permits certain out-of-service generating units to be included in reserve equalization calculations under Service Schedule MSS-1 of that agreement. FERC established March 8, 1994, as the refund effective date. On February 16,June 17, 1994, FERC issued an order that clarified the scope of the proceeding to include a review of whether refunds are due for periods prior to the refund effective date. The LPSC, MPSC, and the Mississippi Attorney General (MAG) have taken the position that Entergy Corporation filed an Offer of Settlement to amendviolated the System Agreement prospectively to make it explicit that certain out-of-service generatingby including extended reserve shutdown (ERS) units may be included in reserve equalization calculations under Service Schedule MSS-1. The LPSC and MPSC contested certain provisions in the proposal, and also argued that LP&L and MP&L were entitled to refunds for MSS-1 payments made in the past. Subsequently, thecalculations. The LPSC and MPSC submitted testimony, based on estimates, seeking refunds for periods from 1987 through 1993 estimated at $22.6 million and $13.2 million, respectively. OnThe FERC staff submitted testimony concluding that Entergy's treatment was reasonable, and recommended that no refunds be ordered prospectively from March 14, 1994,8, 1994. Entergy, Corporationthe FERC staff, and other intervenors supporting Entergy's actions have not yet submitted testimony responding to the LPSC, MPSC, and MAG position. A procedural schedule has been established which provides for discovery, direct, responsive, and rebuttal testimony, and a motionhearing to begin on October 24, 1994. According to the schedule, initial and reply briefs to the presiding ALJ seeking to limit the scope of the proceeding to prospective issueswill be submitted in November and to exclude the issue of past refunds. On March 31, 1994, the ALJ limited the scope of the hearing to exclude any claims for retroactive refunds. Thereafter, it was agreed by the parties that the procedural schedule in the case would be stayed until at least May 10,December 1994. The LPSC and MPSC stated that they would file complaints with FERC asserting their claims for retroactive refunds, and Entergy Corporation agreed to answer those complaints within three weeks. On April 5, 1994, the LPSC, Mississippi Attorney General (MAG), and MPSC filed a complaint with FERC claiming that Entergy's past reserve equalization charges under System Agreement Schedule MSS-1 violated the System Agreement, sought refunds and requested FERC to hold a hearing to consider this claim. They also asked FERC to expedite its consideration of their complaints and to consolidate any hearings it deems appropriate with these proceedings. Responses by Entergy Corporation and other parties were filed on April 26, 1994. No date has been set for a FERC determination as to whether to set the LPSC, MAG and MPSC complaint for hearing. FERC estimates that it will not be able to render a decision finally concluding all of the issues in these proceedings until November 30, 1995. The amounts potentially subject to refund will continue to accrue at least until FERC issues a final order in the proceedings. Entergy's position is that its MSS-1 charges have been, and will continue to be, in compliance with the System Agreement. Therefore,Even if FERC finds that there was a technical violation of the System Agreement, it is Entergy's position that no refunds are warranted. However, ifwarranted for any periods. In certain pleadings, the APSC and the City also have opposed the position of the LPSC, MPSC, and MAG that refunds are orderedwarranted. To date, no other intervenor has expressed a position on these issues. If FERC orders refunds for one or more System operating companies on the grounds that their MSS-1 payments were too high, it has not yet been determined whether theis Entergy's position that revenues for such refunds could or wouldshould be obtained through corresponding revised chargesbills to the System operating companies whose MSS-1 chargespayments were too low. Any such revised charges would be subject to FERC approval. Nonregulated Investments Entergy Corporation In April 1994, theThe APSC the Council, and the MPSC filedCity have expressed their opposition to this position. They believe shareholders and not ratepayers should be liable for any refunds. On July 15, 1994, Entergy provided regulators with a petition withdata response showing the SEC alleging that Entergy Corporation has failed to comply withimpacts on Service Schedule MSS-1 billings if the terms of a 1992 settlement agreement with such parties executed in conjunction with the resolution of various matters pending before the SEC. Specifically, the petitioners contend that Entergy Corporation has failed to provide them with financial statements and other documentation relating to its non-regulated businesses, to submit to an audit of all transactions among Entergy Corporation, its regulated utilities and its non-regulated businesses, and to use its best efforts to obtain SEC approval of specified pricing methods for certain transactions between its regulated and non-regulated businesses. The petitioners assert that, because the SEC's orders approving Entergy Corporation's investments in Entergy SASI and in certain generating and distribution facilities in Argentina (see pages 3-4 of the Form 10-K)ERS units were issued in reliance on Entergy Corporation's undertakingsnot included in the settlement agreement,MSS-1 calculations during the SEC should order Entergy Corporation to comply with the agreement or, alternatively, withdraw its prior approvals of these investments until Entergy Corporation so complies. On May 3, 1994, Entergy Corporation filed with the SEC a response to the petition asserting that it has substantially complied,period 1987 through 1993. LP&L and is in the process of complying, with the 1992 settlement agreementMP&L would have been overbilled by $7.7 million and requesting the SEC to dismiss the petition. The matter is pending. Merger Related$12 million, respectively, and AP&L and NOPSI would have been underbilled by $6 million and $13.8 million, respectively. Merger-Related Proceedings Entergy Corporation and GSU a) As discussed on