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 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 July 31, 1994 Entergy Corporation ($0.01 par value) 227,376,479 ENTERGY CORPORATION AND SUBSIDIARIES INDEX TO QUARTERLY REPORT ON FORM 10-Q 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 55 Part II: Item 1. Legal Proceedings 70 Item 5. Other Information 78 Item 6. Exhibits and Reports on Form 8-K 81 Experts 83 Signature 84 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, and should 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 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 demand) 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 of capacity and 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 decisions 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 June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $21,012,813 $20,848,844 Plant acquisition adjustment - GSU 373,986 380,117 Electric plant under leases 664,531 663,024 Property under capital leases - electric 170,599 175,276 Natural gas 158,249 156,452 Steam products 75,586 75,689 Construction work in progress 615,672 533,112 Nuclear fuel under capital leases 299,730 329,433 Nuclear fuel 48,114 17,760 ----------- ----------- Total 23,419,280 23,179,707 Less - accumulated depreciation and amortization 7,408,935 7,157,981 ----------- ----------- Utility plant - net 16,010,345 16,021,726 ----------- ----------- Other Property and Investments: Decommissioning trust funds 197,560 172,960 Other 188,128 183,597 ----------- ----------- Total 385,688 356,557 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 40,204 27,345 Temporary cash investments - at cost, which approximates market 375,039 536,404 ----------- ----------- Total cash and cash equivalents 415,243 563,749 Special deposits 46,579 36,612 Notes receivable 16,455 17,710 Accounts receivable: Customer (less allowance for doubtful accounts of $8.7 million in 1994 and $8.8 million in 1993) 355,921 315,796 Other 70,109 81,931 Accrued unbilled revenues 291,188 257,321 Fuel inventory 80,481 110,204 Materials and supplies - at average cost 362,364 360,353 Rate deferrals 359,943 333,311 Prepayments and other 103,852 98,144 ----------- ----------- Total 2,102,135 2,175,131 ----------- ----------- Deferred Debits and Other Assets: Rate deferrals 1,688,911 1,876,051 SFAS 109 regulatory asset - net 1,389,180 1,385,824 Long-term receivables 240,320 228,030 Unamortized loss on reacquired debt 242,211 210,698 Other 642,514 622,680 ----------- ----------- Total 4,203,136 4,323,283 ----------- ----------- TOTAL $22,701,304 $22,876,697 =========== =========== See Notes to Financial Statements. ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $.01 par value, authorized 500,000,000 shares; issued 231,219,737 shares in 1994 and 1993 $2,312 $2,312 Paid-in capital 4,224,208 4,223,682 Retained earnings 2,318,200 2,310,082 Less - treasury stock (2,784,708 shares in 1994) 88,298 - ----------- ----------- Total common shareholders' equity 6,456,422 6,536,076 Preference stock 150,000 150,000 Subsidiaries' preferred stock: Without sinking fund 550,955 550,955 With sinking fund 322,794 349,053 Long-term debt 7,349,044 7,355,962 ----------- ----------- Total 14,829,215 14,942,046 ----------- ----------- Other Noncurrent Liabilities: Obligations under capital leases 282,297 322,867 Other 279,833 270,318 ----------- ----------- Total 562,130 593,185 ----------- ----------- Current Liabilities: Currently maturing long-term debt 292,975 322,010 Notes payable 149,867 43,667 Accounts payable 363,043 413,727 Customer deposits 131,314 127,524 Taxes accrued 146,147 118,267 Accumulated deferred income taxes 100,660 44,637 Interest accrued 195,352 210,894 Dividends declared 14,041 13,404 Deferred revenue - gas supplier judgment proceeds - 14,632 Deferred fuel cost - 4,528 Obligations under capital leases 186,723 194,015 Other 128,275 240,471 ----------- ----------- Total 1,708,397 1,747,776 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 3,826,960 3,849,439 Accumulated deferred investment tax credits 769,777 802,273 Other 1,004,825 941,978 ----------- ----------- Total 5,601,562 5,593,690 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $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 June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands, Except Share Data) Operating Revenues: Electric $1,551,673 $1,051,484 $2,891,925 $1,948,750 Natural gas 22,766 18,618 76,845 47,764 Steam products 11,859 - 23,567 - ---------- ---------- ---------- ---------- Total 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 357,711 181,961 672,439 358,896 Purchased power 109,833 78,720 234,629 135,533 Nuclear refueling outage expenses 16,244 15,580 31,989 30,582 Operation and maintenance 367,223 245,437 703,235 478,603 Depreciation and decommissioning 160,856 109,092 321,665 219,222 Taxes other than income taxes 70,067 48,634 142,919 97,044 Income taxes 89,753 70,925 123,306 102,711 Rate deferrals Rate deferrals - (313) - (1,626) Amortization of rate deferrals 88,676 59,492 182,350 122,232 ---------- ---------- ---------- ---------- Total 1,260,363 809,528 2,412,532 1,543,197 ---------- ---------- ---------- ---------- Operating Income 325,935 260,574 579,805 453,317 ---------- ---------- ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 3,135 2,174 6,670 4,326 Miscellaneous - net 6,659 15,197 17,892 30,034 Income taxes (3,183) (5,640) (11,380) (15,217) ---------- ---------- ---------- ---------- Total 6,611 11,731 13,182 19,143 ---------- ---------- ---------- ---------- Interest Charges: Interest on long-term debt 158,866 123,110 319,261 246,829 Other interest - net 11,444 5,435 22,455 11,499 Allowance for borrowed funds used during construction (2,527) (1,495) (5,169) (3,021) Preferred dividend requirements of subsidiaries and other 20,426 14,395 41,368 28,980 ---------- ---------- ---------- ---------- Total 188,209 141,445 377,915 284,287 ---------- ---------- ---------- ---------- Income before Cumulative Effect of a Change in Accounting Principle 144,337 130,860 215,072 188,173 Cumulative effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $57,188) - - - 93,841 ---------- ---------- ---------- ---------- Net Income $144,337 $130,860 $215,072 $282,014 ========== ========== ========== ========== Earnings per average common share before cumulative effect of a change in accounting principle $0.63 $0.75 $0.94 $1.07 Earnings per average common share $0.63 $0.75 $0.94 $1.61 Dividends declared per common share - - $0.90 $0.80 Average number of common shares outstanding 229,440,707 174,745,885 230,010,476 174,926,615 See Notes to Financial Statements. ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $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 164,750 80,652 Depreciation and decommissioning 321,665 219,222 Deferred income taxes and investment tax credits 13,690 (372) Allowance for equity funds used during construction (6,670) (4,326) Amortization of deferred revenues (14,632) (19,799) Changes in working capital: Receivables (62,170) (55,467) Fuel inventory 29,723 4,325 Accounts payable (50,684) (50,159) Taxes accrued 27,880 (4,384) Interest accrued (15,542) (1,332) Other working capital accounts (143,630) (77,205) Refunds to customers - gas contract settlement - (56,027) Decommissioning trust contributions (11,742) (9,969) Provision for estimated losses and reserves (4,523) 23,003 Other 45,014 56,989 -------- -------- Net cash flow provided by operating activities 508,201 293,324 -------- -------- Investing Activities: Construction / capital expenditures (327,154) (176,127) Allowance for equity funds used during construction 6,670 4,326 Nuclear fuel purchases (44,994) (40,401) Proceeds from sale/leaseback of nuclear fuel 16,144 22,868 Investment in nonregulated/nonutility properties (113) (58,531) Decrease in other temporary investments - 17,012 -------- -------- Net cash flow used in investing activities (349,447) (230,853) -------- -------- Financing Activities: Proceeds from the issuance of: First mortgage bonds 59,410 160,000 General and refunding mortgage bonds - 195,000 Other long-term debt 43,644 79,053 Premium and expense on refinancing sale/leaseback bonds (47,602) - Retirement of: First mortgage bonds (85,600) (249,704) General and refunding mortgage bonds (45,000) (99,400) Other long-term debt (16,108) (21,919) Repurchase of common stock (88,796) (21,874) Redemption of preferred stock (26,259) (29,000) Common stock dividends paid (207,149) (139,566) Changes in short-term borrowings 106,200 1,200 -------- -------- Net cash flow used in financing activities (307,260) (126,210) -------- -------- Net decrease in cash and cash equivalents (148,506) (63,739) Cash and cash equivalents at beginning of period 563,749 379,792 -------- -------- Cash and cash equivalents at end of period $415,243 $316,053 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $336,230 $270,222 Income taxes $79,097 $74,769 Noncash investing and financing activities: Capital lease obligations incurred $24,303 $22,868 Excess of fair value of decommissioning trust assets over amount invested $7,477 - See Notes to Financial Statements. ENTERGY 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 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 operating results. ARKANSAS POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $4,170,215 $4,098,355 Property under capital leases 59,744 62,139 Construction work in progress 185,900 197,005 Nuclear fuel under capital lease 86,226 93,606 ---------- ---------- Total 4,502,085 4,451,105 Less - accumulated depreciation and amortization 1,663,306 1,604,318 ---------- ---------- Utility plant - net 2,838,779 2,846,787 ---------- ---------- Other Property and Investments: Investment in subsidiary companies - at equity 11,232 11,232 Decommissioning trust fund 123,834 108,192 Other - at cost (less accumulated depreciation) 4,436 4,257 ---------- ---------- Total 139,502 123,681 ---------- ---------- Current Assets: Cash 10,165 1,825 Accounts receivable: Customer (less allowance for doubtful accounts of $2.1 million in 1994 and 1993) 70,350 65,641 Associated companies 30,248 18,312 Other 15,515 20,817 Accrued unbilled revenues 108,436 83,378 Fuel inventory - at average cost 24,575 51,920 Materials and supplies - at average cost 78,550 81,398 Rate deferrals 102,596 92,592 Deferred excess capacity 9,304 9,115 Prepayments and other 47,320 28,303 ---------- ---------- Total 497,059 453,301 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 417,843 475,387 Deferred excess capacity 24,034 28,465 SFAS 109 regulatory asset - net 226,636 234,015 Unamortized loss on reacquired debt 58,523 60,169 Other 118,512 112,300 ---------- ---------- Total 845,548 910,336 ---------- ---------- TOTAL $4,320,888 $4,334,105 ========== ========== See Notes to Financial Statements. ARKANSAS POWER & LIGHT COMPANY BALANCE SHEETS 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 467,813 448,811 ---------- ---------- Total common shareholder's equity 1,059,127 1,040,125 Preferred stock: Without sinking fund 176,350 176,350 With sinking fund 63,027 70,027 Long-term debt 1,321,150 1,313,315 ---------- ---------- Total 2,619,654 2,599,817 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 84,752 94,861 Other 55,684 59,750 ---------- ---------- Total 140,436 154,611 ---------- ---------- Current Liabilities: Currently maturing long-term debt 28,020 3,020 Notes payable: Associated companies 17,641 21,395 Other 34,667 667 Accounts payable: Associated companies 36,120 45,177 Other 71,062 93,611 Customer deposits 16,050 15,241 Taxes accrued 58,641 43,013 Accumulated deferred income taxes 34,872 32,367 Interest accrued 31,318 31,410 Dividends declared 4,833 5,049 Co-owner advances 25,767 39,435 Deferred fuel cost 20,292 16,130 Obligations under capital leases 61,218 60,883 Other 18,818 32,859 ---------- ---------- Total 459,319 440,257 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 852,534 876,618 Accumulated deferred investment tax credits 148,872 154,723 Other 100,073 108,079 ---------- ---------- Total 1,101,479 1,139,420 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $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 June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $414,901 $383,651 $785,992 $730,391 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 67,759 58,323 131,233 117,275 Purchased power 93,427 92,761 184,609 174,431 Nuclear refueling outage expenses 8,839 10,366 17,473 20,732 Other operation and maintenance 89,372 90,624 169,898 177,498 Depreciation and decommissioning 36,540 33,124 72,258 66,555 Taxes other than income taxes 8,508 6,361 17,623 13,741 Income taxes 17,323 7,661 14,918 4,546 Amortization of rate deferrals 33,552 31,099 73,725 65,320 -------- -------- -------- -------- Total 355,320 330,319 681,737 640,098 -------- -------- -------- -------- Operating Income 59,581 53,332 104,255 90,293 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 896 1,033 2,050 2,312 Miscellaneous - net 11,997 14,906 24,561 30,077 Income taxes (3,913) (7,156) (9,684) (17,395) -------- -------- -------- -------- Total 8,980 8,783 16,927 14,994 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 25,145 27,167 50,378 54,436 Other interest - net 2,500 1,101 4,320 2,017 Allowance for borrowed funds used during construction (847) (725) (1,667) (1,632) -------- -------- -------- -------- Total 26,798 27,543 53,031 54,821 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 41,763 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 41,763 34,572 68,151 100,653 Preferred Stock Dividend Requirements and Other 4,866 5,299 9,749 10,561 -------- -------- -------- -------- Earnings Applicable to Common Stock $36,897 $29,273 $58,402 $90,092 ======== ======== ======== ======== See Notes to Financial Statements. ARKANSAS POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $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 51,782 42,431 Depreciation and decommissioning 72,258 66,555 Deferred income taxes and investment tax credits (20,012) (28,094) Allowance for equity funds used during construction (2,050) (2,312) Changes in working capital: Receivables (36,401) (22,143) Fuel inventory 27,345 6,567 Accounts payable (31,606) (4,592) Taxes accrued 15,628 (2,620) Interest accrued (92) (546) Other working capital accounts (38,907) (48,578) Decommissioning trust contributions (5,288) (5,524) Provision for estimated losses and reserves (8,224) 20,688 Other (12,839) (3,957) -------- -------- Net cash flow provided by operating activities 79,745 68,341 -------- -------- Investing Activities: Construction expenditures (74,778) (65,122) Allowance for equity funds used during construction 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 (72,728) (69,014) -------- -------- Financing Activities: Proceeds from issuance of other long-term debt 27,992 44,519 Retirement of first mortgage bonds (600) (15,600) Redemption of preferred stock (7,000) (7,000) Changes in short-term borrowings 30,246 27,140 Dividends paid: Common stock (39,400) (21,700) Preferred stock (9,915) (10,830) -------- -------- Net cash flow provided by financing activities 1,323 16,529 -------- -------- Net increase in cash and cash equivalents 8,340 15,856 Cash and cash equivalents at beginning of period 1,825 - -------- -------- Cash and cash equivalents at end of period $10,165 $15,856 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $49,205 $54,411 Income taxes $28,677 $41,854 Noncash investing and financing activities: Capital lease obligations incurred $14,626 $22,868 Excess of fair value of decommissioning trust assets over amount invested $7,210 - See Notes to Financial Statements. ARKANSAS 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 ========= ========= ======= GULF STATES UTILITIES COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $6,851,569 $6,825,989 Natural gas 43,396 42,786 Steam products 75,586 75,689 Property under capital leases 85,884 86,039 Construction work in progress 84,358 50,080 Nuclear fuel under capital leases 89,057 94,828 ---------- ---------- Total 7,229,850 7,175,411 Less - accumulated depreciation and amortization 2,409,052 2,323,804 ---------- ---------- Utility plant - net 4,820,798 4,851,607 ---------- ---------- Other Property and Investments: Decommissioning trust fund 19,667 17,873 Other - at cost (less accumulated depreciation) 29,644 29,360 ---------- ---------- Total 49,311 47,233 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 11,108 3,012 Temporary cash investments - at cost, which approximates market: Associated companies 39,759 - Other 81,008 258,337 ---------- ---------- Total cash and cash equivalents 131,875 261,349 Accounts receivable: Customer (less allowance for doubtful accounts of $2.2 million in 1994 and $2.4 million in 1993) 139,097 117,369 Associated companies 4,438 - Other 19,517 18,371 Accrued unbilled revenues 35,184 32,572 Deferred fuel costs 13,092 5,883 Fuel inventory 27,932 23,448 Materials and supplies - at average cost 90,123 86,831 Rate deferrals 95,222 90,775 Prepayments and other 22,472 48,948 ---------- ---------- Total 578,952 685,546 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 588,652 638,015 SFAS 109 regulatory asset - net 437,143 432,411 Long-term receivables 233,553 218,079 Unamortized loss on reacquired debt 67,525 70,970 Other 199,693 193,490 ---------- ---------- Total 1,526,566 1,552,965 ---------- ---------- TOTAL $6,975,627 $7,137,351 ========== ========== See Notes to Financial Statements. GULF STATES UTILITIES COMPANY BALANCE SHEETS 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 511,991 666,401 ---------- ---------- Total common shareholder's equity 1,778,390 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 2,368,757 2,368,639 ---------- ---------- Total 4,532,345 4,688,847 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 140,709 152,359 Other 47,155 47,107 ---------- ---------- Total 187,864 199,466 ---------- ---------- Current Liabilities: Currently maturing long-term debt 425 425 Accounts payable: Associated companies 19,940 2,745 Other 103,081 109,840 Customer deposits 22,673 21,958 Taxes accrued 31,511 22,856 Interest accrued 56,472 59,516 Nuclear refueling reserve 13,423 22,356 Obligations under capital leases 34,233 41,713 Other 59,504 98,074 ---------- ---------- Total 341,262 379,483 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 1,243,022 1,222,999 Accumulated deferred investment tax credits 92,212 94,455 Deferred River Bend finance charges 94,585 106,765 Other 484,337 445,336 ---------- ---------- Total 1,914,156 1,869,555 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $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 June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues: Electric $439,015 $423,200 $841,119 $804,731 Natural gas 5,981 6,007 21,827 18,531 Steam products 11,859 13,016 23,567 23,139 -------- -------- -------- -------- Total 456,855 442,223 886,513 846,401 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses and gas purchased for resale 119,341 126,945 238,359 245,314 Purchased power 54,839 38,035 115,059 74,306 Nuclear refueling outage expenses 2,520 3,360 5,040 6,720 Other operation and maintenance 103,512 95,094 205,562 190,002 Depreciation