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 September 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) 368-5000 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 October 31, 1994 Entergy Corporation ($0.01 par value) 227,378,729 ENTERGY CORPORATION AND SUBSIDIARIES INDEX TO QUARTERLY REPORT ON FORM 10-Q September 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 58 Part II: Item 1. Legal Proceedings 74 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 Forms 10-Q for the quarters ended March 31, 1994 and June 30, 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, which 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" Second Quarter Form 10-Q The combined Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, of Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy 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 September 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $21,323,257 $20,848,844 Plant acquisition adjustment - GSU 424,540 380,117 Electric plant under leases 665,579 663,024 Property under capital leases - electric 167,304 175,276 Natural gas 161,811 156,452 Steam products 75,922 75,689 Construction work in progress 442,780 533,112 Nuclear fuel under capital leases 289,775 329,433 Nuclear fuel 44,101 17,760 ----------- ----------- Total 23,595,069 23,179,707 Less - accumulated depreciation and amortization 7,563,520 7,157,981 ----------- ----------- Utility plant - net 16,031,549 16,021,726 ----------- ----------- Other Property and Investments: Decommissioning trust funds 208,362 172,960 Other 192,915 183,597 ----------- ----------- Total 401,277 356,557 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 118,682 27,345 Temporary cash investments - at cost, which approximates market 565,346 536,404 ----------- ----------- Total cash and cash equivalents 684,028 563,749 Special deposits 9,854 36,612 Notes receivable 15,795 17,710 Accounts receivable: Customer (less allowance for doubtful accounts of $6.7 million in 1994 and $8.8 million in 1993) 400,106 315,796 Other 68,513 81,931 Accrued unbilled revenues 285,842 257,321 Fuel inventory 86,294 110,204 Materials and supplies - at average cost 360,663 360,353 Rate deferrals 363,747 333,311 Prepayments and other 96,655 98,144 ----------- ----------- Total 2,371,497 2,175,131 ----------- ----------- Deferred Debits and Other Assets: Rate deferrals 1,545,303 1,876,051 SFAS 109 regulatory asset - net 1,390,075 1,385,824 Long-term receivables 244,790 228,030 Unamortized loss on reacquired debt 237,598 210,698 Other 592,310 622,680 ----------- ----------- Total 4,010,076 4,323,283 ----------- ----------- TOTAL $22,814,399 $22,876,697 =========== =========== See Notes to Financial Statements. ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 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 229,989,737 shares in 1994 and 231,219,737 shares in 1993 $2,300 $2,312 Paid-in capital 4,201,981 4,223,682 Retained earnings 2,345,156 2,310,082 Less - treasury stock (2,611,158 shares in 1994) 77,440 - ----------- ----------- Total common shareholders' equity 6,471,997 6,536,076 Preference stock 150,000 150,000 Subsidiaries' preferred stock: Without sinking fund 550,955 550,955 With sinking fund 305,183 349,053 Long-term debt 7,288,021 7,355,962 ----------- ----------- Total 14,766,156 14,942,046 ----------- ----------- Other Noncurrent Liabilities: Obligations under capital leases 266,457 322,867 Other 296,551 296,876 ----------- ----------- Total 563,008 619,743 ----------- ----------- Current Liabilities: Currently maturing long-term debt 353,930 322,010 Notes payable 106,866 43,667 Accounts payable 373,245 413,727 Customer deposits 133,864 127,524 Taxes accrued 230,890 118,267 Accumulated deferred income taxes 52,666 44,637 Interest accrued 196,616 210,894 Dividends declared 13,858 13,404 Deferred revenue - gas supplier judgment proceeds - 14,632 Deferred fuel cost 9,915 4,528 Obligations under capital leases 190,301 194,015 Other 235,411 233,009 ----------- ----------- Total 1,897,562 1,740,314 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 3,812,618 3,849,439 Accumulated deferred investment tax credits 762,513 802,273 Other 1,012,542 922,882 ----------- ----------- Total 5,587,673 5,574,594 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $22,814,399 $22,876,697 =========== =========== See Notes to Financial Statements. ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Nine Months Ended 1994 1993 1994 1993 (In Thousands, Except Share Data) Operating Revenues: Electric $1,776,982 $1,397,007 $4,668,907 $3,345,757 Natural gas 17,107 13,944 93,952 61,708 Steam products 11,435 - 35,002 - ---------- ---------- ---------- ---------- Total 1,805,524 1,410,951 4,797,861 3,407,465 ---------- ---------- ---------- ---------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 430,718 305,928 1,103,157 664,824 Purchased power 72,169 72,679 306,798 208,212 Nuclear refueling outage expenses 14,960 12,079 46,949 42,764 Operation and maintenance 469,681 257,438 1,172,916 735,938 Depreciation and decommissioning 166,387 110,676 488,052 329,898 Taxes other than income taxes 71,446 48,599 214,365 145,643 Income taxes 130,795 150,033 254,101 252,744 Rate deferrals Rate deferrals - (25) - (1,651) Amortization of rate deferrals 112,757 93,606 295,107 215,838 ---------- ---------- ---------- ---------- Total 1,468,913 1,051,013 3,881,445 2,594,210 ---------- ---------- ---------- ---------- Operating Income 336,611 359,938 916,416 813,255 ---------- ---------- ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 2,603 1,451 9,273 5,777 Miscellaneous - net (2,900) 13,894 14,991 43,928 Income taxes (2,859) (1,194) (14,239) (16,411) ---------- ---------- ---------- ---------- Total (3,156) 14,151 10,025 33,294 ---------- ---------- ---------- ---------- Interest Charges: Interest on long-term debt 160,928 121,503 480,189 368,332 Other interest - net 11,250 6,125 33,705 17,624 Allowance for borrowed funds used during construction (2,228) (953) (7,397) (3,974) Preferred dividend requirements of subsidiaries and other 20,306 13,984 61,674 42,964 ---------- ---------- ---------- ---------- Total 190,256 140,659 568,171 424,946 ---------- ---------- ---------- ---------- Income before Cumulative Effect of a Change in Accounting Principle 143,199 233,430 358,270 421,603 Cumulative effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $57,188) - - - 93,841 ---------- ---------- ---------- ---------- Net Income $143,199 $233,430 $358,270 $515,444 ========== ========== ========== ========== Earnings per average common share before cumulative effect of a change in accounting principle $0.63 $1.34 $1.56 $2.41 Earnings per average common share $0.63 $1.34 $1.56 $2.95 Dividends declared per common share $0.45 $0.40 $1.35 $1.20 Average number of common shares outstanding 227,470,521 174,534,253 229,154,520 174,794,391 See Notes to Financial Statements. ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Nine Months Ended September 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $358,270 $515,444 Noncash items included in net income: Cumulative effect of a change in accounting principle - (93,841) Change in rate deferrals/excess capacity-net 307,313 158,287 Depreciation and decommissioning 488,052 329,898 Deferred income taxes and investment tax credits 7,582 16,022 Allowance for equity funds used during construction (9,273) (5,777) Amortization of deferred revenues (14,632) (32,196) Changes in working capital: Receivables (99,413) (148,980) Fuel inventory 23,910 20,909 Accounts payable (40,482) (55,775) Taxes accrued 112,623 90,085 Interest accrued (14,278) (13,001) Other working capital accounts 43,981 (35,784) Refunds to customers - gas contract settlement - (56,027) Decommissioning trust contributions (18,215) (14,903) Provision for estimated losses and reserves (6,242) 39,741 Other (18,596) 62,330 --------- -------- Net cash flow provided by operating activities 1,120,600 776,432 --------- -------- Investing Activities: Construction / capital expenditures (481,178) (279,561) Allowance for equity funds used during construction 9,273 5,777 Nuclear fuel purchases (109,838) (62,170) Proceeds from sale/leaseback of nuclear fuel 85,178 61,302 Investment in nonregulated/nonutility properties 199 (58,407) Decrease in other temporary investments - 17,012 --------- -------- Net cash flow used in investing activities (496,366) (316,047) --------- -------- Financing Activities: Proceeds from the issuance of: First mortgage bonds 83,944 275,000 General and refunding mortgage bonds - 285,000 Other long-term debt 63,590 80,299 Premium and expense on refinancing sale/leaseback bonds (47,663) - Retirement of: First mortgage bonds (103,800) (475,615) General and refunding mortgage bonds (45,000) (99,400) Other long-term debt (45,410) (68,563) Repurchase of common stock (119,486) (20,558) Redemption of preferred stock (43,860) (44,000) Common stock dividends paid (309,469) (208,908) Changes in short-term borrowings 63,199 - --------- -------- Net cash flow used in financing activities (503,955) (276,745) --------- -------- Net increase in cash and cash equivalents 120,279 183,640 Cash and cash equivalents at beginning of period 563,749 379,792 --------- -------- Cash and cash equivalents at end of period $684,028 $563,432 ========= ======== ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Nine Months Ended September 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $496,933 $388,051 Income taxes $131,607 $101,782 Noncash investing and financing activities: Capital lease obligations incurred $69,520 $61,302 Excess of fair value of decommissioning trust assets over amount invested $9,068 - See Notes to Financial Statements. ENTERGY CORPORATION AND SUBSIDIARIES SELECTED OPERATING RESULTS For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 726.3 $ 598.5 $ 127.8 21 Commercial 435.8 334.4 101.4 30 Industrial 488.6 333.4 155.2 47 Governmental 42.7 39.4 3.3 8 --------- -------- ------- Total retail 1,693.4 1,305.7 387.7 30 Sales for resale 112.2 91.1 21.1 23 Other (28.6) 0.2 (28.8) * --------- -------- ------- Total $ 1,777.0 $1,397.0 $ 380.0 27 ========= ======== ======= Billed Electric Energy Sales (Millions of KWH): Residential 8,848 6,916 1,932 28 Commercial 5,916 4,220 1,696 40 Industrial 10,675 6,592 4,083 62 Governmental 609 540 69 13 --------- -------- -------- Total retail 26,048 18,268 7,780 43 Sales for resale 2,503 2,296 207 9 --------- -------- -------- Total 28,551 20,564 7,987 39 ========= ======== ======== Nine Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 1,691.3 $1,241.9 $ 449.4 36 Commercial 1,147.2 805.1 342.1 42 Industrial 1,386.2 878.4 507.8 58 Governmental 122.3 101.9 20.4 20 --------- -------- -------- Total retail 4,347.0 3,027.3 1,319.7 44 Sales for resale 272.3 225.3 47.0 21 Other 49.6 93.2 (43.6) (47) --------- -------- -------- Total $ 4,668.9 $3,345.8 $1,323.1 40 ========= ======== ======== Billed Electric Energy Sales (Millions of KWH): Residential 20,716 14,788 5,928 40 Commercial 15,135 10,173 4,962 49 Industrial 30,481 18,479 12,002 65 Governmental 1,688 1,414 274 19 --------- -------- -------- Total retail 68,020 44,854 23,166 52 Sales for resale 6,274 6,416 (142) (2) --------- -------- -------- Total 74,294 51,270 23,024 45 ========= ======== ======== Note: On December 31, 1993, GSU became a wholly-owned subsidiary of Entergy Corporation. In accordance with the purchase method of accounting, the 1993 third quarter and year to date operating results do not include GSU operating results. * Decrease greater than 200 percent. ARKANSAS POWER & LIGHT COMPANY BALANCE SHEETS September 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $4,286,317 $4,098,355 Property under capital leases 59,190 62,139 Construction work in progress 111,961 197,005 Nuclear fuel under capital lease 100,060 93,606 ---------- ---------- Total 4,557,528 4,451,105 Less - accumulated depreciation and amortization 1,696,801 1,604,318 ---------- ---------- Utility plant - net 2,860,727 2,846,787 ---------- ---------- Other Property and Investments: Investment in subsidiary companies - at equity 11,232 11,232 Decommissioning trust fund 130,514 108,192 Other - at cost (less accumulated depreciation) 4,545 4,257 ---------- ---------- Total 146,291 123,681 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 18,663 1,825 Temporary cash investments - at cost, which approximates market: Associated companies 4,904 - Other 27,993 - ---------- ---------- Total cash and cash equivalents 51,560 1,825 Accounts receivable: Customer (less allowance for doubtful accounts of $2.0 million in 1994 and $2.1 million in 1993) 81,652 65,641 Associated companies 30,441 18,312 Other 12,478 20,817 Accrued unbilled revenues 102,240 83,378 Fuel inventory - at average cost 25,015 51,920 Materials and supplies - at average cost 79,650 81,398 Rate deferrals 108,113 92,592 Deferred excess capacity 9,062 9,115 Prepayments and other 20,222 28,303 ---------- ---------- Total 520,433 453,301 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 389,260 475,387 Deferred excess capacity 21,517 28,465 SFAS 109 regulatory asset - net 211,835 234,015 Unamortized loss on reacquired debt 58,176 60,169 Other 116,448 112,300 ---------- ---------- Total 797,236 910,336 ---------- ---------- TOTAL $4,324,687 $4,334,105 ========== ========== See Notes to Financial Statements. ARKANSAS POWER & LIGHT COMPANY BALANCE SHEETS September 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 464,062 448,811 ---------- ---------- Total common shareholder's equity 1,055,376 1,040,125 Preferred stock: Without sinking fund 176,350 176,350 With sinking fund 61,027 70,027 Long-term debt 1,293,886 1,313,315 ---------- ---------- Total 