pages 42 and 43 of the Form 10-K, purported class action complaints were filed against GSU and its directors relating to the then proposed merger with Entergy Corporation. GSU executed a Memorandum of Understanding with the counsel for the plaintiffs in theseThese suits agreeing in principle to settle such actions subject to execution of an appropriate stipulation of settlement, approval by the court,were settled and certain other conditions. On March 9, 1994, GSU executed a Stipulation of Settlement Agreement agreeing to settle such actions. The Stipulation was approved by the court on March 23, 1994. The Settlement is subject to certain conditions and entry of a final court order byapproving the court after notice and hearing presently scheduled forsettlement was entered on May 31, 1994. b) As discussed on pages 19, 83, and 163 of the Form 10-K, the settlement agreement that led to the 1993 approval of the Merger by the PUCT required that GSU file a cost-of-service study for informational purposes with the PUCT as soon as possible following closing.closing and GSU is preparing to make that filingfiled a cost-of-service study in June 1994. The settlement agreement also provided that if an action to reduce GSU's rates werewas initiated between December 31, 1993 and the time GSU files its first post-closing rate case (as provided in the settlement agreement), the effect of any order actually reducing rates would relate back to the date the action was filed. Pursuant to that provision, the Texas Office of Public Utility Counsel and certain cities served by GSU have instituted actions at the PUCT and at the city level to investigate further the reasonableness of GSU's rates. The PUCT proceeding has been abatedabeyed pending resolution of the proceedings before the cities. The current schedule for the cases before the cities contemplates final city action on or about August 18, 1994. GSU intends to vigorously oppose any reduction of its rates in these cases. On July 1, 1994, the PUCT gave final approval of the Merger, which had the effect of denying all motions for rehearing. c) As discussed on page 38 of the Form 10-K on December 28, 1993, Houston Industries Incorporated and Houston Lighting & Power Company filed a petition for reconsideration of the SEC order approving the Merger. By order dated April 28, 1994, the SEC denied the petition, stating that the petition raises no legal or factual issues that would alter the conclusions reached in the order approving the Merger. As also discussed on page 3869 of the Form 10-K,10-Q, 14 parties requested rehearing of certain aspects of FERC's December 1993 order approving the Merger. On May 11,17, 1994, FERC reaffirmedissued an order which denied nearly all requests for rehearing. Petitions for review of FERC's December 15, 1993 and May 17, 1994 orders have been filed in the United States Court of Appeals for the District of Columbia Circuit by Entergy Services, the City, Arkansas Electric Energy Consumers (AEEC), the APSC, Cajun Electric Power Cooperative, Inc., MPSC, the American Forest and Paper Association, State of Mississippi, Cities of Benton and others, and Occidental Chemical Corporation. Five petitions have been consolidated, and it is anticipated that all remaining petitions will also be consolidated. It is also expected that the issues before the court will be similar to those raised on rehearing to FERC. The status of these petitions may be affected by the D. C. Circuit opinion discussed under the "Open Access Transmission" heading, below. On February 4, 1994, the APSC and AEEC filed with FERC a joint protest to the December 30, 1993 compliance filing. They reiterated an allegation, presented in AEEC's request for rehearing, that Entergy must insulate the ratepayers of the pre- merger Entergy operating companies from all litigation liabilities related to GSU's River Bend nuclear facility. In its May 17, 1994 order on rehearing, FERC addressed Entergy's commitment to insulate the customers of the pre-merger operating companies against any liability resulting from certain litigation involving River Bend. In response to FERC's clarification of Entergy's commitment, Entergy Services filed a compliance filing on June 16, 1994, which amended certain System Agreement language submitted with the December 30, 1993, compliance filing. On July 14, 1994, and July 15, 1994, APSC and AEEC, respectively, filed protests questioning the adequacy of Entergy's June 16, 1994, compliance filing. Entergy filed an answer to AEEC's protest on August 1, 1994, reiterating its full compliance with the requirements of the Commission's May 17, 1994 order on rehearing. FERC has not yet acted on the compliance filings. FERC Audit - Proposed Settlement Entergy Corporation and System Energy As discussed on pages 16, 84-85, and 296-297 of the Form 10- K, FERC Division of Audits issued an audit report for System Energy. In June 1994, System Energy, AP&L, LP&L, MP&L, and NOPSI reached a tentative settlement with the FERC staff and other parties. The proposed settlement, which is subject to approval by the FERC, would require System Energy to refund or credit approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which would in turn make refunds to their customers (subject to certain exceptions). Additionally, System Energy would refund or credit a total of approximately $62 million, plus interest, to AP&L, LP&L, MP&L, and NOPSI over the period through July 2004. The proposed settlement would also require the write-off of certain related unamortized balances of deferred investment tax credits by AP&L, LP&L, MP&L, and NOPSI. Had the proposed settlement been effective in the second quarter of 1994, it would have reduced Entergy Corporation's consolidated net income for the quarter and six months ended June 30, 1994, by approximately $71.5 million, partially offset by the write-off of the unamortized balances of related deferred investment tax credits of approximately $66.5 million ($27.3 million for AP&L; $31.5 million for LP&L; $6 million for MP&L; and $1.7 million for NOPSI). Pursuant to the proposed settlement, System Energy would also reclassify from utility plant to other deferred debits approximately $81 million of other Grand Gulf 1 costs. Although