and decommissioning 49,209 47,277 97,076 94,554 Taxes other than income taxes 9,664 23,643 34,010 48,547 Income taxes 17,573 10,119 16,752 5,297 Amortization of rate deferrals 16,840 15,761 32,737 30,264 -------- -------- -------- -------- Total 373,498 360,234 744,595 695,004 -------- -------- -------- -------- Operating Income 83,357 81,989 141,918 151,397 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 379 144 639 257 Miscellaneous - net 4,085 5,419 8,233 9,192 Income taxes (2,211) (3,143) (4,183) (7,894) -------- -------- -------- -------- Total 2,253 2,420 4,689 1,555 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 48,770 51,009 97,750 102,613 Other interest - net 4,057 2,430 5,237 4,589 Allowance for borrowed funds used during construction (301) (96) (507) (323) -------- -------- -------- -------- Total 52,526 53,343 102,480 106,879 -------- -------- -------- -------- Income before Extraordinary Items and the Cumulative Effect of Accounting Changes 33,084 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) - - - 10,660 -------- -------- -------- -------- Net Income 33,084 30,781 44,127 56,448 Preferred and Preference Stock Dividend Requirements and Other 7,529 10,306 14,936 20,197 -------- -------- -------- -------- Earnings Applicable to Common Stock $25,555 $20,475 $29,191 $36,251 ======== ======== ======== ======== See Notes to Financial Statements. GULF STATES UTILITIES COMPANY STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $44,127 $56,448 Noncash items included in net income: Extraordinary items - 285 Cumulative effect of a change in accounting principle - (10,660) Change in rate deferrals 32,737 30,263 Depreciation and decommissioning 97,076 94,554 Deferred income taxes and investment tax credits 19,454 13,657 Allowance for equity funds used during construction (639) (257) Changes in working capital: Receivables (29,924) (21,512) Fuel inventory (4,484) 4,334 Accounts payable 10,436 (19,219) Taxes accrued 8,655 18,352 Interest accrued (3,044) (1,861) Other working capital accounts (37,366) (5,273) Decommissioning trust contributions (1,478) (1,478) Purchased power settlement - (169,300) Other 3,127 4,031 -------- -------- Net cash flow provided by (used in) operating activities 138,677 (7,636) -------- -------- Investing Activities: Construction expenditures (68,109) (46,582) Allowance for equity funds used during construction 639 257 Nuclear fuel purchases (16,145) (2,118) Proceeds from sale/leaseback of nuclear fuel 16,145 2,118 Refund of escrow account and other property - 8,200 -------- -------- Net cash flow used in investing activities (67,470) (38,125) -------- -------- Financing Activities: Proceeds from the issuance of: Preference stock - 146,625 Other long-term debt - 70,979 Retirement of other long-term debt - (80,727) Redemption of preferred stock (2,250) (18,000) Dividends paid: Common stock (183,600) - Preferred and preference stock (14,831) (19,512) -------- -------- Net cash flow provided by (used in) financing activities (200,681) 99,365 -------- -------- Net increase (decrease) in cash and cash equivalents (129,474) 53,604 Cash and cash equivalents at beginning of period 261,349 197,741 -------- -------- Cash and cash equivalents at end of period $131,875 $251,345 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $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 ($244) - See Notes to Financial Statements. GULF 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 ========= ========= ======= LOUISIANA POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $4,669,176 $4,646,020 Electric plant under lease 226,395 225,083 Construction work in progress 160,962 133,536 Nuclear fuel under capital lease 60,549 61,375 Nuclear fuel 5,065 3,823 ---------- ---------- Total 5,122,147 5,069,837 Less - accumulated depreciation and amortization 1,542,290 1,496,107 ---------- ---------- Utility plant - net 3,579,857 3,573,730 ---------- ---------- Other Property and Investments: Nonutility property 20,060 20,060 Decommissioning trust fund 25,324 22,109 Investment in subsidiary company - at equity 14,230 14,230 Other 1,016 984 ---------- ---------- Total 60,630 57,383 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 5,715 - Temporary cash investments - at cost, which approximates market 28,036 33,489 ---------- ---------- Total cash and cash equivalents 33,751 33,489 Special deposits 8,780 19,077 Accounts receivable: Customer (less allowance for doubtful accounts of $1.1 million in 1994 and 1993) 78,098 66,575 Associated companies 3,786 2,952 Other 8,764 10,656 Accrued unbilled revenues 64,656 64,314 Deferred fuel costs 4,422 - Accumulated deferred income taxes - 6,031 Materials and supplies - at average cost 86,013 87,204 Rate deferrals 28,422 28,422 Prepayments and other 38,420 16,510 ---------- ---------- Total 355,112 335,230 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 40,485 54,031 SFAS 109 regulatory asset - net 352,846 349,703 Unamortized loss on reacquired debt 45,754 47,853 Other 47,131 46,068 ---------- ---------- Total 486,216 497,655 ---------- ---------- TOTAL $4,481,815 $4,463,998 ========== ========== See Notes to Financial Statements. LOUISIANA POWER & LIGHT COMPANY BALANCE SHEETS 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 115,311 89,849 ---------- ---------- Total common shareholder's equity 1,198,440 1,172,640 Preferred stock: Without sinking fund 160,500 160,500 With sinking fund 118,793 126,302 Long-term debt 1,457,902 1,457,626 ---------- ---------- Total 2,935,635 2,917,068 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 26,683 27,508 Other 33,211 27,672 ---------- ---------- Total 59,894 55,180 ---------- ---------- Current Liabilities: Currently maturing long-term debt 315 25,315 Notes payable: Associated companies 54,954 52,041 Other 19,200 - Accounts payable: Associated companies 35,082 33,523 Other 59,036 76,284 Customer deposits 53,705 52,234 Accumulated deferred income taxes 8,621 - Taxes accrued 24,070 15,110 Interest accrued 41,080 42,141 Dividends declared 5,647 5,938 Deferred revenue - gas supplier judgment proceeds - 14,632 Deferred fuel cost - 605 Obligations under capital leases 33,867 33,867 Other 8,012 9,741 ---------- ---------- Total 343,589 361,431 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 851,973 834,899 Accumulated deferred investment tax credits 185,413 188,843 Deferred interest - Waterford 3 lease obligation 25,688 25,372 Other 79,623 81,205 ---------- ---------- Total 1,142,697 1,130,319 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $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 June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $441,643 $399,570 $825,469 $757,426 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 85,518 49,991 143,626 112,587 Purchased power 101,841 104,571 205,337 190,232 Nuclear refueling outage expenses 4,885 4,631 9,476 9,198 Other operation and maintenance 86,143 82,668 159,775 158,551 Depreciation and decommissioning 37,451 35,521 74,843 70,909 Taxes other than income taxes 13,919 12,332 28,356 23,884 Income taxes 24,313 23,497 41,156 42,172 Amortization of rate deferrals 6,887 6,887 13,546 13,546 -------- -------- -------- -------- Total 360,957 320,098 676,115 621,079 -------- -------- -------- -------- Operating Income 80,686 79,472 149,354 136,347 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 978 721 2,089 1,324 Miscellaneous - net 130 444 441 650 Income taxes 50 (45) 40 2,240 -------- -------- -------- -------- Total 1,158 1,120 2,570 4,214 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 31,100 31,761 62,297 62,873 Other interest - net 3,040 2,382 5,628 5,908 Allowance for borrowed funds used during construction (649) (483) (1,450) (885) -------- -------- -------- -------- Total 33,491 33,660 66,475 67,896 -------- -------- -------- -------- Net Income 48,353 46,932 85,449 72,665 Preferred Stock Dividend Requirements and Other 5,701 6,291 11,820 12,747 -------- -------- -------- -------- Earnings Applicable to Common Stock $42,652 $40,641 $73,629 $59,918 ======== ======== ======== ======== See Notes to Financial Statements. LOUISIANA POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $85,449 $72,665 Noncash items included in net income: Change in rate deferrals 13,546 13,546 Depreciation and decommissioning 74,843 70,909 Deferred income taxes and investment tax credits 25,253 26,730 Allowance for equity funds used during construction (2,089) (1,324) Amortization of deferred revenues (14,632) (19,799) Changes in working capital: Receivables (10,807) (3,985) Accounts payable (15,689) (16,449) Taxes accrued 8,960 1,334 Interest accrued (1,061) (247) Other working capital accounts (15,707) (14,808) Refunds to customers - gas contract settlement - (56,027) Decommissioning trust contributions (2,408) (2,000) Other 1,464 8,231 -------- -------- Net cash flow provided by operating activities 147,122 78,776 -------- -------- Investing Activities: Construction expenditures (78,552) (67,953) Allowance for equity funds used during construction 2,089 1,324 -------- -------- Net cash flow used in investing activities (76,463) (66,629) -------- -------- Financing Activities: Proceeds from the issuance of: First mortgage bonds - 100,000 Other long-term debt - 33,000 Changes in short-term borrowings 22,113 32,706 Retirement of: First mortgage bonds (25,000) (100,919) Other long-term debt (63) (21,799) Redemption of preferred stock (7,509) (12,500) Dividends paid: Common stock (48,300) (33,400) Preferred stock (11,638) (13,089) -------- -------- Net cash flow used in financing activities (70,397) (16,001) -------- -------- Net increase (decrease) in cash and cash equivalents 262 (3,854) Cash and cash equivalents at beginning of period 33,489 22,782 -------- -------- Cash and cash equivalents at end of period $33,751 $18,928 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $64,396 $64,971 Income taxes $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 $220 - See Notes to Financial Statements. LOUISIANA 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 ========= ========= ======= MISSISSIPPI POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $1,432,998 $1,389,229 Construction work in progress 73,241 62,699 ---------- ---------- Total 1,506,239 1,451,928 Less - accumulated depreciation and amortization 568,726 577,728 ---------- ---------- Utility plant - net 937,513 874,200 ---------- ---------- Other Property and Investments: Investment in subsidiary company - at equity 5,531 5,531 Other 4,756 4,760 ---------- ---------- Total 10,287 10,291 ---------- ---------- Current Assets: Cash 355 7,999 Notes receivable 6,673 7,118 Accounts receivable: Customer (less allowance for doubtful accounts of $2.5 million in 1994 and 1993) 37,412 33,155 Associated companies 12,016 7,342 Other 3,891 3,672 Accrued unbilled revenues 60,997 57,414 Fuel inventory - at average cost 4,542 8,652 Materials and supplies - at average cost 21,664 20,886 Rate deferrals 106,032 96,935 Prepayments and other 14,806 13,763 ---------- ---------- Total 268,388 256,936 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 451,204 504,428 Notes receivable 6,767 9,951 Other 29,741 20,931 ---------- ---------- Total 487,712 535,310 ---------- ---------- TOTAL $1,703,900 $1,676,737 ========== ========== See Notes to Financial Statements. MISSISSIPPI POWER & LIGHT COMPANY BALANCE SHEETS 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 251,472 236,337 ---------- ---------- Total common shareholder's equity 449,036 433,799 Preferred stock: Without sinking fund 57,881 57,881 With sinking fund 38,770 46,770 Long-term debt 494,451 516,156 ---------- ---------- Total 1,040,138 1,054,606 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 622 686 Other 10,720 6,231 ---------- ---------- Total 11,342 6,917 ---------- ---------- Current Liabilities: Currently maturing long-term debt 40,015 48,250 Notes payable: Associated companies 30,922 11,568 Other 30,000 - Accounts payable: Associated companies 34,714 29,181 Other 19,991 12,157 Customer deposits 21,898 21,474 Taxes accrued 24,013 24,252 Accumulated deferred income taxes 45,237 41,758 Interest accrued 18,954 23,171 Dividends declared 1,797 1,985 Obligations under capital leases 140 156 Other 14,097 17,147 ---------- ---------- Total 281,778 231,099 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 301,620 311,616 Accumulated deferred investment tax credits 36,276 37,193 SFAS 109 regulatory liability - net 22,988 23,626 Other 9,758 11,680 ---------- ---------- Total 370,642 384,115 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $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 June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $229,790 $229,506 $417,207 $408,973 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 41,818 31,416 64,613 41,349 Purchased power 58,558 71,294 122,880 146,683 Other operation and maintenance 40,643 38,596 77,216 72,000 Depreciation and amortization 9,051 7,980 17,757 15,998 Taxes other than income taxes 10,460 9,823 20,736 19,834 Income taxes 10,628 14,337 11,853 15,327 Amortization of rate deferrals 24,804 17,589 49,609 35,177 -------- -------- -------- -------- Total 195,962 191,035 364,664 346,368 -------- -------- -------- -------- Operating Income 33,828 38,471 52,543 62,605 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 445 226 1,021 395 Miscellaneous - net 158 53 252 555 Income taxes (61) (20) (97) (207) -------- -------- -------- -------- Total 542 259 1,176 743 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 11,159 12,799 23,196 26,721 Other interest - net 1,844 753 3,274 1,494 Allowance for borrowed funds used during construction (286) (161) (653) (282) -------- -------- -------- -------- Total 12,717 13,391 25,817 27,933 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 21,653 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 21,653 25,339 27,902 68,121 Preferred Stock Dividend Requirements and Other 1,955 2,374 4,030 4,769 -------- -------- -------- -------- Earnings Applicable to Common Stock $19,698 $22,965 $23,872 $63,352 ======== ======== ======== ======== See Notes to Financial Statements. MISSISSIPPI POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $27,902 $68,121 Noncash items included in net income: Cumulative effect of a change in accounting principle - (32,706) Change in rate deferrals 44,127 19,215 Depreciation and amortization 17,757 15,998 Deferred income taxes and investment tax credits (7,288) (4,878) Allowance for equity funds used during construction (1,021) (395) Changes in working capital: Receivables (12,733) (14,370) Fuel inventory 4,110 783 Accounts payable 13,367 10,608 Taxes accrued (239) (3,217) Interest accrued (4,217) 194 Other working capital accounts (4,002) (11,562) Other (4,311) 4,533 -------- -------- Net cash flow provided by operating activities 73,452 52,324 -------- -------- Investing Activities: Construction expenditures (80,224) (23,693) Allowance for equity funds used during construction 1,021 395 -------- -------- Net cash flow used in investing activities (79,203) (23,298) -------- -------- Financing Activities: Proceeds from the issuance of: 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 (8,800) (27,900) Preferred stock (4,054) (4,906) Changes in short-term borrowings 49,354 - -------- -------- Net cash flow used in financing activities (1,893) (44,111) -------- -------- Net decrease in cash and cash equivalents (7,644) (15,085) Cash and cash equivalents at beginning of period 7,999 34,008 -------- -------- Cash and cash equivalents at end of period $355 $18,923 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $29,113 $27,356 Income taxes $8,577 $9,912 See Notes to Financial Statements. 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 June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $478,120 $476,976 Natural gas 114,853 113,666 Construction work in progress 22,750 15,205 -------- -------- Total 615,723 605,847 Less - accumulated depreciation and amortization 338,172 330,268 -------- -------- Utility plant - net 277,551 275,579 -------- -------- Other Investments: Investment in subsidiary company - at equity 3,259 3,259 -------- -------- Current Assets: Cash and cash equivalents: Cash 8,224 1,176 Temporary cash investments - at cost, which approximates market: Associated companies 17,522 10,034 Other 29,996 32,107 -------- -------- Total cash and cash equivalents 55,742 43,317 Accounts receivable: Customer (less allowance for doubtful accounts of $0.8 million in 1994 and 1993) 30,965 35,801 Associated companies 1,104 1,378 Other 872 876 Accrued unbilled revenues 21,915 19,643 Deferred electric fuel and resale gas costs 3,862 6,323 Accumulated deferred income taxes 492 - Materials and supplies - at average cost 9,941 11,885 Rate deferrals 27,678 24,587 Prepayments and other 8,991 2,994 -------- -------- Total 161,562 146,804 -------- -------- Deferred Debits and Other Assets: Rate deferrals 190,720 204,190 SFAS 109 regulatory asset - net 9,699 9,004 Other 9,638 8,769 -------- -------- Total 210,057 221,963 -------- -------- TOTAL $652,429 $647,605 ======== ======== See Notes to Financial Statements. NEW ORLEANS PUBLIC SERVICE INC. BALANCE SHEETS 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 113,948 100,556 -------- -------- Total common shareholder's equity 183,893 170,456 Preferred stock: Without sinking fund 19,780 19,780 With sinking fund 3,450 4,950 Long-term debt 164,136 188,312 -------- -------- Total 371,259 383,498 -------- -------- Other Noncurrent Liabilities: Accumulated provision for losses 18,022 18,022 Other 6,716 3,351 -------- -------- Total 24,738 21,373 -------- -------- Current Liabilities: Currently maturing long-term debt 24,200 15,000 Accounts payable: Associated companies 17,998 23,080 Other 23,292 22,011 Customer deposits 16,987 16,617 Accumulated deferred income taxes - 4,968 Taxes accrued 12,334 5,161 Interest accrued 4,793 5,472 Dividends declared 374 432 Other 16,337 6,935 -------- -------- Total 116,315 99,676 -------- -------- Deferred Credits: Accumulated deferred income taxes 100,707 105,096 Accumulated deferred investment tax credits 11,220 11,592 Other 28,190 26,370 -------- -------- Total 140,117 143,058 -------- -------- Commitments and Contingencies (Notes 1 and 2) TOTAL $652,429 $647,605 ======== ======== See Notes to Financial Statements. NEW ORLEANS PUBLIC SERVICE INC. STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues: Electric $107,617 $101,565 $186,472 $180,984 Natural gas 16,785 18,617 55,018 47,764 -------- -------- -------- -------- Total 124,402 120,182 241,490 228,748 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses and gas purchased for resale 26,044 20,676 59,959 46,809 Purchased power 35,209 39,450 72,941 76,463 Other operation and maintenance 20,289 20,596 39,960 42,567 Depreciation and amortization 4,743 4,303 9,453 8,594 Taxes other than income taxes 6,877 6,738 13,931 13,008 Income taxes 7,555 7,025 8,174 8,127 Rate deferrals: Rate deferrals - (313) - (1,626) Amortization of rate deferrals 5,805 3,918 12,733 8,189 -------- -------- -------- -------- Total 106,522 102,393 217,151 202,131 -------- -------- -------- -------- Operating Income 17,880 17,789 24,339 26,617 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 