2,586,639 2,599,817 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 97,976 94,861 Other 70,664 66,879 ---------- ---------- Total 168,640 161,740 ---------- ---------- Current Liabilities: Currently maturing long-term debt 28,020 3,020 Notes payable: Associated companies - 21,395 Other 34,667 667 Accounts payable: Associated companies 38,010 45,177 Other 98,088 93,611 Customer deposits 16,839 15,241 Taxes accrued 86,239 43,013 Accumulated deferred income taxes 36,537 32,367 Interest accrued 31,870 31,410 Dividends declared 4,780 5,049 Co-owner advances 22,402 39,435 Deferred fuel cost 19,840 16,130 Nuclear refueling reserve 30,347 30,677 Obligations under capital leases 61,274 60,883 Other 25,446 25,730 ---------- ---------- Total 534,359 463,805 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 816,232 876,618 Accumulated deferred investment tax credits 145,946 154,723 Other 72,871 77,402 ---------- ---------- Total 1,035,049 1,108,743 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,324,687 $4,334,105 ========== ========== See Notes to Financial Statements. ARKANSAS POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Nine Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $470,770 $519,822 $1,256,762 $1,250,213 -------- -------- ---------- ---------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 74,050 80,284 205,283 197,559 Purchased power 80,326 90,653 264,935 265,084 Nuclear refueling outage expenses 8,059 5,279 25,532 26,011 Other operation and maintenance 118,413 95,052 288,311 272,550 Depreciation and decommissioning 38,671 34,601 110,929 101,156 Taxes other than income taxes 7,961 6,750 25,584 20,491 Income taxes 30,569 40,680 45,487 45,226 Amortization of rate deferrals 56,558 65,039 130,283 130,359 -------- -------- ---------- ---------- Total 414,607 418,338 1,096,344 1,058,436 -------- -------- ---------- ---------- Operating Income 56,163 101,484 160,418 191,777 -------- -------- ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 894 383 2,944 2,695 Miscellaneous - net 10,785 14,662 35,346 44,739 Income taxes (4,250) (6,838) (13,934) (24,233) -------- -------- ---------- ---------- Total 7,429 8,207 24,356 23,201 -------- -------- ---------- ---------- Interest Charges: Interest on long-term debt 25,464 27,171 75,842 81,607 Other interest - net 2,410 1,080 6,730 3,097 Allowance for borrowed funds used during construction (912) (237) (2,579) (1,869) -------- -------- ---------- ---------- Total 26,962 28,014 79,993 82,835 -------- -------- ---------- ---------- Income before Cumulative Effect of a Change in Accounting Principle 36,630 81,677 104,781 132,143 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $31,140) - - - 50,187 -------- -------- ---------- ---------- Net Income 36,630 81,677 104,781 182,330 Preferred Stock Dividend Requirements and Other 4,781 5,267 14,530 15,828 -------- -------- ---------- ---------- Earnings Applicable to Common Stock $31,849 $76,410 $90,251 $166,502 ======== ======== ========== ========== See Notes to Financial Statements. ARKANSAS POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $104,781 $182,330 Noncash items included in net income: Cumulative effect of a change in accounting principle - (50,187) Change in rate deferrals/excess capacity-net 77,607 65,517 Depreciation and decommissioning 110,929 101,156 Deferred income taxes and investment tax credits (42,973) (25,214) Allowance for equity funds used during construction (2,944) (2,695) Changes in working capital: Receivables (38,663) (22,383) Fuel inventory 26,905 24,812 Accounts payable (2,690) 2,100 Taxes accrued 43,226 24,449 Interest accrued 460 (395) Other working capital accounts 586 (15,615) Decommissioning trust contributions (8,525) (8,224) Provision for estimated losses and reserves 5,206 8,862 Other (17,073) (15,022) --------- -------- Net cash flow provided by operating activities 256,832 269,491 --------- -------- Investing Activities: Construction expenditures (122,279) (108,063) Allowance for equity funds used during construction 2,944 2,695 Nuclear fuel purchases (33,477) (29,072) Proceeds from sale/leaseback of nuclear fuel 33,477 29,072 --------- -------- Net cash flow used in investing activities (119,335) (105,368) --------- -------- Financing Activities: Proceeds from issuance of: First mortgage bonds - 115,000 Other long-term debt 27,992 47,299 Retirement of: First mortgage bonds (800) (135,889) Other long-term debt (28,761) (46,350) Redemption of preferred stock (9,000) (9,000) Changes in short-term borrowings 12,605 (4,000) Dividends paid: Common stock (75,000) (37,700) Preferred stock (14,798) (16,095) --------- -------- Net cash flow provided by financing activities (87,762) (86,735) --------- -------- Net increase in cash and cash equivalents 49,735 77,388 Cash and cash equivalents at beginning of period 1,825 - --------- -------- Cash and cash equivalents at end of period $51,560 $77,388 ========= ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $73,515 $79,265 Income taxes $54,117 $54,293 Noncash investing and financing activities: Capital lease obligations incurred $41,122 $29,072 Excess of fair value of decommissioning trust assets over amount invested $8,872 - See Notes to Financial Statements. ARKANSAS POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 170.5 $ 197.9 ($27.4) (14) Commercial 95.2 103.0 (7.8) (8) Industrial 100.5 107.1 (6.6) (6) Governmental 4.7 5.0 (0.3) (6) ------- ------- ------ Total retail 370.9 413.0 (42.1) (10) Sales for resale 99.9 96.9 3.0 3 Other 0.0 9.9 (9.9) (100) ------- ------- ------ Total $ 470.8 $ 519.8 ($49.0) (9) ======= ======= ====== Billed Electric Energy Sales (Millions of KWH): Residential 1,802 2,041 (239) (12) Commercial 1,260 1,329 (69) (5) Industrial 1,587 1,605 (18) (1) Governmental 63 68 (5) (7) ------- ------- ------ Total retail 4,712 5,043 (331) (7) Sales for resale 3,711 2,980 731 25 ------- ------- ------ Total 8,423 8,023 400 5 ======= ======= ====== Nine Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 402.1 $ 420.5 ($ 18.4) (4) Commercial 236.3 236.1 0.2 - Industrial 253.9 253.1 0.8 - Governmental 12.9 12.8 0.1 1 -------- -------- ------ Total retail 905.2 922.5 (17.3) (2) Sales for resale 313.7 291.8 21.9 8 Other 37.9 35.9 2.0 6 -------- -------- ------ Total $1,256.8 $1,250.2 $ 6.6 1 ======== ======== ====== Billed Electric Energy Sales (Millions of KWH): Residential 4,381 4,517 (136) (3) Commercial 3,177 3,136 41 1 Industrial 4,392 4,247 145 3 Governmental 178 177 1 1 ------- ------- ------ Total retail 12,128 12,077 51 - Sales for resale 12,218 10,895 1,323 12 ------- ------- ------ Total 24,346 22,972 1,374 6 ======= ======= ====== GULF STATES UTILITIES COMPANY BALANCE SHEETS September 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $6,879,066 $6,825,989 Natural gas 43,556 42,786 Steam products 75,922 75,689 Property under capital leases 84,142 86,039 Construction work in progress 94,476 50,080 Nuclear fuel under capital leases 81,464 94,828 ---------- ---------- Total 7,258,626 7,175,411 Less - accumulated depreciation and amortization 2,458,358 2,323,804 ---------- ---------- Utility plant - net 4,800,268 4,851,607 ---------- ---------- Other Property and Investments: Decommissioning trust fund 20,712 17,873 Other - at cost (less accumulated depreciation) 29,738 29,360 ---------- ---------- Total 50,450 47,233 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 18,748 3,012 Temporary cash investments - at cost, which approximates market: Associated companies 13,515 - Other 89,809 258,337 ---------- ---------- Total cash and cash equivalents 122,072 261,349 Accounts receivable: Customer (less allowance for doubtful accounts of $0.7 million in 1994 and $2.4 million in 1993) 145,636 117,369 Associated companies 11,651 - Other 19,855 18,371 Accrued unbilled revenues 42,051 32,572 Deferred fuel costs 18,930 5,883 Accumulated deferred income taxes 29,064 28,425 Fuel inventory 27,198 23,448 Materials and supplies - at average cost 89,234 86,831 Rate deferrals 97,850 90,775 Prepayments and other 21,404 20,523 ---------- ---------- Total 624,945 685,546 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 532,532 638,015 SFAS 109 regulatory asset - net 427,634 432,411 Long-term receivables 239,327 218,079 Unamortized loss on reacquired debt 65,802 70,970 Other 189,723 193,490 ---------- ---------- Total 1,455,018 1,552,965 ---------- ---------- TOTAL $6,930,681 $7,137,351 ========== ========== See Notes to Financial Statements. GULF STATES UTILITIES COMPANY BALANCE SHEETS September 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 367,323 666,401 ---------- ---------- Total common shareholder's equity 1,633,722 1,932,760 Preference stock 150,000 150,000 Preferred stock: Without sinking fund 136,444 136,444 With sinking fund 96,143 101,004 Long-term debt 2,318,375 2,368,639 ---------- ---------- Total 4,334,684 4,688,847 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 129,021 152,359 Other 66,214 65,259 ---------- ---------- Total 195,235 217,618 ---------- ---------- Current Liabilities: Currently maturing long-term debt 50,425 425 Accounts payable: Associated companies 37,221 2,745 Other 98,236 109,840 Customer deposits 22,916 21,958 Taxes accrued 37,435 22,856 Interest accrued 63,308 59,516 Nuclear refueling reserve 8,425 22,356 Obligations under capital leases 37,720 41,713 Other 114,283 97,741 ---------- ---------- Total 469,969 379,150 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 1,259,262 1,222,999 Accumulated deferred investment tax credits 91,090 94,455 Deferred River Bend finance charges 88,495 106,765 Other 491,946 427,517 ---------- ---------- Total 1,930,793 1,851,736 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $6,930,681 $7,137,351 ========== ========== See Notes to Financial Statements. GULF STATES UTILITIES COMPANY STATEMENTS OF INCOME For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Nine Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues: Electric $530,209 $559,296 $1,371,328 $1,364,027 Natural gas 3,887 4,818 25,714 23,349 Steam products 11,435 10,493 35,002 33,632 -------- -------- ---------- ---------- Total 545,531 574,607 1,432,044 1,421,008 -------- -------- ---------- ---------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses and gas purchased for resale 154,881 185,138 393,240 430,452 Purchased power 44,330 27,294 159,389 101,600 Nuclear refueling outage expenses 2,707 3,360 7,747 10,080 Other operation and maintenance 171,054 103,401 376,616 293,403 Depreciation and decommissioning 48,786 47,276 145,862 141,830 Taxes other than income taxes 24,623 24,322 58,633 72,869 Income taxes 17,458 50,359 34,210 55,656 Amortization of rate deferrals 16,839 15,425 49,576 45,689 -------- -------- ---------- ---------- Total 480,678 456,575 1,225,273 1,151,579 -------- -------- ---------- ---------- Operating Income 64,853 118,032 206,771 269,429 -------- -------- ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 417 126 1,056 383 Miscellaneous - net (78,886) 5,786 (70,653) 14,978 Income taxes 31,590 (1,678) 27,407 (9,572) -------- -------- ---------- ---------- Total (46,879) 4,234 (42,190) 5,789 -------- -------- ---------- ---------- Interest Charges: Interest on long-term debt 48,804 50,925 146,554 153,538 Other interest - net 1,172 1,335 6,409 5,924 Allowance for borrowed funds used during construction (340) (149) (847) (472) -------- -------- ---------- ---------- Total 49,636 52,111 152,116 158,990 -------- -------- ---------- ---------- Income (Loss) before Extraordinary Items and the Cumulative Effect of Accounting Changes (31,662) 70,155 12,465 116,228 Extraordinary Items (net of income taxes) - (974) - (1,259) Cumulative Effect to January 1, 1993, of Accruing Unbilled Revenues (net of income taxes of $ 6,940) - - - 10,660 -------- -------- ---------- ---------- Net Income (Loss) (31,662) 69,181 12,465 125,629 Preferred and Preference Stock Dividend Requirements and Other 7,506 7,921 22,442 28,118 -------- -------- ---------- ---------- Earnings (Loss) Applicable to Common Stock ($39,168) $61,260 ($9,977) $97,511 ======== ======== ========== ========== See Notes to Financial Statements. GULF STATES UTILITIES COMPANY STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $12,465 $125,629 Noncash items included in net income: Extraordinary items - 1,259 Cumulative effect of a change in accounting principle - (10,660) Change in rate deferrals 80,138 45,689 Depreciation and decommissioning 145,862 141,830 Deferred income taxes and investment tax credits 16,257 53,452 Allowance for equity funds used during construction (1,056) (383) Changes in working capital: Receivables (50,881) (35,524) Fuel inventory (3,750) 4,468 Accounts payable 22,872 (2,336) Taxes accrued 14,579 38,151 Interest accrued 3,792 3,878 Other working capital accounts 15,330 (15,214) Decommissioning trust contributions (2,217) (2,217) Purchased power settlement - (169,300) Other 24,946 (5,491) --------- -------- Net cash flow provided by operating activities 278,337 173,231 --------- -------- Investing Activities: Construction expenditures (101,952) (82,454) Allowance for equity funds used during construction 1,056 383 Nuclear fuel purchases (25,205) (2,118) Proceeds from sale/leaseback of nuclear fuel 25,205 2,118 Refund of escrow account and other property - 6,710 --------- -------- Net cash flow used in investing activities (100,896) (75,361) --------- -------- Financing Activities: Proceeds from the issuance of: Preference stock - 146,625 First mortgage bonds - 338,379 Other long-term debt - 21,440 Retirement of: First mortgage bonds - (360,200) Other long-term debt (425) (18,398) Redemption of preferred and preference stock (4,850) (172,408) Dividends paid: Common