excluded from rate base, System Energy would be permitted to recover such costs over a 10 year period. System Energy currently plans to file with FERC for approval of the Merger, denied,proposed settlement in August 1994. However, there can be no assurance that FERC will ultimately approve the settlement in its current form. As a result of the charges associated with the refunds, System Energy requires the consent of certain banks (parties to the reimbursement agreements) to temporarily waive the fixed charge coverage and equity ratio covenants in the letters of credit and reimbursement agreement related to the Grand Gulf 1 sale and leaseback transaction. System Energy has obtained the consent of the banks to waive these covenants, for the most part,12-month period beginning with the requests for rehearing,earlier of a write-off or the first refund, if such refund occurs prior to December 31, 1994. System Energy believes the conditions included in the proposed settlement are covered by the waiver. The waiver is conditioned upon System Energy not paying any common stock dividends to Entergy Corporation until the equity ratio covenant is once again met. Absent a waiver, System Energy's failure to perform these covenants could cause a draw under the letters of credit and/or early termination of the letters of credit. If the letters of credit were not replaced in a timely manner, a default or early termination of System Energy's leases could result. Open Access Transmission Entergy Corporation, AP&L, GSU, LP&L, MP&L, and confirmed its findings that the Merger would result in significant benefits. FERC's orders on the Merger may be subject to appeal to the courts. d)NOPSI As discussed on page 3817 of the Form 10-K, appeals seeking to set asidevarious parties filed petitions with the LPSC orderUnited States Court of Appeals for the District of Columbia Circuit related to FERC's 1992 orders regarding open access transmission and the Merger were filed in the 19th Judicial District Court for the Parishsale of East Baton Rouge, Louisiana, by Houston Lighting & Power Company on August 13, 1993, and by the Alliance for Affordable Energy, Inc. on August 20, 1993.wholesale power at market-based rates. On February 9, 1994, Houston Lighting & Power Company filed a motion voluntarily dismissing its appeal, which motion was granted on February 27, 1994. NRC Fines Entergy Corporation and GSU a) The NRC staff informed Entergy Operations on April 11, 1994 that it proposes to fine GSU $100,000 for apparent fire- protection program violations at River Bend. During a 1993 reassessment of the plant's ability to safely shut down the facility in the event of a fire, GSU found five fire-protection deficiencies that were reported to the NRC. The NRC acknowledged that operator action in most cases could have overcome the fire protection deficiencies and shut down the reactor, and that the probability of these accidents was low. The NRC further recognized that each of the deficiencies was promptly resolved, bringing the program into compliance. b) On April 20, 1994, the NRC fined Entergy Operations $112,500 for security violations at River Bend. The fine was based on security violations identified as a result of inspections conducted by the NRC between April 1992 and August 1993. The NRC acknowledged that Entergy Operations had taken remedial steps and plans other corrective measures to prevent similar violations in the future. Entergy Operations does not plan to contest the fine. Cajun Entergy Corporation and GSU a) As discussed on pages 40-42, 94-95, and 172-173 of the Form 10-K, Cajun filed a civil action against GSU in the U. S. District Court, Middle District of Louisiana, which suit began on AprilJuly 12, 1994, and is continuing. Cajun alleges fraud and error by GSU, breach of its fiduciary duties owed to Cajun, and/or GSU's repudiation, renunciation, abandonment or dissolution of its core obligations under the operating agreement for the unit, as well as the lack or failure of cause and/or consideration for Cajun's performance under the operating agreement. The suit seeks to recover Cajun's alleged $1.6 billion investment in the unit as damages, plus attorneys' fees, interest, and costs. GSU believes the suits are without merit and is contesting them vigorously. No assurance can be given as to the outcome of this litigation. If GSU were ultimately unsuccessful in this litigation and were required to make substantial payments, GSU would probably be unable to make such payments and would probably have to seek relief from its creditors under the Bankruptcy Code. b) As discussed on page 31 of the Form 10-K, GSU filed two applications with the NRC to amend the River Bend operating license, and these amendments were issued in December 1993. On February 16, 1994, Cajun filed with the D. C. Circuit petitions for review of the two license amendments issued by the NRC. On March 14, 1994, Entergy Corporation, Entergy Operations, and GSU filed motions to intervene in the D.C. Circuit proceedings. On March 21, 1994, Cajun indicatedissued an opinion finding that it will contendFERC's failure to conduct an evidentiary hearing with respect to the proposed transmission tariffs and related matters was arbitrary and capricious, and that FERC failed to adequately explain its approval of certain provisions in the NRC erred by deciding that evidentiary hearings were not warranted on antitrust issues, on various issues concerningtariffs, including a provision allowing Entergy to seek recovery in transmission rates of "stranded investment" costs resulting from the Atomic Energy Act, and on certain ongoing litigation between Cajun and GSU regarding River Bend. Cajun will also argue that the NRC erred in failing to find adverse effects on certain alleged Cajun contract rights. NISCO Entergy Corporation and GSU In 1988, GSU entered into a joint venture with Conoco, Inc., Citgo Petroleum Corporation, and Vista Chemical Company (Industrial Participants) whereby GSU's Nelson Units 1 and 2 were sold to a partnership (NISCO) consisting of the Industrial Participants and GSU. The sale of the units by GSU to NISCO was for an amount in excess of the units' depreciated cost. The Industrial Participants are supplying the fuel for the