124 34 237 34 Miscellaneous - net 474 760 984 1,138 Income taxes (184) (176) (709) 16 -------- -------- -------- -------- Total 414 618 512 1,188 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 4,095 5,358 8,464 10,402 Other interest - net 479 366 938 740 Allowance for borrowed funds used during construction (92) (31) (176) (33) -------- -------- -------- -------- Total 4,482 5,693 9,226 11,109 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 13,812 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 13,812 12,714 15,625 27,644 Preferred Stock Dividend Requirements 375 432 833 903 and Other -------- -------- -------- -------- Earnings Applicable to Common Stock $13,437 $12,282 $14,792 $26,741 ======== ======== ======== ======== See Notes to Financial Statements. NEW ORLEANS PUBLIC SERVICE INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $15,625 $27,644 Noncash items included in net income: Cumulative effect of a change in accounting principle - (10,948) Change in rate deferrals 10,379 5,461 Depreciation and amortization 9,453 8,594 Deferred income taxes and investment tax credits (10,899) (1,157) Allowance for equity funds used during construction (237) (34) Net pension expense - 2,204 Changes in working capital: Receivables 2,842 884 Accounts payable (3,801) (8,944) Taxes accrued 7,173 (706) Interest accrued (679) (522) Other working capital accounts 8,180 (8,611) Other 3,752 628 -------- -------- Net cash flow provided by operating activities 41,788 14,493 -------- -------- Investing Activities: Construction expenditures (10,855) (8,644) Allowance for equity funds used during construction 237 34 -------- -------- Net cash flow used in investing activities (10,618) (8,610) -------- -------- Financing Activities: Proceeds from the issuance of general and refunding bonds - 70,000 Retirement of general and refunding bonds (15,000) (44,400) Redemption of preferred stock (1,500) (1,500) Dividends paid: Common stock (1,400) (6,100) Preferred stock (845) (961) -------- -------- Net cash flow provided by (used in) financing activities (18,745) 17,039 -------- -------- Net increase in cash and cash equivalents 12,425 22,922 Cash and cash equivalents at beginning of period 43,317 46,070 -------- -------- Cash and cash equivalents at end of period $55,742 $68,992 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $9,663 $11,407 Income taxes $12,671 $8,236 See Notes to Financial Statements. 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 June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $3,027,236 $3,027,537 Electric plant under lease 438,136 437,941 Construction work in progress 43,941 41,442 Nuclear fuel under capital lease 63,899 79,625 ---------- ---------- Total 3,573,212 3,586,545 Less - accumulated depreciation 718,198 669,666 ---------- ---------- Utility plant - net 2,855,014 2,916,879 ---------- ---------- Other Investments: Decommissioning trust fund 28,734 24,787 ---------- ---------- Current Assets: Cash and cash equivalents: Cash - 2,424 Temporary cash investments - at cost, which approximates market: Associated companies 65,563 46,601 Other 112,244 147,107 ---------- ---------- Total cash and cash equivalents 177,807 196,132 Accounts receivable: Associated companies 70,458 57,216 Other 3,908 2,057 Materials and supplies - at average cost 71,982 69,765 Recoverable income taxes 60,000 63,400 Prepayments and other 6,228 4,835 ---------- ---------- Total 390,383 393,405 ---------- ---------- Deferred Debits and Other Assets: Recoverable income taxes 5,741 29,289 SFAS 109 regulatory asset - net 385,844 384,317 Unamortized loss on reacquired debt 56,718 17,258 Other 130,589 125,131 ---------- ---------- Total 578,892 555,995 ---------- ---------- TOTAL $3,853,023 $3,891,066 ========== ========== See Notes to Financial Statements. SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS 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 196,036 228,574 ---------- ---------- Total common shareholder's equity 985,393 1,017,931 Long-term debt 1,542,648 1,511,914 ---------- ---------- Total 2,528,041 2,529,845 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 8,898 24,679 Other 18,375 18,229 ---------- ---------- Total 27,273 42,908 ---------- ---------- Current Liabilities: Currently maturing long-term debt 200,000 230,000 Accounts payable: Associated companies 9,587 1,928 Other 23,781 18,223 Taxes accrued 10,032 20,952 Interest accrued 42,352 48,929 Obligations under capital leases 55,000 55,000 Other 1,136 2,805 ---------- ---------- Total 341,888 377,837 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 782,702 775,630 Accumulated deferred investment tax credits 112,111 113,849 Other 61,008 50,997 ---------- ---------- Total 955,821 940,476 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $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 June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $151,219 $153,527 $299,066 $318,157 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 12,234 15,229 24,221 30,342 Other operation and maintenance 25,951 26,258 47,491 47,355 Depreciation and decommissioning 22,998 22,742 45,967 45,418 Taxes other than income taxes 6,645 6,661 13,518 12,880 Income taxes 17,612 17,098 37,748 40,292 -------- -------- -------- -------- Total 85,440 87,988 168,945 176,287 -------- -------- -------- -------- Operating Income 65,779 65,539 130,121 141,870 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 312 160 634 261 Miscellaneous - net 1,517 1,678 2,616 3,046 Income taxes 681 953 (1,039) 2,290 -------- -------- -------- -------- Total 2,510 2,791 2,211 5,597 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 40,697 46,034 81,874 92,396 Other interest - net 2,760 1,121 4,457 2,206 Allowance for borrowed funds used during construction (380) (93) (760) (185) -------- -------- -------- -------- Total 43,077 47,062 85,571 94,417 -------- -------- -------- -------- Net Income $25,212 $21,268 $46,761 $53,050 ======== ======== ======== ======== See Notes to Financial Statements. SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $46,761 $53,050 Noncash items included in net income: Depreciation and decommissioning 45,967 45,418 Deferred income taxes and investment tax credits 8,689 8,763 Allowance for equity funds used during construction (634) (261) Amortization of debt discount 3,424 2,229 Changes in working capital: Receivables (15,093) 6,063 Accounts payable 13,217 (6,609) Taxes accrued (10,920) 3,480 Interest accrued (6,577) (265) Other working capital accounts (5,279) (3,513) Recoverable income taxes 26,948 26,204 Decommissioning trust contributions (2,503) (2,445) Other 8,867 13,788 -------- -------- Net cash flow provided by operating activities 112,867 145,902 -------- -------- Investing Activities: Construction expenditures (4,280) (5,311) Allowance for equity funds used during construction 634 261 Nuclear fuel purchases (54) - -------- -------- Net cash flow used in investing activities (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 dividends paid (79,300) (63,800) -------- -------- Net cash flow used in financing activities (127,492) (63,800) -------- -------- Net increase (decrease) in cash and cash equivalents (18,325) 77,052 Cash and cash equivalents at beginning of period 196,132 181,795 -------- -------- Cash and cash equivalents at end of period $177,807 $258,847 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest - net of amount capitalized $88,723 $92,638 Income taxes (refund) $4,730 ($6,741) Noncash investing and financing activities: Excess of fair value of decommissioning trust $291 - assets over amount invested 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 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 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 that 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. 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 during 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 were incurred during the fifth refueling outage 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 refueling outages, and the weekly funding limitation by Cajun was $37 million as of June 30, 1994, compared with $33.3 million 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, which GSU has appealed. GSU interprets the FERC order and the United States Court of Appeals' decision to mean that Cajun would owe GSU approximately $90 million as of June 30, 1994. GSU further estimates that if it prevails in its May 1992 motion for rehearing, Cajun would owe GSU approximately $125 million as of 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 $81 million as of 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 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 $151 million as of 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 Requirements 1994 1995 1996 1994-1996 Entergy $629 $560 $550 $1,415 AP&L $181 $172 $175 $112 GSU $140 $128 $119 $215 LP&L $134 $143 $142 $165 MP&L $130 $63 $63 $228 NOPSI $25 $26 $26 $ 81 System 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 4 and 5 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, Waterford 3, and Grand Gulf 1 have been recently revised to be approximately $806.3 million, $320.1 million, and $365.9 million, respectively. In March 1994, AP&L filed with the APSC an 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 an annual decommissioning cost rate rider to 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 that was completed on April 23, 1994. Inspections during the outage revealed additional 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 resulting 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 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 June 30, 1994, GSU has expensed $7.1 million cumulatively on the cleanup, resulting in a remaining liability of $18.1 million as of 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 5 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 June 30, 1994, LP&L's total equity capital (including preferred stock) was 49.32% of adjusted capitalization, and its fixed charge coverage ratio was 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 June 30, 1994, System Energy's equity and common equity, in each case, approximated 34% of its adjusted capitalization, and its fixed charge coverage ratio was 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 - Proposed Settlement," for information on a proposed settlement, which, if ultimately sustained and implemented, would 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 a write-off or the first refund, if such 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 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 prudence 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. 