stock (289,100) - Preferred and preference stock (22,343) (28,525) --------- -------- Net cash flow used in financing activities (316,718) (73,087) --------- -------- Net increase (decrease) in cash and cash equivalents (139,277) 24,783 Cash and cash equivalents at beginning of period 261,349 197,741 --------- -------- Cash and cash equivalents at end of period $122,072 $222,524 ========= ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $136,957 $143,875 Income taxes $137 - Noncash investing and financing activities: Capital lease obligations incurred $18,721 $2,302 Deficiency of fair value of decommissioning trust assets over amount invested ($200) - See Notes to Financial Statements. GULF STATES UTILITIES COMPANY SELECTED OPERATING RESULTS For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Department Operating Revenues: Residential $ 192.2 $ 218.4 ($ 26.2) (12) Commercial 115.6 126.4 (10.8) (9) Industrial 162.8 174.4 (11.6) (7) Governmental 6.4 6.9 (0.5) (7) ------- ------- ------- Total retail 477.0 526.1 (49.1) (9) Sales for resale 36.3 10.9 25.4 233 Other 16.9 22.3 (5.4) (24) ------- ------- ------- Total Electric Department $ 530.2 $ 559.3 ($ 29.1) (5) ======= ======= ======= Billed Electric Energy Sales (Millions of KWH): Residential 2,502 2,639 (137) (5) Commercial 1,743 1,756 (13) (1) Industrial 3,851 3,736 115 3 Governmental 77 78 (1) (1) ------- ------- ------- Total retail 8,173 8,209 (36) - Sales for resale 1,340 249 1,091 438 ------- ------- ------- Total Electric Department 9,513 8,458 1,055 12 Steam Department 426 418 8 2 ------- ------- ------- Total 9,939 8,876 1,063 12 ======= ======= ======= Nine Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Department Operating Revenues: Residential $ 448.7 $ 464.5 ($ 15.8) (3) Commercial 312.7 318.6 (5.9) (2) Industrial 475.7 494.6 (18.9) (4) Governmental 19.1 20.1 (1.0) (5) -------- -------- ------- Total retail 1,256.2 1,297.8 (41.6) (3) Sales for resale 75.1 24.3 50.8 209 Other 40.0 41.9 (1.9) (5) -------- -------- ------- Total Electric Department $1,371.3 $1,364.0 $ 7.3 1 ======== ======== ======= Billed Electric Energy Sales (Millions of KWH): Residential 5,775 5,589 186 3 Commercial 4,512 4,332 180 4 Industrial 11,237 10,758 479 4 Governmental 225 224 1 - -------- -------- ------- Total retail 21,749 20,903 846 4 Sales for resale 2,590 510 2,080 408 -------- -------- ------- Total Electric Department 24,339 21,413 2,926 14 Steam Department 1,257 1,210 47 4 -------- -------- ------- Total 25,596 22,623 2,973 13 ======== ======== ======= LOUISIANA POWER & LIGHT COMPANY BALANCE SHEETS September 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $4,754,371 $4,646,020 Electric plant under lease 226,395 225,083 Construction work in progress 100,690 133,536 Nuclear fuel under capital lease 52,413 61,375 Nuclear fuel 5,065 3,823 ---------- ---------- Total 5,138,934 5,069,837 Less - accumulated depreciation and amortization 1,575,308 1,496,107 ---------- ---------- Utility plant - net 3,563,626 3,573,730 ---------- ---------- Other Property and Investments: Nonutility property 20,060 20,060 Decommissioning trust fund 26,802 22,109 Investment in subsidiary company - at equity 14,230 14,230 Other 1,032 984 ---------- ---------- Total 62,124 57,383 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 13,157 - Temporary cash investments - at cost, which approximates market: Associated companies 4,815 - Other 55,835 33,489 ---------- ---------- Total cash and cash equivalents 73,807 33,489 Special deposits 4,683 19,077 Accounts receivable: Customer (less allowance for doubtful accounts of $1.2 million in 1994 and of $1.1 million in 1993) 82,159 66,575 Associated companies 4,319 2,952 Other 11,444 10,656 Accrued unbilled revenues 71,768 64,314 Accumulated deferred income taxes 2,510 6,031 Materials and supplies - at average cost 87,108 87,204 Rate deferrals 28,422 28,422 Prepayments and other 29,080 16,510 ---------- ---------- Total 395,300 335,230 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 32,368 54,031 SFAS 109 regulatory asset - net 357,214 349,703 Unamortized loss on reacquired debt 44,705 47,853 Other 48,140 46,068 ---------- ---------- Total 482,427 497,655 ---------- ---------- TOTAL $4,503,477 $4,463,998 ========== ========== See Notes to Financial Statements. LOUISIANA POWER & LIGHT COMPANY BALANCE SHEETS September 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 (5,529) (6,109) Retained earnings 134,409 89,849 ---------- ---------- Total common shareholder's equity 1,217,780 1,172,640 Preferred stock: Without sinking fund 160,500 160,500 With sinking fund 112,793 126,302 Long-term debt 1,477,964 1,457,626 ---------- ---------- Total 2,969,037 2,917,068 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 18,546 27,508 Other 48,480 28,909 ---------- ---------- Total 67,026 56,417 ---------- ---------- Current Liabilities: Currently maturing long-term debt 320 25,315 Notes payable: Associated companies - 52,041 Other 19,200 - Accounts payable: Associated companies 29,141 33,523 Other 56,260 76,284 Customer deposits 54,457 52,234 Taxes accrued 54,977 15,110 Interest accrued 37,365 42,141 Dividends declared 5,523 5,938 Deferred revenue - gas supplier judgment proceeds - 14,632 Deferred fuel cost 11,644 605 Obligations under capital leases 33,867 33,867 Other 12,528 9,741 ---------- ---------- Total 315,282 361,431 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 870,810 834,899 Accumulated deferred investment tax credits 183,698 188,843 Deferred interest - Waterford 3 lease obligation 25,844 25,372 Other 71,780 79,968 ---------- ---------- Total 1,152,132 1,129,082 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,503,477 $4,463,998 ========== ========== See Notes to Financial Statements. LOUISIANA POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Nine Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $502,458 $545,487 $1,327,927 $1,302,913 -------- -------- ---------- ---------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 113,688 120,692 257,314 233,279 Purchased power 83,942 99,256 289,279 289,488 Nuclear refueling outage expenses 4,195 4,591 13,671 13,789 Other operation and maintenance 100,800 86,306 260,575 244,857 Depreciation and decommissioning 38,499 35,537 113,342 106,446 Taxes other than income taxes 14,377 11,823 42,733 35,707 Income taxes 39,015 54,375 80,171 96,547 Amortization of rate deferrals 8,118 8,118 21,664 21,664 -------- -------- ---------- ---------- Total 402,634 420,698 1,078,749 1,041,777 -------- -------- ---------- ---------- Operating Income 99,824 124,789 249,178 261,136 -------- -------- ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 766 545 2,855 1,869 Miscellaneous - net (154) 198 287 848 Income taxes 150 361 190 2,601 -------- -------- ---------- ---------- Total 762 1,104 3,332 5,318 -------- -------- ---------- ---------- Interest Charges: Interest on long-term debt 31,264 30,818 93,561 93,691 Other interest - net 2,839 3,169 8,467 9,077 Allowance for borrowed funds used during construction (546) (381) (1,996) (1,266) -------- -------- ---------- ---------- Total 33,557 33,606 100,032 101,502 -------- -------- ---------- ---------- Net Income 67,029 92,287 152,478 164,952 Preferred Stock Dividend Requirements and Other 5,848 6,069 17,668 18,816 -------- -------- ---------- ---------- Earnings Applicable to Common Stock $61,181 $86,218 $134,810 $146,136 ======== ======== ========== ========== See Notes to Financial Statements. LOUISIANA POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $152,478 $164,952 Noncash items included in net income: Change in rate deferrals 21,664 21,663 Depreciation and decommissioning 113,342 106,446 Deferred income taxes and investment tax credits 31,788 44,430 Allowance for equity funds used during construction (2,855) (1,869) Amortization of deferred revenues (14,632) (32,196) Changes in working capital: Receivables (25,193) (39,410) Accounts payable (24,406) (30,916) Taxes accrued 39,867 42,703 Interest accrued (4,776) (4,406) Other working capital accounts 17,969 (3,862) Refunds to customers - gas contract settlement - (56,027) Decommissioning trust contributions (3,796) (3,000) Other 3,051 16,922 --------- -------- Net cash flow provided by operating activities 304,501 225,430 --------- -------- Investing Activities: Construction expenditures (107,708) (98,021) Allowance for equity funds used during construction 2,855 1,869 --------- -------- Net cash flow used in investing activities (104,853) (96,152) --------- -------- Financing Activities: Proceeds from the issuance of: First mortgage bonds - 100,000 Other long-term debt 19,946 33,000 Changes in short-term borrowings (32,841) - Retirement of: First mortgage bonds (25,000) (100,919) Other long-term debt (240) (21,983) Redemption of preferred stock (13,510) (18,500) Dividends paid: Common stock (90,400) (81,400) Preferred stock (17,285) (19,265) --------- -------- Net cash flow used in financing activities (159,330) (109,067) --------- -------- Net increase in cash and cash equivalents 40,318 20,211 Cash and cash equivalents at beginning of period 33,489 22,782 --------- -------- Cash and cash equivalents at end of period $73,807 $42,993 ========= ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $100,081 $101,463 Income taxes $32,400 $20,967 Noncash investing and financing activities: Capital lease obligations incurred $9,677 - Excess of fair value of decommissioning trust assets over amount invested $184 - See Notes to Financial Statements. LOUISIANA POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 196.4 $ 213.9 ($ 17.5) (8) Commercial 102.6 105.2 (2.6) (2) Industrial 170.9 171.8 (0.9) (1) Governmental 8.4 7.8 0.6 8 ------- ------- ------- Total retail 478.3 498.7 (20.4) (4) Sales for resale 10.4 19.8 (9.4) (47) Other 13.8 27.0 (13.2) (49) ------- ------- ------- Total $ 502.5 $ 545.5 ($43.0) (8) ======= ======= ======= Billed Electric Energy Sales (Millions of KWH): Residential 2,493 2,674 (181) (7) Commercial 1,356 1,370 (14) (1) Industrial 4,305 4,122 183 4 Governmental 112 103 9 9 ------- ------- ------- Total retail 8,266 8,269 (3) - Sales for resale 275 519 (244) (47) ------- ------- ------- Total 8,541 8,788 (247) (3) ======= ======= ======= Nine Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 460.8 $ 440.5 $ 20.3 5 Commercial 275.4 257.1 18.3 7 Industrial 499.9 476.5 23.4 5 Governmental 24.2 21.9 2.3 11 -------- -------- ------- Total retail 1,260.3 1,196.0 64.3 5 Sales for resale 26.1 38.7 (12.6) (33) Other 41.5 68.2 (26.7) (39) -------- -------- ------- Total $1,327.9 $1,302.9 $ 25.0 2 ======== ======== ======= Billed Electric Energy Sales (Millions of KWH): Residential 5,864 5,693 171 3 Commercial 3,502 3,330 172 5 Industrial 12,261 11,856 405 3 Governmental 318 297 21 7 ------- ------- ------- Total retail 21,945 21,176 769 4 Sales for resale 620 1,038 (418) (40) ------- ------- ------- Total 22,565 22,214 351 2 ======= ======= ======= MISSISSIPPI POWER & LIGHT COMPANY BALANCE SHEETS September 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $1,460,766 $1,389,229 Construction work in progress 63,444 62,699 ---------- ---------- Total 1,524,210 1,451,928 Less - accumulated depreciation and amortization 575,410 577,728 ---------- ---------- Utility plant - net 948,800 874,200 ---------- ---------- Other Property and Investments: Investment in subsidiary company - at equity 5,531 5,531 Other 4,754 4,760 ---------- ---------- Total 10,285 10,291 ---------- ---------- Current Assets: Cash 9,107 7,999 Notes receivable 6,216 7,118 Accounts receivable: Customer (less allowance for doubtful accounts of $2.1 million in 1994 and $2.5 million in 1993) 52,803 33,155 Associated companies 7,348 7,342 Other 3,975 3,672 Accrued unbilled revenues 50,049 57,414 Fuel inventory - at average cost 3,594 8,652 Materials and supplies - at average cost 20,236 20,886 Rate deferrals 99,538 96,935 Prepayments and other 7,268 13,763 ---------- ---------- Total 260,134 256,936 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 409,690 504,428 Notes receivable 5,463 9,951 Other 29,196 20,931 ---------- ---------- Total 444,349 535,310 ---------- ---------- TOTAL $1,663,568 $1,676,737 ========== ========== See Notes to Financial Statements. MISSISSIPPI POWER & LIGHT COMPANY BALANCE SHEETS September 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 241,330 236,337 ---------- ---------- Total common shareholder's equity 438,894 433,799 Preferred stock: Without sinking fund 57,881 57,881 With sinking fund 31,770 46,770 Long-term debt 490,187 516,156 ---------- ---------- Total 1,018,732 1,054,606 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 589 686 Other 11,377 6,231 ---------- ---------- Total 11,966 6,917 ---------- ---------- Current Liabilities: Currently maturing long-term debt 50,965 48,250 Notes payable: Associated companies - 11,568 Other 30,000 - Accounts payable: Associated companies 25,555 29,181 Other 33,296 12,157 Customer deposits 22,290 21,474 Taxes accrued 33,613 24,252 Accumulated deferred income taxes 44,975 41,758 Interest accrued 11,958 23,171 Dividends declared 1,797 1,985 Other 8,843 17,303 ---------- ---------- Total 263,292 231,099 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 304,884 311,616 Accumulated deferred investment tax credits 35,818 37,193 SFAS 109 regulatory liability - net 18,851 23,626 Other 10,025 11,680 ---------- ---------- Total 369,578 384,115 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $1,663,568 $1,676,737 ========== ========== See Notes to Financial Statements. MISSISSIPPI POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Nine Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $234,274 $264,419 $651,481 $673,392 