units, while GSU operates the units at the discretion of the Industrial Participants and purchases the electricity produced by the units. In February 1990, the LPSC disallowed the pass-through to ratepayers for the portion of GSU's cost to purchase power from NISCO, representing the excess of NISCO's purchase price of the units over GSU's depreciated cost of the units. GSU appealed the 1990 order. In March 1994, the Louisiana Supreme Court ruled in favor of the LPSC, and GSU recorded a estimated refund provision of approximately $10.1 million, before related income taxestransmission service. The case was remanded to FERC for further proceedings. To date, Entergy has not sought recovery of $4.1 million.stranded investment costs in rates under the transmission tarriffs and the remand to FERC is not expected to result in refunds of any amounts that have been collected pursuant to transmission tarriffs. GSU Asbestos Suits Entergy Corporation and GSU As discussed on pages 39-40 of the Form 10-K in October 1989, an amended lawsuit petition was filed on behalf of 985 plaintiffs in the District Court of Jefferson County, Texas, 60th Judicial District in Beaumont, Texas, naming 55 defendants including GSU. In February 1990, another amended lawsuit petition was filed in a different state District Court in Jefferson County, Texas, on behalf of over 200 plaintiffs (subsequently amended to include a total of 674) naming 127 defendants including GSU. Possibly 300 to 400 or moreand page 71 of the plaintiffs in Texas may have worked at GSU's premises. At least nine other individual suits have been filed in Beaumont against GSU and others, seeking damages for alleged asbestos exposure. All of the plaintiffs in such suitsFirst Quarter Form 10-Q, there are also suing GSU and all other defendants on a conspiracy count. Two similar suits have also been filed in Texas on behalf of approximately 220 plaintiffs. There are 39 asbestos-related law suits filedpending in the 14th Judicial District Court of Calcasieu Parish in Lake Charles, Louisiana, on behalfand in various state district courts in Jefferson County Texas. Settlement of an aggregatethe two largest of 91 plaintiffs naming from 16 to 24 defendants including GSU, and GSU is aware of as many as 61 additional cases that may be filed. Thethe Jefferson County suits allege that each plaintiff contracted an asbestos-related disease from exposure to asbestos insulation products on the premises of such defendants. Management believes that GSU has meritorious defenses, but there can be no assurance as to the outcome of these cases or that additional claims may not be asserted. In asbestos-related suits against the manufacturers, very substantial recoveries have been achieved by large(involving about 1660 groups of claimants.claimants) and all of the suits in Calcasieu Parish are being consummated in the second and third quarters of 1994. GSU doeswas named as one of a number of defendants in nearly all of the suits. GSU's share of the settlements was not presently believe that the ultimate resolution of these cases will materially adversely affectmaterial to its financial position or results of operations. LPSC Investigation Entergy Corporation and LP&L As discussed on pages 75, 84, and 199 of the Form 10-K the LPSCdiscovery is currently underway in the LPSC's investigation of LP&L's rates and hearings are scheduled to begin on December 5, 1994. On August 17, 1994, LP&L will file a cost of service analysis with the LPSC, which LP&L believes will support its current rate level. LP&L is presently allowed to review LP&L's rates and rate structure in May 1994. February 1994 Ice Stormearn a 12.76% return on common equity. Incentive Rate Plan Entergy Corporation and MP&L As discussed on pages 104 and 245 of the Form 10-K and Note 2, a February 1994 ice storm left more than 80,000 customers without electric power in MP&L's service area. Current estimates of repair costs are $70.8 million, of which $57.5 million is expected to be capitalized as plant related costs. The remaining balance has been recorded by MP&L as a deferred debit. On April 15, 1994, MP&L filed a Notice of Intent to Change Rates with the MPSC under which MP&L proposed to recover certain expenditures associated with the ice storm. MP&L proposes to recover its ice storm costs through a rider schedule ("Storm Damage Rider"). Under the proposed Storm Damage Rider, the initial rate adjustment would occur on August 15, 1994, and would recover ice storm costs incurred by MP&L through May 31, 1994. On or before February 15, 1995, revised rate adjustments reflecting the total ice storm costs would be submitted to the MPSC for review and verification. The revised rate adjustments are proposed to become effective March 15, 1995, and remain in effect until August 15, 1999, at which time MP&L would file revised base rates reflecting the annual revenue requirement associated with the then remaining capital related costs. The MPSC is expected to hold a hearing on the filing and could order a method or level of recovery of ice storm costs different from that proposed by MP&L. The Ice Storm Rider is proposed to operate independently and separately from MP&L's formulary incentive rate plan. See pages 25-26, 83-84, and 235-236 of the Form 10-K, the MPSC approved an incentive rate plan for additional information.MP&L. The final order was appealed to the Mississippi Supreme Court on May 17, 1994, by Mississippi Valley Gas Co. on the grounds that the MPSC issued the final order without having reviewed the cost of MP&L's promotional practices, some of which Mississippi Valley Gas alleges to be improper. The matter is pending. February 1994 Ice Storm Entergy Corporation, AP&L, and MP&L In early February 1994, an ice storm left more than 221,000 Entergy customers without electric power across the System's four- state service area. The storm was the most severe natural disaster ever to affect the System, causing damage to transmission and distribution lines, equipment, poles, and facilities in certain areas, primarily in Mississippi. Repair costs are currently estimated to be $114.6 million, $27.5 million, and $78.7 million for the System, AP&L, and MP&L, respectively with $83.8 million, $16.6 million, and $65.3 million