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 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 held that the PUCT's failure 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 held 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. In May 1994, the Appellate Court withdrew 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 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. In its substituted 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 PUCT 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 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 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 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. As of June 30, 1994, the River Bend plant costs disallowed for retail ratemaking purposes in Texas, the River Bend plant costs held in abeyance, and the related cost deferrals totaled (net of taxes) approximately $14 million, $295 million (both net of depreciation), and $170 million, respectively. Allowed Deferrals were approximately $92 million, net of taxes and amortization, as of June 30, 1994. GSU estimates it has collected approximately $148 million of revenues as of June 30, 1994, as a result of the originally ordered rate treatment by the PUCT of these deferred costs. If recovery of the Allowed 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 revenue received based upon such deferred costs previously recorded will be 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 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. 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 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. FERC Audit - Proposed Settlement Entergy Corporation and System Energy In December 1990, FERC Division of Audits issued an audit report for System Energy for the years 1986 through 1988. The report recommended 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. 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 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 those portions attributable to AP&L's and LP&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. 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. 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. System Energy has obtained the consent of the banks to waive these covenants, for the 12-month period beginning with the 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. 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. Pursuant to the settlement, GSU reduced rates with a $20 million one-time bill credit in December 1993, and refunded 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 were settled earlier on the same terms. Filings with the PUCT and Texas Cities Entergy Corporation and GSU 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. 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. 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. Discovery is currently underway and hearings are scheduled to begin in December 1994. In August 1994, LP&L will file a cost of service analysis with the LPSC, which LP&L believes will support its current rate 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 $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. Estimated construction expenditures (see Note 1) reflect the above amounts. 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. 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%. 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. The per kilowatt hour credit will be 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 the anticipated revenue reduction, which reduced net income by $8.8 million (net of 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 in accordance with the 1991 settlement agreement and a 1992 gas rate settlement which may propose a base rate reduction to be in effect after the expiration of the rate freeze should reflect, as an offset, any rate reduction credit then in effect as a result 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 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. 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. 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, 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 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, 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 six months of 1994, 2,805,000 shares of common stock were repurchased and were accounted for as treasury stock using the average cost method, at a cost of $88.8 million. AP&L 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 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 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 July 1, 1994, MP&L redeemed, pursuant to sinking fund requirements, 70,000 shares of its 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 5. LONG-TERM DEBT AP&L AP&L has 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- 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 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 Bonds and $7.9 million principal amount of 7.5% Washington County Pollution Control Revenue Bonds on May 13, 1994. On July 14, 1994, MP&L issued $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 6. RETAINED EARNINGS On July 29, 1994, Entergy Corporation's Board of Directors declared a common stock dividend of 45 cents per share payable on September 1, 1994. NOTE 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 $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. __________________________________________ 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 six 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 six months ended June 30, 1994 and 1993, was as follows (in millions): Six Months Six Months Ended Ended Company 6/30/94 6/30/93 Entergy * $ 508.2 $ 293.3 AP&L $ 79.7 $ 68.3 GSU $ 138.7 $ (7.6) LP&L $ 147.1 $ 78.8 MP&L $ 73.5 $ 52.3 NOPSI $ 41.8 $ 14.5 System Energy $ 112.9 $ 145.9 * Entergy's net cash flow from operations for the six months ended June 30, 1993, excludes GSU because the Merger was not yet consummated. In the first six 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 substantially 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- 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, to the extent current market interest and dividend rates allow, 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 $207.1 million in the first six 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 six months of 1994, these common stock dividend payments totaled $360.8 million. Certain restrictions may limit the amount of these distributions (see page 94 of the Form 10-K and Note 2). Entergy Corporation has a program to repurchase shares of its outstanding common stock. The occurrence and amount of such repurchases depend upon market conditions and authorization from Entergy Corporation's Board of Directors. See Note 4 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 nonregulated and nonutility 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 June 30, 1994, and an assumed annual interest or dividend rate of 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 $ 218 $ 690 GSU $ 424 $ - LP&L $ 69 $ 714 MP&L $ 238 $ 209 NOPSI $ 87 $ 190 System Energy $ 291 * * 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 4 and 5, and pages 90-94, 129- 131, 170-172, 204-206, 239-241, 271-272, and 301 of the Form 10- K. See Note 3 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. 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 overcollections from AP&L, LP&L, MP&L, and NOPSI. In June 1994, System Energy, AP&L, LP&L, MP&L, and NOPSI reached a tentative 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 those portions attributable to AP&L's and LP&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 return on certain 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. 