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 53,097 62,435 117,710 103,784 Purchased power 59,155 66,810 182,035 213,493 Other operation and maintenance 41,327 39,018 118,543 111,018 Depreciation and amortization 9,513 8,011 27,270 24,009 Taxes other than income taxes 11,275 10,157 32,011 29,991 Income taxes 11,427 20,504 23,280 35,831 Amortization of rate deferrals 24,805 17,588 74,414 52,765 -------- -------- -------- -------- Total 210,599 224,523 575,263 570,891 -------- -------- -------- -------- Operating Income 23,675 39,896 76,218 102,501 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 365 237 1,386 632 Miscellaneous - net (337) 703 (85) 1,258 Income taxes 129 (274) 32 (481) -------- -------- -------- -------- Total 157 666 1,333 1,409 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 11,461 13,028 34,657 39,749 Other interest - net 1,751 782 5,025 2,276 Allowance for borrowed funds used during construction (236) (169) (889) (451) -------- -------- -------- -------- Total 12,976 13,641 38,793 41,574 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 10,856 26,921 38,758 62,336 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $19,456) - - - 32,706 -------- -------- -------- -------- Net Income 10,856 26,921 38,758 95,042 Preferred Stock Dividend Requirements and Other 1,797 2,216 5,827 6,985 -------- -------- -------- -------- Earnings Applicable to Common Stock $9,059 $24,705 $32,931 $88,057 ======== ======== ======== ======== See Notes to Financial Statements. MISSISSIPPI POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $38,758 $95,042 Noncash items included in net income: Cumulative effect of a change in accounting principle - (32,706) Change in rate deferrals 92,135 60,650 Depreciation and amortization 27,270 24,009 Deferred income taxes and investment tax credits (22,092) (16,423) Allowance for equity funds used during construction (1,386) (632) Changes in working capital: Receivables (12,592) (30,788) Fuel inventory 5,058 2,964 Accounts payable 17,513 (3,320) Taxes accrued 9,361 17,789 Interest accrued (11,213) (7,664) Other working capital accounts 428 (5,935) Other 11,129 6,818 --------- -------- Net cash flow provided by operating activities 154,369 109,804 --------- -------- Investing Activities: Construction expenditures (100,369) (39,148) Allowance for equity funds used during construction 1,386 632 --------- -------- Net cash flow used in investing activities (98,983) (38,516) --------- -------- Financing Activities: Proceeds from issuance of: General and refunding bonds 24,534 185,000 Other long-term debt 15,652 - Retirement of: First mortgage bonds (18,000) (137,672) General and refunding bonds (30,000) (55,000) Other long-term debt (16,045) (230) Redemption of preferred stock (15,000) (15,000) Dividends paid: Common stock (28,000) (34,100) Preferred stock (5,851) (7,122) Changes in short-term borrowings 18,432 - --------- -------- Net cash flow used in financing activities (54,278) (64,124) --------- -------- Net increase in cash and cash equivalents 1,108 7,164 Cash and cash equivalents at beginning of period 7,999 34,008 --------- -------- Cash and cash equivalents at end of period $9,107 $41,172 ========= ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $48,664 $48,211 Income taxes $19,007 $31,169 See Notes to Financial Statements. MISSISSIPPI POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 115.7 $ 126.4 ($ 10.7) (8) Commercial 78.1 78.1 0.0 - Industrial 47.9 47.7 0.2 - Governmental 7.4 8.2 (0.8) (10) ------- ------- ------- Total retail 249.1 260.4 (11.3) (4) Sales for resale 14.1 25.0 (10.9) (44) Other (28.9) (21.0) (7.9) (38) ------- ------- ------- Total $ 234.3 $ 264.4 ($ 30.1) (11) ======= ======= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,363 1,442 (79) (5) Commercial 977 928 49 5 Industrial 795 735 60 8 Governmental 90 99 (9) (9) ------- ------- ------- Total retail 3,225 3,204 21 1 Sales for resale 397 724 (327) (45) ------- ------- ------- Total 3,622 3,928 (306) (8) ======= ======= ======= Nine Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 266.8 $ 266.6 $ 0.2 - Commercial 198.4 189.0 9.4 5 Industrial 137.0 130.0 7.0 5 Governmental 21.3 21.4 (0.1) - ------- ------- ------- Total retail 623.5 607.0 16.5 3 Sales for resale 37.7 43.5 (5.8) (13) Other (9.7) 22.9 (32.6) (142) ------- ------- ------- Total $ 651.5 $ 673.4 ($ 21.9) (3) ======= ======= ======= Billed Electric Energy Sales (Millions of KWH): Residential 3,208 3,105 103 3 Commercial 2,409 2,208 201 9 Industrial 2,200 2,009 191 10 Governmental 254 250 4 2 ------- ------- ------- Total retail 8,071 7,572 499 7 Sales for resale 970 1,090 (120) (11) ------- ------- ------- Total 9,041 8,662 379 4 ======= ======= ======= NEW ORLEANS PUBLIC SERVICE INC. BALANCE SHEETS September 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $488,098 $476,976 Natural gas 118,256 113,666 Construction work in progress 8,065 15,205 ---------- ---------- Total 614,419 605,847 Less - accumulated depreciation and amortization 338,597 330,268 ---------- ---------- Utility plant - net 275,822 275,579 ---------- ---------- Other Investments: Investment in subsidiary company - at equity 3,259 3,259 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 2,841 1,176 Temporary cash investments - at cost, which approximates market: Associated companies 7,950 10,034 Other 45,385 32,107 ---------- ---------- Total cash and cash equivalents 56,176 43,317 Accounts receivable: Customer (less allowance for doubtful accounts of $0.8 million in 1994 and 1993) 33,964 35,801 Associated companies 1,346 1,378 Other 697 876 Accrued unbilled revenues 19,734 19,643 Deferred electric fuel and resale gas costs 2,639 6,323 Materials and supplies - at average cost 10,969 11,885 Rate deferrals 29,824 24,587 Prepayments and other 6,140 2,994 ---------- ---------- Total 161,489 146,804 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 181,454 204,190 SFAS 109 regulatory asset - net 9,725 9,004 Other 9,666 8,769 ---------- ---------- Total 200,845 221,963 ---------- ---------- TOTAL $641,415 $647,605 ========== ========== See Notes to Financial Statements. NEW ORLEANS PUBLIC SERVICE INC. BALANCE SHEETS September 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) CAPITALIZATION AND LIABLITIES 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 112,507 100,556 ---------- ---------- Total common shareholder's equity 182,452 170,456 Preferred stock: Without sinking fund 19,780 19,780 With sinking fund 3,450 4,950 Long-term debt 164,148 188,312 ---------- ---------- Total 369,830 383,498 ---------- ---------- Other Noncurrent Liabilities: Accumulated provision for losses 17,491 18,062 Other 7,864 3,351 ---------- ---------- Total 25,355 21,413 ---------- ---------- Current Liabilities: Currently maturing long-term debt 24,200 15,000 Accounts payable: Associated companies 20,228 23,080 Other 21,145 22,011 Customer deposits 17,362 16,617 Accumulated deferred income taxes 2,728 4,968 Taxes accrued 6,838 5,161 Interest accrued 4,512 5,472 Other 18,644 7,367 ---------- ---------- Total 115,657 99,676 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 92,895 105,096 Accumulated deferred investment tax credits 11,034 11,592 Other 26,644 26,330 ---------- ---------- Total 130,573 143,018 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $641,415 $647,605 ========== ========== See Notes to Financial Statements. NEW ORLEANS PUBLIC SERVICE INC. STATEMENTS OF INCOME For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Nine Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues: Electric $120,354 $140,666 $306,826 $321,650 Natural gas 13,220 13,944 68,238 61,708 -------- -------- -------- -------- Total 133,574 154,610 375,064 383,358 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses and gas purchased for resale 23,814 27,158 83,773 73,967 Purchased power 42,999 47,016 115,940 123,479 Other operation and maintenance 23,444 21,242 63,404 63,809 Depreciation and amortization 4,903 4,290 14,356 12,884 Taxes other than income taxes 7,206 7,344 21,137 20,352 Income taxes 8,829 15,076 17,003 23,203 Rate deferrals: Rate deferrals - (25) - (1,651) Amortization of rate deferrals 6,438 2,861 19,171 11,050 -------- -------- -------- -------- Total 117,633 124,962 334,784 327,093 -------- -------- -------- -------- Operating Income 15,941 29,648 40,280 56,265 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 60 40 297 74 Miscellaneous - net 499 385 1,483 1,523 Income taxes (192) (156) (901) (140) -------- -------- -------- -------- Total 367 269 879 1,457 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 3,959 4,707 12,423 15,109 Other interest - net 461 403 1,399 1,143 Allowance for borrowed funds used during construction (45) (36) (221) (69) -------- -------- -------- -------- Total 4,375 5,074 13,601 16,183 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 11,933 24,843 27,558 41,539 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $6,592) - - - 10,948 -------- -------- -------- -------- Net Income 11,933 24,843 27,558 52,487 Preferred Stock Dividend Requirements and Other 329 432 1,162 1,335 -------- -------- -------- -------- Earnings Applicable to Common Stock $11,604 $24,411 $26,396 $51,152 ======== ======== ======== ======== See Notes to Financial Statements. NEW ORLEANS PUBLIC SERVICE INC. STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $27,558 $52,487 Noncash items included in net income: Cumulative effect of a change in accounting principle - (10,948) Change in rate deferrals 17,499 10,456 Depreciation and amortization 14,356 12,884 Deferred income taxes and investment tax credits (15,705) 78 Allowance for equity funds used during construction (297) (74) Net pension expense - 3,260 Changes in working capital: Receivables 1,957 (15,645) Accounts payable (3,718) (5,719) Taxes accrued 1,677 3,594 Interest accrued (960) (898) Other working capital accounts 13,534 (29,502) Other 5,050 1,585 --------- -------- Net cash flow provided by operating activities 60,951 21,558 --------- -------- Investing Activities: Construction expenditures (16,269) (13,320) Allowance for equity funds used during construction 297 74 --------- -------- Net cash flow used in investing activities (15,972) (13,246) --------- -------- Financing Activities: Proceeds from the issuance of general and refunding bonds - 100,000 Retirement of: First mortgage bonds - (41,135) General and refunding bonds (15,000) (44,400) Redemption of preferred stock (1,500) (1,500) Dividends paid: Common stock (14,400) (11,700) Preferred stock (1,220) (1,393) --------- -------- Net cash flow used in financing activities (32,120) (128) --------- -------- Net increase in cash and cash equivalents 12,859 8,184 Cash and cash equivalents at beginning of period 43,317 46,070 --------- -------- Cash and cash equivalents at end of period $56,176 $54,254 ========= ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $14,213 $17,372 Income taxes $32,115 $17,954 See Notes to Financial Statements. NEW ORLEANS PUBLIC SERVICE INC. SELECTED OPERATING RESULTS For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 51.4 $ 60.2 ($ 8.8) (15) Commercial 44.3 48.1 (3.8) (8) Industrial 6.6 6.8 (0.2) (3) Governmental 15.8 18.5 (2.7) (15) ------ ------ ------ Total retail 118.1 133.6 (15.5) (12) Sales for resale 2.2 3.5 (1.3) (37) Other 0.1 3.6 (3.5) (97) ------ ------ ------ Total $120.4 $140.7 ($20.3) (14) ====== ====== ====== Billed Electric Energy Sales (Millions of KWH): Residential 688 759 (71) (9) Commercial 580 593 (13) (2) Industrial 138 130 8 6 Governmental 268 270 (2) (1) ------ ------ ------ Total retail 1,674 1,752 (78) (4) Sales for resale 61 96 (35) (36) ------ ------ ------ Total 1,735 1,848 (113) (6) ====== ====== ====== Nine Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 113.0 $ 114.2 ($ 1.2) (1) Commercial 124.4 122.9 1.5 1 Industrial 19.7 18.8 0.9 5 Governmental 44.8 45.9 (1.1) (2) ------ ------ ------ Total retail 301.9 301.8 0.1 - Sales for resale 6.7 9.3 (2.6) (28) Other (1.8) 10.6 (12.4) (117) ------ ------ ------ Total $306.8 $321.7 ($14.9) (5) ====== ====== ====== Billed Electric Energy Sales (Millions of KWH): Residential 1,488 1,473 15 1 Commercial 1,535 1,499 36 2 Industrial 392 367 25 7 Governmental 713 690 23 3 ------ ------ ------ Total retail 4,128 4,029 99 2 Sales for resale 191 281 (90) (32) ------ ------ ------ Total 4,319 4,310 9 - ====== ====== ====== SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS September 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) ASSETS Utility Plant: Electric $3,036,792 $3,027,537 Electric plant under lease 439,184 437,941 Construction work in progress 39,472 41,442 Nuclear fuel under capital lease 55,838 79,625 ---------- ---------- Total 3,571,286 3,586,545 Less - accumulated depreciation 741,534 669,666 ---------- ---------- Utility plant - net 2,829,752 2,916,879 ---------- ---------- Other Investments: Decommissioning trust fund 30,333 24,787 ---------- ---------- Current Assets: Cash and cash equivalents: Cash - 2,424 Temporary cash investments - at cost, which approximates market: Associated companies 32,635 46,601 Other 186,303 147,107 ---------- ---------- Total cash and cash equivalents 218,938 196,132 Accounts receivable: Associated companies 59,750 57,216 Other 3,517 2,057 Materials and supplies - at average cost 70,802 69,765 Recoverable income taxes 53,000 63,400 Prepayments and other 4,297 4,835 ---------- ---------- Total 410,304 393,405 ---------- ---------- Deferred Debits and Other Assets: Recoverable income taxes 6,749 29,289 SFAS 109 regulatory asset - net 386,553 384,317 Unamortized loss on reacquired debt 55,647 17,258 Other 133,652 125,131 ---------- ---------- Total 582,601 555,995 ---------- ---------- TOTAL $3,852,990 $3,891,066 ========== ========== See Notes to Financial Statements. SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS September 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 175,969 228,574 ---------- ---------- Total common shareholder's equity 965,326 1,017,931 Long-term debt 1,543,037 1,511,914 ---------- ---------- Total 2,508,363 2,529,845 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 838 24,679 Other 18,050 18,229 ---------- ---------- Total 18,888 42,908 ---------- ---------- Current Liabilities: Currently maturing long-term debt 200,000 230,000 Accounts payable: Associated companies 6,071 1,928 Other 22,603 18,223 Taxes accrued 25,722 20,952 Interest accrued 47,472 48,929 Obligations under capital leases 55,000 55,000 Other 1,830 2,805 ---------- ---------- Total 358,698 377,837 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 791,276 775,630 Accumulated deferred investment tax credits 111,242 113,849 Other 64,523 50,997 ---------- ---------- Total 967,041 940,476 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $3,852,990 $3,891,066 ========== ========== See Notes to Financial Statements. SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF INCOME For the Three and Nine Months Ended September 30, 1994 and 1993 (Unaudited) Three Months Ended Nine Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $150,949 $155,071 $450,015 $473,228 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 11,440 10,081 35,661 40,423 Other operation and maintenance 26,829 33,525 74,320 80,880 Depreciation and decommissioning 23,026 22,749 68,993 68,167 Taxes other than income taxes 5,637 6,768 19,155 19,648 Income taxes 18,148 17,956 55,896 58,248 -------- -------- -------- -------- Total 85,080 91,079 254,025 267,366 -------- -------- -------- -------- Operating Income 65,869 63,992 195,990 205,862 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 101 245 735 506 Miscellaneous - net 2,025 1,519 4,641 4,565 Income taxes 569 4,069 (470) 6,359 -------- -------- -------- -------- Total 2,695 5,833 4,906 11,430 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 42,076 45,780 123,950 138,176 Other interest - net 1,732 1,131 6,189 3,337 Allowance for borrowed funds used during construction (178) (128) (938) (313) -------- -------- -------- -------- Total 43,630 46,783 129,201 141,200 -------- -------- -------- -------- Net Income $24,934 $23,042 $71,695 $76,092 ======== ======== ======== ======== See Notes to Financial Statements. SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1994 and 1993 (Unaudited) 1994 1993 (In Thousands) Operating Activities: Net income $71,695 $76,092 Noncash items included in net income: Depreciation and decommissioning 68,993 68,167 Deferred income taxes and investment tax credits 16,535 16,375 Allowance for equity funds used during construction (735) (506) Amortization of debt discount 3,388 3,358 Amortization of loss on reacquired debt 1,750 - Changes in working capital: Receivables (3,994) 5,069 Accounts payable 8,469 (8,195) Taxes accrued 4,770 8,083 Interest accrued (1,457) 324 Other working capital accounts (1,474) (1,410) Recoverable income taxes 32,940 61,771 Decommissioning trust contributions (3,764) (3,679) Provision for estimated losses and reserves - 29,403 Other 9,755 (1,438) --------- -------- Net cash flow provided by operating activities 206,871 253,414 --------- -------- Investing Activities: Construction expenditures (12,254) (10,646) Allowance for equity funds used during construction 735 506 Nuclear fuel purchases (54) (32,230) Proceeds from sale/leaseback of nuclear fuel - 32,230 --------- -------- Net cash flow used in investing activities (11,573) (10,140) --------- -------- 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 (124,300) (210,100) --------- -------- Net cash flow used in financing activities (172,492) (210,100) --------- -------- Net increase in cash and cash equivalents 22,806 33,174 Cash and cash equivalents at beginning of period 196,132 181,795 --------- -------- Cash and cash equivalents at end of period $218,938 $214,969 ========= ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest - net of amount capitalized $125,519 $137,517 Income taxes (refund) ($3,477) ($36,534) Noncash investing and financing activities: Capital lease obligations incurred - $32,230 Excess of fair value of decommissioning trust assets over amount invested $212 - 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% undivided interests in River Bend, respectively, and 42% and 58% undivided interests in Big Cajun 2 Unit 3, respectively. In June 1989, Cajun filed a civil action against GSU in the United States District Court for the Middle District of Louisiana (District Court). 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. During 1992, Cajun notified GSU that it would not fund its full share of costs related to the fourth refueling outage at River Bend, completed in September 1992. Cajun has also not funded its full 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. In a letter dated October 21, 1994, and at a subsequent meeting, Cajun representatives advised Entergy Corporation and GSU that on October 25, 1994, Cajun would exhaust its 1994 budget for operating and maintenance expenses for River Bend, and that it would not make any further payments to GSU in 1994 for River Bend operating, maintenance or capital costs. Cajun also advised that it does not expect the Rural Electrification Administration (which provided funding to Cajun for its investment in River Bend) to permit it to budget funds in 1995 to pay its share of operating and maintenance expenses or capital costs for River Bend. However, Cajun stated that it will continue to fund its share of the nuclear decommissioning trust payments for River Bend, as well as insurance and safety-related expenses. GSU estimates that the unpaid portion of Cajun's River Bend operating, maintenance, and capital costs for the remainder of 1994 will aggregate approximately $10 million. Cajun's share of River Bend annual operating (including nuclear fuel) and maintenance expenses and capital costs was approximately $69 million in 1993. In view of Cajun's stated expectation that it will fund only a limited portion of its share of River Bend related operating, maintenance, and capital costs in 1994 and for the foreseeable future, GSU has notified Cajun that it will (i) credit GSU's share of expenses for Big Cajun 2, Unit 3 against amounts due from Cajun to GSU and (ii) seek to market Cajun's share of the power from River Bend and apply the proceeds to the amounts due from Cajun to GSU. On November 2, 1994, Cajun discontinued GSU's entitlement of energy from Big Cajun 2, Unit 3. In response, on November 3, 1994, GSU filed pleadings in District Court seeking an order requiring Cajun to provide GSU with the energy from Big Cajun 2, Unit 3 to which GSU is entitled, and holding that GSU is entitled to credit amounts due from GSU to Cajun for Big Cajun 2, Unit 3 against amounts due from Cajun to GSU with respect to River Bend. The District Court held a hearing on this motion on November 7, 1994. The matter is pending. During the period in which Cajun is not paying its share of River Bend costs, GSU intends to fund all costs necessary for the safe, continuing operation of the unit. The responsibilities of Entergy Operations as the licensed operator of River Bend, for safely operating and maintaining the unit are not affected by Cajun's actions. 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 $36.6 million as of September 30, 1994, compared with $33.3 million as of December 31, 1993. These amounts are reflected in long-term receivables with an offsetting reserve in other deferred credits. Cajun's weak financial condition may affect the ultimate collectibility of the amounts owed to GSU, including any amounts that may be awarded in litigation. GSU has been informed that Cajun has serious financial problems including a finding during 1994 of imprudence by the LPSC on Cajun's participation in the River Bend nuclear project. Cajun's weak financial condition could have a material adverse effect on GSU, including the possibility of an NRC action with respect to the operation of River Bend and a need to bear additional costs associated with the co-owned facilities. In September 1994, in connection with Entergy Corporation's analysis of certain preacquisition contingencies, Entergy Corporation increased its acquisition adjustment and GSU recorded a loss provision associated with the River Bend litigation between GSU and Cajun and certain underpayments by Cajun of River Bend costs, in accordance with SFAS No. 5, "Accounting for Contingencies." See Note 8 for additional information on provisions for preacquisition contingencies recorded during the third quarter of 1994. 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 $91 million as of September 30, 1994. GSU further estimates that if it prevails in its May 1992 motion for rehearing, Cajun would owe GSU approximately $127 million as of September 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 approximately $83 million as of September 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 $156 million as of September 30, 1994. This amount is reflected in long-term receivables with an offsetting reserve in other deferred credits. 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. 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 $614 $560 $550 $1,414 AP&L $177 $172 $175 $ 112 GSU $135 $128 $119 $ 214 LP&L $142 $143 $142 $ 165 MP&L $116 $ 63 $ 63 $ 228 NOPSI $ 24 $ 26 $ 26 $ 81 System $ 18 $ 22 $ 23 $ 615 Energy 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. On October 5, 1994, the APSC issued an order approving AP&L's updated decommissioning costs to be included in rates through a rate rider. As of January 1994, LP&L began funding $4.8 million annually to fund the increased estimated costs for decommissioning Waterford 3. In August 1994, LP&L filed its recently revised cost study in connection with the LPSC's investigation of LP&L's rates (see Note 2). In October 1994, GSU presented the 1991 update to the 1985 original decommissioning cost study in the current Texas Cities rate proceeding. The staff of the SEC has questioned certain of the current accounting practices of the electric utility industry, regarding the recognition, measurement, and classification of decommissioning costs for nuclear generating stations in the financial statements of electric utilities. In response to these questions, the Financial Accounting Standards Board has agreed to review the accounting for removal costs, including decommissioning. If current electric utility industry accounting practices for such decommissioning are changed, annual provisions for decommissioning could increase, the estimated cost for decommissioning could be recorded as a liability rather than as accumulated depreciation, and trust fund income from the external decommissioning trusts could be reported as investment income rather than as a reduction to decommissioning expense. 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 September 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 $27.7 million since 1990. Through September 30, 1994, GSU has expended $7.3 million cumulatively on the cleanup, resulting in a remaining recorded liability of $20.4 million as of September 30, 1994. LP&L In 1993, the Louisiana Department of Environmental Quality issued new rules for solid waste regulation, including waste water impoundments. LP&L has determined that certain of its power plant waste water sites are affected by these regulations and has chosen to close them rather than retrofit and permit them. In September 1994, LP&L recorded a liability of $9.7 million for costs related to the closure of these waste water sites. 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 further 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 September 30, 1994, LP&L's total equity capital was 49.34% of adjusted capitalization, and its fixed charge coverage ratio was 3.01. LP&L did not exercise its option to repurchase the undivided interests in Waterford 3 on the fifth anniversary (September 1994) of the closing date of the sale and leaseback transactions. As a result, LP&L was required to provide collateral to the Owner Participants for the equity portion of certain amounts payable by LP&L under the lease. Such collateral was in the form of a new series of first mortgage bonds in the aggregate principal amount of $208.2 million issued by LP&L in September 1994, under its first mortgage bond indenture. 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 September 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 1.96. 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 September 30, 1994, System Energy's common equity would have been approximately 32% of its adjusted capitalization, and its fixed charge coverage ratio would have been approximately 1.27. System Energy expects that after 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. Internal Revenue Service Tax Audit Entergy In August 1994, Entergy received an IRS report covering the federal income tax audit of Entergy Corporation and subsidiaries for the years 1988 - 1990. The report asserts an $80 million tax deficiency for the 1990 consolidated federal income tax returns related primarily to the application of accelerated investment tax credits associated with Waterford 3 and Grand Gulf nuclear plants. Entergy believes there is no tax deficiency and is vigorously contesting the proposed assessment. 