of these amounts estimated to be capitalized as plant-related costs. The remaining balances have been charged against the respective companies' regulatory storm damage reserves, except for MP&L which recorded a deferred debit. On April 16, 1994, MP&L filed for rate recovery of costs related to the ice storm. MP&L's filing, as subsequently amended, requested recovery of the revenue requirement associated with MP&L's ice storm costs recorded through April 30, 1994. MP&L intends to make another ice storm rate filing with the MPSC by early 1995 to recover ice storm costs recorded by MP&L after April 30, 1994. In early August 1994, MP&L and the MPSC's Public Utilities Staff (MPUS) entered into a stipulation with respect to the recovery of ice storm costs recorded through April 30, 1994. Under the stipulation, which must be approved by the MPSC, MP&L will implement for five years, beginning in October 1994, an ice storm rider schedule that will increase rates approximately $8 million annually. At the end of the Five year period, the revenue requirement associated with the undepreciated ice storm capitalized costs will be included in MP&L's base rates to the extent that this revenue requirement does not result in MP&L's rate of return on rate base being above the benchmark rate of return under MP&L's formula rate plan. Estimated construction expenditures (see Note 1) reflect the above amounts. Livingston Parish Hazardous Waste Suits GSU and LP&L As discussed on pages 39 and 43 of the Form 10-K and page 72 of the First Quarter Form 10-Q, various suits have been filed concerning a hazardous waste disposal site in Livingston Parish, Louisiana. At an April 28,On June 23, 1994, status conference, the United States District Courtfederal district court entered into the record its first case management and scheduling order, which order, among other things, set the trial in this matter for September 3, 1996. Such order also stated the Middle Districtintention of Louisiana (Federal District Court) judge stated that he intendedthe federal district court to adopt the Federal magistrate's recommendation that the class action not be remandedfacilitate, prior to the Livingston Parish, Louisiana District Court (State District Court). Further, the judge will review, among other matters, the State District Court class certification to determine whether such certification should be maintained in Federal District Court. The April 11, 1994 State District Courtscheduled trial date, was not met.appellate review of any significant decisions. The matter is pending. Decommissioning Costs Entergy Corporation, AP&L, andSt. Charles Parish Suits LP&L As discussed on pages 29 and 134page 43 of the Form 10-K, estimated decommissioning costs are regularly reviewedLP&L and updated. In March 1994, APthe tax authorities of St. Charles Parish, Louisiana, have been involved in litigation as to use taxes on nuclear fuel paid by LP&L filedunder protest. With regard to additional interest LP&L claimed was due on the taxes it recovered, LP&L's writs of certiorari to the Louisiana Supreme Court were denied. LP&L is reviewing other procedures with the APSC an interim updateregard to recovery of the ANO cost study, which reflected significant increases in costs of low- level radioactive waste disposal. AP&L expects to include the updated costs in the annual decommissioning cost rate rider filing with the APSC during the fourth quarter of 1994. See Note 1 for additional information on updated decommissioning cost estimates. Reserve for Revenue Reductionsuch interest. The matter is pending. NOPSI Rate Reduction/Credit Entergy Corporation and NOPSI See pages 27 and 266-268 of the Form 10-K for information regarding the 1991 NOPSI Settlement and a 1992 gas rate settlement. Under the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, NOPSI agreed that during the period October 1, 1992 through October 31, 1996, the Council will have the right to investigate the appropriateness of NOPSI's rates if NOPSI's return on equity on its operations (calculated in accordance with the applicable provisions of the 1991 NOPSI Settlement and a 1992 gas rate settlement) for twelve month periods subsequent to September 30, 1992, were to exceed 13.76%, and after rate hearing(s), to impose a credit on NOPSI's customers' bills over the ensuing twelve month period in an amount that would have allowed NOPSI, during the relevant test year, to earn a return on equity incident to its operations of no less than 12.76%. A review byOn July 7, 1994, NOPSI and the Council's advisors of NOPSI's returnCouncil agreed that, based on equity for the twelve month periodtest year ended September 30, 1993, indicates thatNOPSI's earnings exceeded its revenue requirement by $24.95 million and in accordance with the terms of the 1991 NOPSI maySettlement and a 1992 gas rate settlement, there would be required to credit $21.5 million to its customers. In early Maya prospective base rate reduction for twelve months commencing July 14, 1994, NOPSI determined it was likely thatwhich reduction, because of the rate freeze, would be accomplished by means of a credit (to be expressed on a per kwh basis) to customers would be required, however, NOPSI estimates that the actual amount of the revenue reductioncustomers' bills. The per kilowatt hour credit will be approximately $14.3 million.calculated by dividing test year overearnings by test year kwh consumption and applied to kilowatt hour usage during the period ended July 13, 1995. In the first quarter of 1994, NOPSI recorded a $14.3 million reserve for thisthe anticipated revenue reduction which reduced net income by $8.8 million (net of taxes)tax). The Council is expected to order a hearing in the second quarter of 1994 to render a final decision onreserve will be offset against the actual amount, method, and timingcredits prospectively applied to customers bills in accordance with the terms of the credit. Item 4. SubmissionJuly 7, 1994 agreement. Settlement of MattersIRS Grand Gulf 2 Abandonment Issue Entergy and System Energy As discussed on page 300 of the Form 10-K, the Internal Revenue Service audited Entergy Corporation's 1988, 1989, and 1990 consolidated federal income tax returns and proposed that adjustments be made to