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 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 six months of 1994 due primarily to the one-time recording of the cumulative effect of the change in accounting principle for unbilled revenues for AP&L, MP&L, GSU, and NOPSI. Excluding the effect of the change in accounting principle, net income increased in the first six months of 1994 by approximately $1.3 million. This increase was primarily due to a decrease in interest on long- term debt and preferred dividend requirements 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 six 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 $85.4 million in the second quarter and $147.5 million in the first six 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 1993. Additionally, revenues were higher due to increased collections of Grand Gulf 1- related costs and increased fuel adjustment revenues, which do not impact net income. The increase in fuel adjustment revenues was due to increased gas-fired generation resulting from scheduled nuclear refueling outages at Waterford 3, ANO 2, and River Bend during the first six months of 1994. Partially offsetting the above increases were rate reductions at GSU, MP&L, and NOPSI. Gas operating revenues increased $10.6 million in the first six months of 1994 due primarily to increased retail sales resulting from colder than normal winter weather, partially offset by lower gas sales in the second quarter of 1994 due to a warmer than normal spring. Expenses Fuel for electric generation and fuel-related expenses increased $48.8 million in the second quarter and $68.2 million in the first six 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 purchases 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 $5.3 million in the first six months of 1994 due primarily to a reduction in AP&L's nuclear refueling outage accrual stemming from improved outage durations and practices. The amortization of rate deferrals increased $13.4 million in the second quarter and $29.9 million in the first six 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 Miscellaneous income - net decreased $14.0 million in the second quarter and $21.3 million in the first six months of 1994 due primarily to amortization of 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 six 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 increased $17.7 million. This increase is due primarily to increased operating revenues. Significant factors affecting the results of operations and causing variances between the second quarters and first six 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 six 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, and increased 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 impact net income. Expenses Fuel and fuel-related expenses increased in the second quarter and first six months of 1994 primarily due to higher energy sales. Purchased power increased in the second quarter and first six 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 late 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. Total 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 refund of franchise taxes, in addition to increased operating revenues, offset in part by increased operating expenses and income taxes. Net income decreased for the first six 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 $1.9 million due to increased operating expenses and income taxes, offset in part by a refund of franchise taxes, in addition to increased operating revenues. Significant factors affecting the results of operations and causing variances between the second quarters and first six months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenue 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 for the second quarter and first six months of 1994 due primarily to increased 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 sales to industrial customers decreased due to the effects of the rate reduction in Texas, offset in part by increased sales. 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 second 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 and 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 charges associated with early retirement and severance plans, as mentioned above, in addition to costs associated with 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 six months of 1994 due primarily to increased operating revenues partially offset by increased operation and maintenance expenses. Significant factors affecting the results of operations and causing variances between the second quarters and first six 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 were higher in the second quarter and first six months of 1994 primarily due to increased fuel adjustment revenues, which do not affect income, and increased energy sales to retail customers, partially offset by a decrease in accrued unbilled revenues. The increase in retail energy sales is primarily due to a colder winter and warmer spring than 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 fuel-related expenses increased in the second quarter and first six months of 1994 primarily due to higher energy sales and increased gas-fired generation resulting from a scheduled nuclear refueling outage at Waterford 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 six 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 by $7.5 million. This decrease is primarily due to increased operation and maintenance expenses. Significant factors affecting the results of operations and causing variances between the second quarters and first six 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 six months of 1994 due to increased retail energy sales resulting from colder winter weather and warmer 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 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 six 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 six 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 six 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 six 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 increased slightly in the second quarter of 1994 due primarily to increased operating revenues. Net income decreased for the first six months of 1994 due primarily to the one-time recording of the cumulative effect of the change in accounting principle for unbilled revenues in 1993. Excluding the effect of the change in accounting principle, net income decreased for 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. Significant factors affecting the results of operations and causing variances between the second quarters and first six 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. Electric operating revenues increased in the second quarter and first six months of 1994 due primarily to an increase in retail energy sales. The increase in electric operating revenues in the first 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 Sales" above. The increase in the amortization of rate deferrals in the second quarter and the first six 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 six 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, 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 six 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 six 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 fuel 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 six 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 gained 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 D.C. Circuit. See Part II, Item 1. "Legal Proceedings," for information on a ruling by the 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 several competitors. FERC accepted the contract; however, one of AP&L's competitors has requested a rehearing and has filed complaints against AP&L and North Little Rock challenging the contract. In connection with the 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 during the first post-Merger earnings analysis for reasonableness of its return on equity. In May 1994 and June 1994, GSU made the required first post-Merger earning analysis filings with the LPSC and PUCT, 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. 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 six months of 1994, KWH sales to GSU's industrial customers at less than full cost of service, which make up approximately 27% of the total industrial class, increased 12%. Sales to the remaining industrial customers 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. 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. Discovery is currently underway and hearings are scheduled to begin in December 1994. In August 1994, LP&L will file a cost of service analysis with the LPSC , which 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 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. In December 1992, AP&L, LP&L, MP&L, and NOPSI each filed a Least Cost Plan with their respective retail regulators, and GSU is currently working with the PUCT regarding integrated resource planning. However, 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 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 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 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," for 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 a proposed settlement between System Energy and FERC in connection with a decision issued by 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 six months of 1994, Entergy Corporation's nonregulated investments reduced consolidated net income by approximately $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. 