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. In August 1994, the Appellate Court issued a third opinion in the Rate Appeal, further revising its September 1993 opinion. In the August 1994 opinion, the Appellate Court affirmed the district court's decision that there was substantial evidence to support the PUCT's 1988 decision not to include the 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. In its August 1994 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 and changed that order to provide that GSU's deferred River Bend carrying costs included in the Allowed Deferrals should also be included in rate base. The Appellate Court's August 1994 opinion affirmed the PUCT's original order in this case. The Appellate Court's August 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 October 1994, the Appellate Court denied GSU's motion for rehearing on the August 1994 opinion as to the $1.4 billion in River Bend construction costs and other matters. GSU plans to appeal the Appellate Court's decision to the Texas Supreme Court. As of September 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 operating and carrying cost deferrals totaled (net of taxes) approximately $14 million, $297 million (both net of depreciation), and $170 million, respectively. Allowed Deferrals were approximately $90 million, net of taxes and amortization, as of September 30, 1994. GSU estimates it has collected approximately $153 million of revenues as of September 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 or reserves 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 September 30, 1994, of up to $311 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 net of tax 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 was filed with FERC on October 7, 1994. FERC has not approved the proposed settlement, and therefore, the effects of the settlement have not been recorded. The proposed settlement would require System Energy to refund or credit approximately $61.7 million to AP&L, LP&L, MP&L, and NOPSI, which would in turn make refunds or credits 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 June 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 third quarter of 1994, it would have reduced Entergy Corporation's consolidated net income for the quarter and nine months ended September 30, 1994, by approximately $68.2 million, offset by the write-off of the unamortized balances of related deferred investment tax credits of approximately $69.4 million ($2.9 million for Entergy Corporation; $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. 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 waive temporarily 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 provided 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 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 that GSU believes supports the current rate level. GSU filed the same information with the PUCT in June 1994, pursuant to provisions of the Merger. 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, and any resulting rate reduction could be applied retroactively to March 31, 1994, in accordance with the Merger agreement. In September 1994, various cities adopted ordinances directing GSU to reduce its Texas retail rates by $45.9 million. GSU has appealed the cities' ordinances to the PUCT where the reasonableness of GSU's rates will be reviewed. Hearings are scheduled to begin in November 1994. LPSC Investigation Entergy Corporation, GSU, and LP&L In May 1994, GSU made the required first post-Merger earnings analysis filing with the LPSC, which indicated a revenue deficiency of $46.4 million. On September 22, 1994, LPSC consultants recommended that GSU base rates be reduced by $30 million. On November 7, 1994, LPSC consultants filed additional testimony which recommended lowering GSU's rate reduction to $10.8 million from the previously recommended $30 million rate reduction. Hearings are scheduled to begin on November 14, 1994. 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 filed a performance-based formula rate plan with the LPSC. The proposed formula rate plan would continue existing LP&L rates at current levels, while providing financial incentive to reduce costs and maintain high levels of customer satisfaction and system reliability. A performance rating adjustment feature of the plan would allow LP&L the opportunity to earn a higher rate of return if it improves performance over time. Conversely, if performance declines, the rate of return LP&L could earn would be lowered. This provides financial incentive for LP&L to maintain continuous improvement in all three performance categories (customer price, customer satisfaction, and customer reliability). Under the proposed plan, if LP&L's earnings fall within a bandwidth around a benchmark rate of return, there would be no adjustment in rates. If LP&L's earnings are above the bandwidth, the proposed plan would automatically reduce LP&L's base rates. Alternatively, if LP&L's earnings are below the bandwidth, the proposed plan would automatically increase LP&L's base rates. The reduction or increase in base rates would be an amount representing 50% of the difference between the earned rate of return and the nearest limit of the bandwidth. In no event would the annual adjustment in rates exceed 2% of LP&L's retail revenues. Hearings are scheduled to begin in February 1995. 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 totaled approximately $110.3 million, $28.6 million, and $73.8 million for the System, AP&L, and MP&L, respectively, with $79.8 million, $17.0 million, and $61.0 million of these amounts 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 15, 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, representing approximately 86% of the total estimated ice storm costs. 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 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, and in September 1994, the MPSC approved the stipulation. Under the stipulation, MP&L will implement for five years, an ice storm rider schedule, which went into effect on September 29, 1994, 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 a 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 has been and will continue to 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. On November 1, 1994, NOPSI filed with the Council an analysis of its earnings for the test year ended September 30, 1994, which indicated a rate reduction/credit of approximately $24 million is required. The Council is expected to order a hearing in the fourth quarter of 1994 to render a final decision on the actual amount, method, and timing of the credit. 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, a refund of $13.1 million, which was not contested under a recent Louisiana Supreme Court decision as discussed below, was made through a billing credit on August bills. In August 1994, GSU appealed the remaining portion of the LPSC ordered refund to the district court. GSU has made no reserve for the remaining portion, pending outcome of the district court appeal. 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. 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 September 30, 1994, the System operating companies and System Energy had no outstanding borrowings from the Money Pool. As of September 30, 1994, Entergy Corporation, the System operating companies, and System Energy had outstanding short-term borrowings from banks as follows (in millions): Company Banks Entergy Corporation - AP&L $34.0 GSU - LP&L $19.2 MP&L $30.0 NOPSI - System Energy - As of September 30, 1994, GSU had unused lines of credit for short-term borrowings of $5.0 million. NOTE 4. PREFERRED AND COMMON STOCK Entergy Corporation Entergy Corporation periodically repurchases 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 nine months of 1994, 4,035,000 shares of common stock were repurchased and were accounted for as treasury stock using the average cost method at a cost of $119.5 million. In August 1994, 1,230,000 shares of the common stock repurchased were retired. AP&L During the first nine months of 1994, AP&L redeemed the following series of preferred stock pursuant to sinking fund requirements: Redemption Date Series Par Value Shares 1/1/94 13.28% Series $25 200,000 6/1/94 9.92% Series $25 80,000 7/1/94 10.60% Series $100 20,000 On November 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, 25,000 shares of its 8.52% Series Preferred Stock, $100 par value. GSU GSU has requested, but 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 During the first nine months of 1994, LP&L redeemed the following series of preferred stock pursuant to sinking fund requirements: Redemption Date Series Par Value Shares 2/1/94 12.64% Series $25 300,000 5/2/94 14.72% Series $25 416 7/1/94 10.72% Series $25 240,000 On October 1, 1994, LP&L redeemed, pursuant to sinking fund requirements, 61,121 shares of its 13.12% Series Preferred Stock, $25 par value, which represented the remaining outstanding shares of this series. MP&L During the first nine months of 1994, MP&L redeemed the following series of preferred stock pursuant to sinking fund requirements: Redemption Date Series Par Value Shares Date 1/1/94 9.76% Series $100 70,000 3/1/94 12.00% Series $100 10,000 7/1/94 9.00% Series $100 70,000 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 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 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 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 7.375% 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. During the first nine months of 1994, AP&L redeemed the following first mortgage bonds pursuant to sinking fund requirements: Redemption Date Series Principal (in thousands) 2/1/94 8.75% Series Due 1998 $400 5/1/94 6.25% Series Due 1996 $200 8/1/94 9.75% Series Due 2000 $200 GSU GSU has requested, but 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, but not yet received, 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 the refunding of approximately $310 million of intermediate-term and long-term bonds issued by the Owner Trustee to acquire interests in Waterford 3 in 1989. Such bonds became optionally redeemable in July 1994. On July 20, 1994, LP&L entered into arrangements with the Parish of St. Charles, Louisiana, for the issuance of $20.4 million of its 6-7/8% Environmental Revenue Bonds due 2024. During the first nine 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. 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 $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 October 28, 1994, Entergy Corporation's Board of Directors declared a common stock dividend of 45 cents per share payable on December 1, 1994. NOTE 7. NEW ACCOUNTING STANDARDS SFAS 115 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, as of September 30, 1994, the System has recorded on the balance sheet an additional $9.1 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. SFAS 116 In the third quarter of 1994, the System adopted the provisions of SFAS No. 116, "Accounting for Contributions Received and Contributions Made." As a result, the System recorded a liability of approximately $10.8 million for contribution commitments. NOTE 8. PREACQUISITION CONTINGENCIES Entergy Corporation and GSU See pages 103 and 180 of the Form 10-K for a discussion of accounting for preacquisition contingencies in connection with the Merger. Entergy Corporation has completed its analyses with respect to certain GSU preacquisition contingencies and has revised the allocation of the purchase price for a number of preacquisition contingencies. In September 1994, GSU wrote-off assets or recorded liabilities totaling approximately $67.8 million net of tax for the Cajun-River Bend litigation, unfunded Cajun-River Bend costs, environmental cleanup costs, obsolete spare parts, and Louisiana River Bend rate deferrals previously disallowed by the LPSC (see pages 86 and 165 of the Form 10-K). Entergy Corporation is continuing its analyses of certain other preacquisition contingencies and additional adjustments to the allocation of the purchase price may occur in the fourth quarter of 1994. NOTE 9. RESTRUCTURING COSTS Entergy, AP&L, GSU, LP&L, MP&L, and NOPSI During the third quarter of 1994, Entergy announced a restructuring program related to certain of its operating units. The program is designed to reduce costs, improve operating efficiencies, and increase shareholder value in order to enable Entergy to become a low-cost producer. The program includes reductions in the number of employees and the consolidation of offices and facilities. In the third quarter of 1994, AP&L, GSU, LP&L, MP&L, and NOPSI recorded restructuring charges of $7.9 million, $6.1 million, $3.3 million, $2.2 million, and $2.8 million respectively. These charges primarily include employee severance costs related to the expected termination of approximately 1,084 employees. As of September 30, 1994, no employees have been terminated and no termination benefits have been paid under this restructuring program. Additionally, GSU recorded $23.8 million in the third quarter of 1994 for remaining severance and augmented retirement benefits related to the Merger. __________________________________________ 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 third quarter and first nine 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 does require significant capital resources for the periodic maturity of certain series of debt and preferred stock and ongoing construction expenditures. 