a Vote of Security Holdersthe Grand Gulf 2 abandonment loss deduction claimed on Entergy's 1989 consolidated federal income tax return. The final agreement with the IRS required Entergy Corporation The annual meeting of stockholders of Entergy Corporation was held on May 6, 1994. The following matters were voted on and receivedto pay $4.35 million in connection with the specified number of votes for, abstentions, votes withheld (against), and broker non-votes: 1. Election of Directors: Votes Broker Name of Nominee Votes For Abstentions Withheld Non-Votes W. Frank Blount 205,283,455 N/A 1,021,762 N/A John A. Cooper, Jr. 205,371,312 N/A 933,905 N/A Lucie J. Fjeldstad 205,274,082 N/A 1,031,135 N/A Norman C. Francis 205,136,089 N/A 1,169,128 N/A Kaneaster Hodges, Jr. 205,267,089 N/A 1,038,128 N/A Robert v. d. Luft 205,251,205 N/A 1,054,012 N/A Edwin Lupberger 205,155,974 N/A 1,149,243 N/A Kinnaird R. McKee 205,296,006 N/A 1,009,211 N/A Paul W. Murrill 205,090,093 N/A 1,215,124 N/A James R. Nichols 205,371,894 N/A 933,323 N/A Eugene H. Owen 205,209,580 N/A 1,095,637 N/A John N. Palmer, Sr. 205,388,740 N/A 916,477 N/A Robert D. Pugh 205,336,833 N/A 968,384 N/A H. Duke Shackelford 205,338,305 N/A 966,912 N/A Wm. Clifford Smith 205,351,721 N/A 953,496 N/A Bismark A. Steinhagen 205,317,947 N/A 987,270 N/A 2. Appointment of independent public accountants, Coopers & Lybrand, for the year 1994: 204,765,999 votes for; 600,386 votes against; 938,832 abstentions; and broker non-votes are not applicable. AP&L A consent in lieu of the annual meeting of common stockholders was executed on May 5, 1994, pursuant to an Arkansas statute that permits such a procedure. The consent was signed on behalf of Entergy Corporation, which owns all of the outstanding common stock. The Board of Directors elected by the common stockholder in and by such consent is as follows: Michael B. Bemis, Donald C. Hintz, Jerry D. Jackson, Edwin Lupberger, Jerry L. Maulden, and R. Drake Keith. GSU A consent in lieu of the annual meeting of common stockholders was executed on May 5, 1994, pursuant to a Texas statute that permits such a procedure. The consent was signed on behalf of Entergy Corporation, which owns all of the outstanding common stock. The Board of Directors elected by the common stockholder in and by such consent is as follows: Michael B. Bemis, Donald C. Hintz, Jerry D. Jackson, Edwin Lupberger, Jerry L. Maulden, and Frank F. Gallaher. LP&L A consent in lieu of the annual meeting of common stockholders was executed on May 5, 1994, pursuant to a Louisiana statute that permits such a procedure. The consent was signed on behalf of Entergy Corporation, which owns all of the outstanding common stock. The Board of Directors elected by the common stockholder in and by such consent is as follows: Michael B. Bemis, Donald C. Hintz, Jerry D. Jackson, Edwin Lupberger, Jerry L. Maulden, and John J. Cordaro. MP&L A consent in lieu of the annual meeting of common stockholders was executed on May 5, 1994, pursuant to a Mississippi statute that permits such a procedure. The consent was signed on behalf of Entergy Corporation, which owns all of the outstanding common stock. The Board of Directors elected by the common stockholder in and by such consent is as follows: Michael B. Bemis, Donald C. Hintz, Jerry D. Jackson, Edwin Lupberger, Jerry L. Maulden, and Donald E. Meiners. NOPSI A consent in lieu of the annual meeting of common stockholders was executed on May 5, 1994, pursuant to a Louisiana statute that permits such a procedure. The consents were signed on behalf of Entergy Corporation, which owns all of the outstanding common stock. The Board of Directors elected by the common stockholder in and by such consent is as follows: Jerry D. Jackson, Edwin Lupberger, Jerry L. Maulden, and John J. Cordaro. System Energy A consent in lieu of the annual meeting of common stockholders was executed on April 29, 1994, pursuant to an Arkansas statute that permits such a procedure. The consent was signed on behalf of Entergy Corporation, which owns all of the outstanding common stock. The Board of Directors elected by the common stockholder in and by such consent is as follows: Donald C. Hintz, Jerry D. Jackson, Edwin Lupberger, and Jerry L. Maulden.abandonment loss issue. Item 5. Other Information ANO Matters Entergy CorporationLow-Level Radioactive Waste AP&L, GSU, LP&L, and AP&LSystem Energy As discussed on pages 30, 77, and 123page 29 of the Form 10-K, leaksthe Barnwell Disposal Facility (Barnwell) had been open to out-of-region generators (including generators in certain steam generator tubesArkansas and Louisiana) in the past. However, on June 3, 1994, the South Carolina legislature failed to take action that would permit further access to out-of-region generators. Beginning in July 1994, low- level radioactive waste generators in the Central States Compact, including AP&L, GSU, and LP&L, will be required to store such waste on-site until a Central States Compact facility becomes operational or another site becomes accessible. The estimated construction costs for storage sufficient for approximately five years at ANO 2 were discoveredGrand Gulf 1, Waterford 3, and repaired during an outageRiver Bend are in March 1992. During a refueling outage in September 1992, a comprehensive inspectionthe range of all steam generator tubing was conducted and necessary repairs were made. During a mid-cycle outage in May 1993, a scheduled special inspection of certain steam generator tubing was conducted by Entergy Operations and additional repairs were made. Entergy Operations operated ANO 2 with no further steam generator inspections until the refueling outage that was completed on April 23, 1994. Inspections during the outage revealed numerous cracks, however most were smaller than those seen in earlier inspections except for one relatively large crack. Based upon results of these inspections and an inconclusive pressure test, Entergy Operations plans to inspect the steam generator tubes during a mid-cycle outage tentatively scheduled for January 1995. The operations and power output of the unit have not been materially adversely affected. Nonregulated Investments Entergy Corporation As discussed on page 3 of the Form 10-K, Entergy continues