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; 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 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 six months ended June 30, 1994, GSU recorded revenues resulting from the sale of electricity from the deregulated asset plan of approximately $18.0 million. Operation and maintenance expenses, including fuel, were approximately $18.4 million, and depreciation expense associated with the deregulated asset plan investment was approximately $8.2 million for the six months ended June 30, 1994. For the first six months of 1994, GSU recorded nonfuel revenue of $16.2 million (included in the $18.0 million of total deregulated asset plan revenue discussed above) which, absent the deregulated asset plan, would not have been realized. The operation 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. However, 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 approve 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 allowed until August 15, 1994, to reply to those responses. b) On June 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 stayed the hearings and is expected to rule on motions to withdraw on August 19, 1994. c) On June 30, 1994, MP&L filed a motion with the MPSC to lift a currently effective stay order and dismiss without prejudice the proposed Least Cost Plan. On July 28, 1994, the MPSC issued an order that lifted the stay and dismissed, without prejudice, the Least Cost Plan filing. Notwithstanding the changes noted above, LP&L and NOPSI intend to implement within the city of New Orleans 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 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 Council on June 30, 1994. Customer-Controlled Load Management (CCLM) As discussed on page 67 of the First Quarter Form 10-Q, LP&L and NOPSI filed their CCLM filing with the Council on June 3, 1994. System Agreement Entergy Corporation, AP&L, LP&L, MP&L, and NOPSI As discussed on pages 67-68 of the First Quarter Form 10-Q, in the December 15, 1993, order approving the Merger, FERC 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 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 violated the System Agreement by including extended reserve shutdown (ERS) units in the MSS-1 calculations. 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. The FERC staff submitted testimony concluding that Entergy's treatment was reasonable, and recommended that no refunds be ordered prospectively from March 8, 1994. Entergy, the 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 hearing to begin on October 24, 1994. According to the schedule, initial and reply briefs to the presiding ALJ will be submitted in November and December 1994. Entergy's position is that its MSS-1 charges have been, and will continue to be, in compliance with the System Agreement. Even if FERC finds that there was a technical violation of the System Agreement, it is Entergy's position that no refunds are warranted 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 warranted. To date, no other intervenor has expressed a position on these issues. If FERC orders refunds for one or more operating companies on the grounds that their MSS-1 payments were too high, it is Entergy's position that revenues for such refunds should be obtained through corresponding revised bills to the operating companies whose MSS-1 payments were too low. The APSC and the City 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 data response showing the impacts on Service Schedule MSS-1 billings if the ERS units were not included in the MSS-1 calculations during the period 1987 through 1993. LP&L and MP&L would have been overbilled by $7.7 million and $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. These suits were settled and a final court order approving the settlement 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 and GSU filed a cost-of-service study in June 1994. The settlement agreement also provided that if an action to reduce GSU's rates was 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 abeyed 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 and page 69 of the Form 10-Q, 14 parties requested rehearing of certain aspects of FERC's December 1993 order approving the Merger. On May 17, 1994, FERC issued 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 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 12-month period beginning with the 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 NOPSI As discussed on page 17 of the Form 10-K, various parties filed petitions with the United States Court of Appeals for the District of Columbia Circuit related to FERC's 1992 orders regarding open access transmission and the sale of wholesale power at market-based rates. On July 12, 1994, the D.C. Circuit issued an opinion finding that FERC'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 tariffs, including a provision allowing Entergy to seek recovery in transmission rates of "stranded investment" costs resulting from the provision of transmission service. The case was remanded to FERC for further proceedings. To date, Entergy has not sought recovery of 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 and page 71 of the First Quarter Form 10-Q, there are asbestos-related law suits pending in the 14th Judicial District Court of Calcasieu Parish in Lake Charles, Louisiana, and in various state district courts in Jefferson County Texas. Settlement of the two largest of the Jefferson County suits (involving about 1660 groups of claimants) and all of the suits in Calcasieu Parish are being consummated in the second and third quarters of 1994. GSU was named as one of a number of defendants in nearly all of the suits. GSU's share of the settlements was not material 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 discovery 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 earn a 12.76% return on common equity. Incentive Rate Plan Entergy and MP&L As discussed on pages 25-26, 83-84, and 235-236 of the Form 10-K, the MPSC approved an incentive rate plan for 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. On June 23, 1994, the federal 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 intention of the federal district court to facilitate, prior to the scheduled trial date, appellate review of any significant decisions. The matter is pending. St. Charles Parish Suits LP&L As discussed on page 43 of the Form 10-K, LP&L and the tax authorities of St. Charles Parish, Louisiana, have been involved in litigation as to use taxes on nuclear fuel paid by LP&L under 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 regard to recovery of such 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%. 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, which reduction, because of the rate freeze, would be accomplished by means of a credit (to be expressed on a per kwh basis) to customers' bills. The per kilowatt hour credit will be 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 the anticipated revenue reduction which reduced net income by $8.8 million (net of tax). The reserve will be offset against the actual credits prospectively applied to customers bills in accordance with the terms of the July 7, 1994 agreement. Settlement of IRS 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 the 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 to pay $4.35 million in connection with the abandonment loss issue. Item 5. Other Information Low-Level Radioactive Waste AP&L, GSU, LP&L, and System Energy As discussed on page 29 of the Form 10-K, the Barnwell Disposal Facility (Barnwell) had been open to out-of-region generators (including generators in Arkansas 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 Grand Gulf 1, Waterford 3, and River Bend are in the range of $1.0 million to $2.0 million for 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 second quarter of 1994, as reported by The Wall Street Journal as composite transactions, were $32 1/8 and $24 5/8, respectively, per share. For the twelve months ended June 30, 1994, Entergy Corporation paid common stock dividends in an aggregate amount of $1.75 per share. As of June 30, 1994, the consolidated book value of a share of Entergy Corporation's common stock was $28.26 and the last reported sale price of Entergy Corporation's common stock on June 30, 1994, was $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, 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) 2.80 GSU 1.16 .80(i) 1.56 1.72 1.54 1.59 LP&L 1.79 2.32 2.40 2.79 3.06 3.15 MP&L 1.04(e) 2.42 2.36 2.37 3.79(h) 2.71 NOPSI 1.89 2.73 5.66(g) 2.66 4.68(h) 4.07 System Energy -(f) 2.10 1.74 2.04 1.87 1.84 Twelve Months Ended December 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) 2.32 GSU (d) .66(i) .59(i) 1.19 1.37 1.21 1.26 LP&L 1.39 1.87 1.95 2.18 2.39 2.52 MP&L 1.00(e) 1.93 1.94 1.97 3.08(h) 2.20 NOPSI 1.62 2.36 4.97(g) 2.36 4.12(h) 3.56 (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 $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) - Fifty-second Supplemental Indenture, dated as of June 15, 1994, to AP&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(j) to Rule 24 Certificate dated July 22, 1994 in File No. 70-7914). ** 4(c) - Forty-ninth Supplemental Indenture, dated as of July 1, 1994, to LP&L's Mortgage and Deed of Trust (filed as Exhibit A-3(e) to Rule 24 Certificate dated August 1, 1994 in File No. 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 Preferred 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(i) - Opinion of Clark, Thomas & Winters, a professional corporation, dated September 30, 1992 regarding the 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 regarding recovery of costs deferred pursuant to 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 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 June 30, 1994. ** Incorporated herein by reference as indicated. (b) Reports on Form 8-K Entergy A current report on Form 8-K, dated May 25, 1994, was filed with the SEC on June 1, 1994, reporting information under Item 5. "Other Materially Important Events". GSU A current report on Form 8-K, dated May 25, 1994, was filed with the SEC on June 1, 1994, reporting information under Item 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: August 8, 1994