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 nine months ended September 30, 1994 and 1993, was as follows (in millions): Nine Months Nine Months Company Ended 9/30/94 Ended 9/30/93 Entergy * $1,120.6 $776.4 AP&L $ 256.8 $269.5 GSU $ 278.3 $173.2 LP&L $ 304.5 $225.4 MP&L $ 154.4 $109.8 NOPSI $ 61.0 $ 21.6 System Energy $ 206.9 $253.4 * Entergy's net cash flow from operations for the nine months ended September 30, 1993, excludes GSU because the Merger was not yet consummated. In the first nine 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 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 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. In October 1994, Entergy Corporation invested $50 million in the Hub River Company which is constructing a generating station near Karachi, Pakistan. 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 $309.5 million in the first nine months of 1994. Declarations of dividends on common stock are made at the discretion of Entergy Corporation's Board of Directors (Board). Management will 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 nine months of 1994, these common stock dividend payments totaled $621.2 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 timing and amount of such repurchases depend upon market conditions and authorization from the Board. See Note 4 for additional information. Entergy Corporation has requested, but not yet received, 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. Earnings coverage tests, bondable property additions, and equity ratio requirements (in the case of System Energy) 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 September 30, 1994, and an assumed annual interest or dividend rate of 9.25%, 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 $239 $348 GSU $ - $ - LP&L $ 87 $513 MP&L $246 $ 81 NOPSI $ 88 $ 88 System $295 * Energy * System Energy's charter does not provide for the issuance of preferred stock. In addition, the System operating companies and System Energy have the conditional ability to issue bonds against the retirement of bonds, in some cases without meeting an earnings coverage test. As a result of the charges recorded in the third quarter of 1994 as discussed in Notes 8 and 9, GSU is currently precluded from issuing first mortgage bonds under its earnings coverage test. However, GSU has the ability to issue up to approximately $526 million of first mortgage bonds against previously retired bonds. 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 In September 1994, Entergy Corporation completed its analyses with respect to certain preacquisition contingencies and revised the allocation of the purchase price for a number of preacquisition contingencies. In accordance with the purchase method of accounting, Entergy Corporation increased its acquisition adjustment and GSU reduced net income by approximately $67.8 million net of tax. See Notes 2 and 8 for additional information on provisions for preacquisition contingencies recorded in September 1994. 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 additional net losses being reported by GSU 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 System Energy with 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 was filed with FERC on October 7, 1994. FERC has not approved the proposed settlement, and therefore, the effects of the settlement have not been recorded. The proposed settlement, which is subject to approval by FERC, would require System Energy to refund or credit approximately $61.7 million to AP&L, LP&L, MP&L, and NOPSI, which would in turn make refunds or credits 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 June 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. However, there can be no assurance that FERC will ultimately approve the settlement in its current form. See Note 2 for additional information. Also, see Note 1 for certain restrictions on the payment of common dividends by System Energy in connection with the proposed settlement. 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. 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 a rate freeze, will be accomplished by means of a credit (to be expressed on a per KWH basis) to customers' bills. On November 1, 1994, NOPSI filed with the Council an analysis of its earnings for the test year ended September 30, 1994, which indicated a rate reduction/credit of approximately $24 million is required. RESULTS OF OPERATIONS ENTERGY On December 31, 1993, GSU became a subsidiary of Entergy Corporation. In accordance with the purchase method of accounting, the nine months ended September 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. In the third quarter of 1994, Entergy recorded certain one- time, non-recurring charges which significantly affected results of operations as discussed below. These one-time charges included, among other things, Merger related costs and restructuring costs (see Note 9). Net Income Consolidated net income decreased $151.5 million in the third quarter of 1994 due primarily to decreased revenues, increased merger-related costs, certain restructuring costs, and decreased miscellaneous income - net, partially offset by a decrease in interest expense as explained below. Consolidated net income decreased in the first nine months of 1994 due primarily to the one-time recording in 1993 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 decreased in the first nine months of 1994 by approximately $150.2 million. This resulted from a decrease in retail revenues, increased merger related costs, certain restructuring costs, and decreased miscellaneous income - net, partially offset by 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 third quarter and first nine 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 decreased $178.5 million in the third quarter due primarily to lower retail energy sales and decreased unbilled revenues resulting from cooler than normal summer weather as compared to 1993. Additionally, revenues were lower due to decreased fuel adjustment revenues and rate reductions at GSU and MP&L, and decreased fuel adjustment revenues at NOPSI. Electric operating revenues decreased $31.0 million in the first nine months of 1994 due primarily to rate reductions at GSU, MP&L, and NOPSI, and decreased unbilled revenues, partially offset by increased retail energy sales. Gas operating revenues increased $8.9 million in the first nine months of 1994 due primarily to increased retail sales resulting from colder than normal winter weather, partially offset by lower gas sales in the third quarter of 1994 due to a warmer than normal spring. Expenses Fuel for electric generation and fuel-related expenses decreased $60.3 million in the third quarter of 1994 due primarily to decreased energy sales as discussed in "Revenues and Sales" above. Purchased power decreased $27.0 million in the third quarter of 1994 due primarily to decreased power purchases from nonassociated utilities due to changes in generation requirements for the System operating companies resulting primarily from decreased energy sales and fuel-related costs. Other operation and maintenance expenses increased in the third quarter of 1994 due primarily to increased GSU merger related costs, as discussed in Note 9, increased storm damage costs and environmental reserves, and recognition of certain restructuring costs. Nuclear refueling outage expenses decreased $5.9 million in the first nine months of 1994 due primarily due to Grand Gulf outage expenses incurred in the third quarter of 1993 and lower outage expense accruals at River Bend. Income taxes decreased in the third quarter and first nine months of 1994 due primarily to lower pre-tax book income. The amortization of rate deferrals increased $33.6 million in the first nine 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 $7.7 million in the third quarter and $31.5 million for in the first nine months of 1994 due primarily to the refinancing of high cost debt. Preferred dividend requirements decreased $1.6 million in the third quarter and $9.4 million for the first nine months of 1994 due primarily to stock redemption activities. Other Miscellaneous income - net decreased $22.6 million in the third quarter and $43.9 million in the first nine months of 1994 due primarily to amortization of plant acquisition adjustments related to the Merger, the early adoption of SFAS No. 116, as discussed in Note 7, and reduced Grand Gulf 1 carrying charges at AP&L. AP&L Net Income Net income decreased in the third quarter of 1994 due primarily to decreased operating revenues and increased operating and maintenance expenses. Net income decreased in the first nine 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 $27.4 million. This decrease is due primarily to increased operation and maintenance expense as a result of restructuring costs and storm damage activity in the second and third quarters of 1994. Significant factors affecting the results of operations and causing variances between the third quarters and first nine 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 decreased in the third quarter of 1994 due to lower retail energy sales. Electric operating revenues also decreased due to decreased collections of Grand Gulf 1-related costs and lower fuel adjustment revenues, which do not impact net income. Total sales increased in the third quarter due primarily to increased sales for resale to associated companies, caused by changes in generation availability and requirements among the System operating companies, partially offset by lower retail sales due to a cooler summer than prior year. Electric operating revenues and sales increased in the first nine months of 1994 due primarily to an increase in sales for resale to associated companies caused by changes in generation availability and requirements among the System operating companies, and increased commercial and industrial sales, partially offset by decreased collections of Grand Gulf 1-related costs and decreased recovery of fuel-related costs, which do not impact net income. Expenses Purchased power decreased in the third quarter of 1994 as a result of lower prices, partially offset by an increase in the amount of power purchased. Other operation and maintenance expense increased in the third quarter and first nine months of 1994 due primarily to storm damage costs and restructuring costs as discussed in Note 9. Depreciation and decommissioning expense increased in the third quarter and first nine months of 1994 due primarily to additions and upgrades to the ANO isometric drawing and financial management systems, and to additions and replacements to the ANO steam generator and plant monitoring systems. The amortization of rate deferrals decreased in the third quarter of 1994 due primarily to reduced Grand Gulf 1 carrying charges. Total income taxes decreased in the third quarter and first nine months of 1994 due to lower pretax income. Other Miscellaneous income - net decreased in the third quarter of 1994 due primarily to reduced Grand Gulf 1 carrying charges. GSU Net Income Net income decreased in the third quarter and first nine months of 1994 primarily due to write-offs associated with certain preacquisition contingencies as discussed in Note 8, and additional merger related costs, and restructuring costs as discussed in Note 9. Significant factors affecting the results of operations and causing variances between the third quarter and first nine 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 decreased in the third quarter of 1994 due primarily to lower retail revenues partially offset by increased sales for resale. The decrease in electric operating revenues was primarily due to a decrease in fuel recovery revenue, current and prior year rate reductions in Texas and a cooler summer than the prior year, which offset the increase in wholesale revenues. Energy sales increased due to higher sales for resale as a result of GSU's participation in the System power pool. Operating revenues increased slightly in the first nine months of 1994 due primarily to increased wholesale revenues associated with higher sales for resale partially offset by lower retail revenues. The decrease in retail revenues is primarily due to a decrease in fuel recovery revenue and a November 1993 rate reduction in Texas, partially offset by favorable weather in the first and second quarters as compared to the prior year. Sales for resale increased as a result of GSU's participation in the System power pool. Expenses Purchased power increased in the third quarter and first nine months of 1994 due to GSU's participation in joint dispatching through the System power pool resulting from increased energy sales as discussed above. In addition, the increase in purchased power expense for the first nine months of 1994 was also due to the recording of a provision for refund of disallowed purchased power costs resulting from a Louisiana Supreme Court ruling in the second quarter as discussed in Note 2. Fuel, fuel-related expenses and gas purchased for resale decreased in the third quarter of 1994 primarily due to lower gas prices. Operation and maintenance expenses increased in the third quarter and first nine months of 1994 due primarily to charges associated with certain preacquisition contingencies as discussed in Note 8, additional merger related costs, and restructuring costs as discussed in Note 9. Income taxes decreased in the third quarter and first nine months of 1994 due primarily to lower pretax income. Taxes other than income taxes decreased in the first nine months of 1994 due to a $15.1 million franchise tax refund. Other Miscellaneous income - net decreased in the third quarter and first nine months of 1994 due primarily to certain preacquisition contingencies as discussed in Note 8, including Cajun River Bend litigation, the write-off of previously disallowed rate deferrals, and obsolete spare parts. Income taxes decreased in the third quarter and first nine months of 1994 