to consider opportunities to expand its business, including opportunities in overseas power development. On April 28, 1994, Entergy Power Asia Ltd., an Entergy Corporation subsidiary, filed an application with the FERC requesting exempt wholesale generation status under the Public Utility Holding Company Act of 1935 for one existing 1200-megawatt generating plant and four planned generating plants in China. Wholesale Contract AP&L On March 31, 1994, North Little Rock, Arkansas awarded AP&L a wholesale electric contract which will provide estimated revenues of $347$1.0 million to AP&L over its 11-year life. AP&L which has been serving North Little Rock$2.0 million for over 40 years, was awarded the contract after intense bidding with three competitors. The price per KWH was reduced 18%, retroactive to March 1, 1994, with increases in price through the year 2004. On April 29, 1994, Power Systems Ltd. (PSL), one of AP&L's competitors, filed a motion with FERC to intervene in the approval process for AP&L's contract with North Little Rock. PSL alleges that the rates in the contract fail to meet FERC's criteria for below-market prices and unlawfully prohibit other power suppliers from participating in the North Little Rock power market. FERC has until June 1, 1994, to decide whether it will hold hearings on the matter or approve the power supply contract.each site. Common Stock Price Range and Dividends Entergy Corporation The shares of Entergy Corporation's common stock are listed on the New York, Chicago, and Pacific Stock Exchanges. The high and low sales prices of Entergy Corporation's common stock for the firstsecond quarter of 1994, as reported by The Wall Street Journal as composite transactions, were $37 3/$32 1/8 and $31 1/$24 5/8, respectively, per share. For the twelve months ended March 31,June 30, 1994, Entergy Corporation paid common stock dividends in an aggregate amount of $1.70$1.75 per share. As of March 31,June 30, 1994, the consolidated book value of a share of Entergy Corporation's common stock was $28.24$28.26 and the last reported sale price of Entergy Corporation's common stock on March 31,June 30, 1994, was $31$24 3/4 per share. Earnings Ratios AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy The System operating companies and System Energy have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends pursuant to Item 503 of Regulation S-K of the SEC as follows: Twelve Months Ended December 31, March 31,June 30, 1989 1990 1991 1992 1993 1994 Ratios of Earnings to Fixed Charges (a) AP&L 2.31 2.16 2.25 2.28 3.11(h) 2.682.80 GSU 1.16 .80(i) 1.56 1.72 1.54 1.541.59 LP&L 1.79 2.32 2.40 2.79 3.06 3.163.15 MP&L 1.04(e) 2.42 2.36 2.37 3.79(h) 2.842.71 NOPSI 1.89 2.73 5.66(g) 2.66 4.68(h) 3.844.07 System Energy -(f) 2.10 1.74 2.04 1.87 1.84 Twelve Months Ended December 31, March 31,June 30, 1989 1990 1991 1992 1993 1994 Ratios of Earnings to Combined Fixed Charges and Preferred Dividends (a)(b)(c) AP&L 1.88 1.81 1.87 1.86 2.54(h) 2.222.32 GSU (d) .66(i) .59(i) 1.19 1.37 1.21 1.211.26 LP&L 1.39 1.87 1.95 2.18 2.39 2.512.52 MP&L 1.00(e) 1.93 1.94 1.97 3.08(h) 2.282.20 NOPSI 1.62 2.36 4.97(g) 2.36 4.12(h) 3.383.56 (a) "Earnings," as defined by SEC Regulation S-K, represent the aggregate of (1) net income, (2) taxes based on income, (3) investment tax credit adjustments - net, and (4) fixed charges. "Fixed Charges" include interest (whether expensed or capitalized), related amortization, and interest applicable to rentals charged to operating expenses. (b) "Preferred Dividends," as defined by SEC Regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the effective income tax rate. (c) System Energy's Amended and Restated Articles of Incorporation do not currently provide for the issuance of preferred stock. (d) "Preferred Dividends" in the case of GSU also include dividends on preference stock. (e) Earnings for the twelve months ended December 31, 1989 include the impact of the write-off of $60 million of deferred Grand Gulf 1-related costs pursuant to an agreement between MP&L and the MPSC. (f) Earnings for the year ended December 31, 1989 were inadequate to cover fixed charges due to System Energy's cancellation and write-off of its investment in Grand Gulf 2 in September 1989. The amount of the coverage deficiency for fixed charges was $745.2 million. (g) Earnings for the year ended December 31, 1991 include the $90 million effect of the 1991 NOPSI Settlement. (h) Earnings for the year ended December 31, 1993 include the $81 million, $52 million, and $18 million for AP&L, MP&L, and NOPSI, respectively, related to the change in accounting principle to provide for the accrual of estimated unbilled revenues. (i) Earnings for the year ended December 31, 1990 for GSU were not adequate to cover fixed charges by $60.6 million. Earnings for the years ended December 31, 1990 and 1989, were not adequate to cover fixed charges and preferred dividends by $165.1 million and $190.8 million, respectively. Earnings in 1990 include a $205 million charge for the settlement of a purchase power dispute. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits* **3(a) - Articles of Amendment to Restated Articles of Incorporation, as amended, of LP&L, as executed July 21, 1994. 3(b) - Articles of Amendment to Restated Articles of Incorporation, as amended, of MP&L, as executed March 17, 1994. 3(c) - Articles of Amendment to Restated Articles of Incorporation, as amended, of NOPSI, as executed July 21, 1994. 3(d) - By-laws of AP&L, as amended and currently in effect. 3(e) - By-laws of GSU, as amended and currently in effect. 3(f) - By-laws of MP&L, as amended and currently in effect. 3(g) - By-laws of NOPSI, as amended and currently in effect. 4(a) - NineteenthFifty-second Supplemental Indenture, dated as of June 15, 1994, to System Energy'sAP&L's Mortgage and Deed of Trust. ** 4(b) - Ninth Supplemental Indenture, dated as of July 1, 1994, to MP&L's Mortgage and Deed of Trust (filed as Exhibit A-2(g)A-2(j) to Rule 24 Certificate dated May 6,July 22, 1994 in File No. 70-7946 and incorporated herein by reference)70-7914). **10(a) 4(c) - Twenty-ninth Assignment of Availability Agreement, Consent and Agreement,Forty-ninth Supplemental Indenture, dated as of AprilJuly 1, 1994, among AP&L,to LP&L, MP&L, NOPSI, System Energy,&L's Mortgage and United StatesDeed of Trust Company of New York and Gerard F. Ganey, as Trustees (filed as Exhibit B-2(f)A-3(e) to Rule 24 Certificate dated May 6,August 1, 1994 in File No. 70-7946 and incorporated herein by reference). **10(b) - Twenty-ninth Supplementary Capital Funds Agreement, dated as of April 1, 1994, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (filed as Exhibit B-3 (f) to Rule 24 Certificate dated May 6, 1994 in File No. 70-7946 and incorporated herein by reference)70-7822). 23(a) - Consent of Friday, Eldredge & Clark. 23(b) - Consent of Monroe & Lemann (A Professional Corporation). 23(c) - Consent of Wise Carter Child & Caraway, Professional Association. 23(d) - Consent of Clark, Thomas & Winters. 23(e) - Consent of Sandlin Associates. 99(a) - AP&L's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(b) - GSU's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(c) - LP&L's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(d) - MP&L's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(e) - NOPSI's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Pre ferredPreferred Dividends, as defined. 99(f) - System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined. **99(g) - Annual Reports on Form 10-K of Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy for the fiscal year ended December 31, 1993, portions of which are incorporated herein by reference as described elsewhere in this document (filed with the SEC in File Nos. 1-11299, 1-10764, 1- 2703, 1-8474, 0-320, 0-5807, and 1-9067, respectively). **99(h) - Quarterly Report on Form 10-Q of Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy for the quarter ended March 31, 1994, portions of which are incorporated herein by reference as described elsewhere in this document (filed with the SEC in File Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0- 320, 0-5807, and 1-9067, respectively). 99(h)**99(i) - Earnings statementOpinion of AP&L forClark, Thomas & Winters, a professional corporation, dated September 30, 1992 regarding the twelve month period ended March 31,effect of the October 1, 1991 judgment in GSU v. PUCT in the District Court of Travis County, Texas (99-1 in Registration No. 33-48889). 99(j) - Opinion of Clark, Thomas & Winters, a professional corporation, dated August 8, 1994 made generally available to security holdersregarding recovery of costs deferred pursuant to Section 11(a) of the Securities Act of 1933, as amended. 99(i) - Earnings statement of LP&L for the twelve month period ended March 31, 1994, made generally available to security holders pursuant to Section 11(a) of the Securities Act of 1933, as amended. 99(j) - Earnings statement of MP&L for the twelve month period ended March 31, 1994, made generally available to security holders pursuant to Section 11(a) of the Securities Act of 1933, as amended. 99(k) - Earnings statement of NOPSI for the twelve month period ended March 31, 1994, made generally available to security holders pursuant to Section 11(a) of the Securities Act of 1933, as amended. 99(l) - Earnings statement of System Energy for the twelve month period ended March 31, 1994, made generally available to security holders pursuant to Section 11(a) of the Securities Act of 1933, as amended.PUCT order in Docket 6525. ___________________________ * Reference is made to a duplicate list of exhibits being filed as a part of Form 10-Q for the quarter ended March 31,June 30, 1994, which list, prepared in accordance with Item 102 of Regulation S-T of the Securities and Exchange Commission, immediately precedes the exhibits being filed with Form 10-Q for the quarter ended March 31,June 30, 1994. ** Incorporated herein by reference as indicated. (b) Reports on Form 8-K GSUEntergy A current report on Form 8-K, dated March 31,May 25, 1994, was filed with the SEC on April 6,June 1, 1994, reporting information under Item 5. "Other Materially Important Events". Entergy Corporation, AP&L, LP&L, MP&L, NOPSI and System EnergyGSU A current report on Form 8-K, dated March 16,May 25, 1994, was filed with the SEC on March 21,June 1, 1994, reporting information under Item 4. "Changes in Registrant's Certifying Accountant"5. "Other Materially Important Events". EXPERTS All statements in Part II of this Quarterly Report on Form 10-Q as to matters of law and legal conclusions, based on the belief or opinion of AP&L, LP&L, MP&L, NOPSI, and System Energy or otherwise, pertaining to the titles to properties, franchises and other operating rights of certain of the registrants filing this Quarterly Report on Form 10-Q, and their subsidiaries, the regulations to which they are subject and any legal proceedings to which they are parties are made on the authority of Friday, Eldredge & Clark, 2000 First Commercial Building, 400 West Capitol, Little Rock, Arkansas, as to AP&L; Monroe & Lemann (A Professional Corporation), 201 St. Charles Avenue, Suite 3300, New Orleans, Louisiana, as to LP&L and NOPSI; and Wise Carter Child & Caraway, Professional Association, Heritage Building, Jackson, Mississippi, as to MP&L and System Energy. The statements attributed to Clark, Thomas & Winters, a professional corporation, as to legal conclusions with respect to GSU's rate regulation in Texas in Note 2 to Entergy Corporation and Subsidiaries Consolidated Financial Statements, "Rate and Regulatory Matters," have been reviewed by such firm and are included herein upon the authority of such firm as experts. The statements attributed to Sandlin Associates regarding the analysis of River Bend construction costs of GSU in Note 2 to Entergy Corporation and Subsidiaries Consolidated Financial Statements, "Rate and Regulatory Matters," have been reviewed by such firm and are included herein upon the authority of such firm as experts. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. ENTERGY CORPORATION ARKANSAS POWER & LIGHT COMPANY GULF STATES UTILITIES COMPANY LOUISIANA POWER & LIGHT COMPANY MISSISSIPPI POWER & LIGHT COMPANY NEW ORLEANS PUBLIC SERVICE INC. SYSTEM ENERGY RESOURCES, INC. /s/Lee W. Randall Lee W. Randall Vice President and Chief Accounting Officer (For each Registrant and for each as Principal Accounting Officer) Date: May 16,August 8, 1994