due primarily to the charges discussed above. LP&L Net Income Net income decreased in the third quarter of 1994 due primarily to decreased operating revenues and increased other operation and maintenance expenses. For the first nine months of 1994 net income decreased primarily due to higher operation and maintenance expenses. Significant factors affecting the results of operations and causing variances between the third quarters and first nine 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 lower in the third quarter of 1994 primarily due to decreased retail and wholesale revenues. The decrease in retail energy sales is primarily due to a cooler summer than the prior year which reduced sales to residential and commercial customers partially offset by higher industrial sales. Lower sales for resale to associated and nonassociated companies also contributed to the decrease in electric operating revenues for the third quarter of 1994. In addition, completion of the amortization of the proceeds resulting from litigation with a gas supplier resulted in decreased other operating revenues for the third quarter and first nine months of 1994. Electric operating revenues were slightly higher during the first nine months of 1994 primarily due to higher fuel adjustment revenues, which do not affect net income, and increased retail energy sales, partially offset by lower wholesale and other operating revenues. Expenses Operating expenses decreased for the third quarter of 1994 primarily due to lower purchased power and income tax expense partially offset by higher other operation and maintenance expenses. Other operation and maintenance expense increased primarily due to the impact of expenses related to restructuring costs as discussed in Note 9 and power plant waste water site closures as discussed in Note 1. Purchased power decreased primarily due to lower cost. The decrease in income tax expense reflects lower pretax book income for the third quarter of 1994. Operating expenses increased slightly for the first nine months of 1994 primarily due to higher fuel and other operation and maintenance expense partially offset by lower income tax expense. The increase in fuel expense for the first nine months of 1994 is primarily due to an increase in deferred fuel expense related to the over-recovery of fuel cost in the current period. Other operation and maintenance expense increased for the first nine months of 1994 primarily due to third quarter expenses related to restructuring costs as discussed in Note 9, and power plant waste water site closures as discussed in Note 1. The decrease in income tax expense reflects lower pretax book income for the first nine months of 1994. MP&L Net Income Net income decreased in the third quarter of 1994 due primarily to decreased electric operating revenues. Net income decreased in the first nine 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 $23.6 million. This decrease for the first nine months of 1994 is primarily due to decreased electric operating revenues. Significant factors affecting the results of operations and causing variances between the third quarters and first nine 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 decreased in the third quarter primarily due to the impact of the incentive rate plan that went into effect in March 1994, a cooler summer than the prior year period, and lower wholesale revenues. During the first nine months of 1994, electric operating revenues decreased primarily due to the second quarter incentive rate plan, partially offset by higher energy sales and higher fuel adjustment revenues that do not effect net income. In addition to the factors cited above for revenues, accrued unbilled revenues decreased due to a change in the cycle billing dates offset by an increase in billed revenues. This decrease was partially offset by increased retail energy sales resulting from increased commercial and industrial sales. Expenses Fuel for electric generation and fuel-related expenses decreased in the third quarter of 1994 due primarily to improved generating efficiency at certain MP&L plants. Fuel for electric generation and fuel-related expenses increased in the first nine 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 third quarter and first nine months of 1994 due primarily to changes in generation availability and requirements among the System operating companies. A lower per unit price for power purchased also contributed to the decrease in purchased power in the third quarter of 1994. The amortization of rate deferrals increase in the third quarter and first nine months of 1994 reflected the fact that MP&L, based on the Revised Plan, collected more Grand Gulf 1-related costs from its customers in the third quarter and first nine months of 1994 than it recovered in the same period in 1993. Income taxes decreased in the first nine months due primarily to lower pretax income. NOPSI Net Income Net income decreased in the third quarter of 1994 due primarily to lower operating revenues partially offset by lower operating expenses. Net income decreased for the first nine 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 nine months of 1994 by $14 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 third quarters and first nine 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 decreased in the third quarter due primarily to a decrease in energy sales and lower fuel adjustment revenues. The decrease in electric operating revenues in the first nine months of 1994 was due primarily to the recording of a reserve as discussed in "Net Income" above. Electric energy sales decreased in the third quarter due primarily to a decrease in residential sales resulting from a cooler summer than the prior year. Electric energy sales were flat for the first nine months of 1994 due primarily to a slight increase in retail sales resulting from a colder winter and warmer spring weather than in the previous year, offset by a decrease in sales for resale. For the first nine 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 and third quarter gas sales. Expenses Fuel for electric generation and fuel-related expenses decreased in the third quarter of 1994 due primarily to a decrease in energy sales as discussed in "Revenue and Sales" above, and lower gas fuel costs. The decrease in fuel price for the third quarter of 1994 was partially offset by an increase in deferred fuel expense due to the over-recovery of fuel costs in the current period. For the first nine months of 1994 fuel for electric generation and fuel-related expenses increased due to higher deferred fuel expense partially offset by lower fuel costs relating to a change in the fuel mix from oil in the prior year to gas in the current period. Purchased power expense decreased in the third quarter and first nine months of 1994 due primarily to changes in generation requirements among the System operating companies and lower costs. Gas purchased for resale decreased for the third quarter of 1994 due to decreased gas sales. Income taxes decreased in the third quarter and first nine months due primarily to lower pretax income. The increase in the amortization of rate deferrals in the third quarter and the first nine 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 third quarter of 1994 due primarily to an adjustment in the third quarter of 1993 related to the recording of a reserve for revenues in the third 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. Net income decreased in the first nine months of 1994 due primarily to a lower rate of return on System Energy's decreasing investment in Grand Gulf 1, partially offset by a decrease in interest expense due to refinancing of high-cost long-term debt. Significant factors affecting the results of operations and causing variances between the third quarters and first nine 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 third quarter of 1994 due primarily to a lower return on System Energy's decreasing investment in Grand Gulf 1 (caused by depreciation of the unit) and increased expenses in connection with Grand Gulf 1 refueling outage in the third quarter of 1993. Operating revenues decreased in the first nine months due primarily to a lower return on System Energy's decreasing investment in Grand Gulf 1 and a decrease in fuel expenses. Expenses Fuel for electric generation and fuel-related expenses increased in the third quarter primarily due to per unit price. Fuel for electric generation and fuel-related expenses decreased in the first nine months primarily due to a lower per unit cost for nuclear fuel as a result of a favorable market for uranium. Income taxes decreased in the first nine months due primarily to lower pretax income and adjustments to the SFAS 109 deferred tax balances. Interest expense decreased in the first nine 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 and performance-based rate plans encourage efficiencies and productivity while permitting utilities and their customers 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 the APSC 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 that 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, but 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 its first post-Merger earnings 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 nine months of 1994, KWH sales to GSU's industrial customers at less than full cost of service, which make up approximately 28% of the total industrial class, increased 15%. Sales to the remaining industrial customers increased 1%. 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 filed a performance-based formula rate plan with the LPSC. The proposed formula rate plan would continue existing LP&L rates at current levels, while providing financial incentive to reduce costs and maintain high levels of customer satisfaction and system reliability. Hearings are scheduled to begin in February 1995. 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 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 ($170 million net of tax) of Texas retail jurisdiction deferred River Bend operating and carrying costs. System Energy FERC Audit - Proposed Settlement 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 nine months of 1994, Entergy Corporation's nonregulated investments reduced consolidated net income by approximately $19.3 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 September 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 nine months ended September 30, 1994, GSU recorded revenues resulting from the sale of electricity from the deregulated asset plan of approximately $26.2 million. Operation and maintenance expenses, including fuel, were approximately $31.3 million, and depreciation expense associated with the deregulated asset plan investment was approximately $12.3 million for the nine months ended September 30, 1994. For the first nine months of 1994, GSU recorded nonfuel revenue of $24.3 million (included in the $26.2 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 (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 GSU/Louisiana Phase 1 fuel review case and ordered GSU to refund approximately $27 million to its customers. Under the order, a refund of $13.1 million, which was not contested under a recent Louisiana Supreme Court decision as discussed in Note 2, was made through a billing credit on August bills. In August 1994, GSU appealed the remaining portion of the LPSC ordered refund to the district court. GSU has made no reserve for the remaining portion, pending outcome of the district court appeal. 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 See Note 2 and also see pages 20-22, 80-82, and 160-163 of the Form 10-K, pages 44-46 of the First Quarter Form 10-Q, and pages 44-47 and 70-71 of the Second Quarter Form 10-Q, for a discussion of outstanding appeals and remands regarding approximately $1.4 billion of abeyed company-wide River Bend plant costs and approximately $157 million of Texas retail jurisdiction deferred River Bend operating and carrying costs. See Note 1 and also see pages 40-42, 94-95, and 172-173 of the Form 10-K, pages 39-40 and 70 of the First Quarter Form 10-Q, and pages 39-40 of the Second Quarter Form 10-Q, for a discussion of proceedings between GSU and Cajun. LPSC Fuel Cost Review GSU See pages 23 and 165 of the Form 10-K, page 49 of the First Quarter Form 10-Q, and pages 50 and 71 of the Second Quarter Form 10-Q, for a discussion of an LPSC ordered refund to GSU customers. In August 1994, GSU appealed the contested portion of the LPSC ordered refund to the district court. Cajun/Jefferson Davis GSU See page 40 of the Form 10-K for a discussion of a suit brought against GSU by Cajun and Jefferson Davis for failing to provide transmission services. On March 21, 1994, FERC issued an order affirming the ALJ and dismissing Cajun's complaint, finding that GSU properly exercised its contractual right to refuse to provide the service. On August 3, 1994, FERC denied rehearing. On August 12, 1994, Cajun filed a petition for review of FERC's orders in the United States Court of Appeals for the District of Columbia Circuit. The matter is pending. Least Cost Planning AP&L, GSU, LP&L, MP&L, and NOPSI See pages 8-9, 19, 23, 25-27, 76, 122, 197, 232, and 264 of the Form 10-K, page 67 of the First Quarter Form 10-Q, and page 72 of the Second Quarter Form 10-Q, for a discussion of Least Cost Planning. 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 October 5, 1994, the APSC issued an order that suspended the individual dockets and established a new one. Hearings are scheduled to begin in April 1995. On September 28, 1994, LP&L and NOPSI filed a report with the Council that discussed Entergy's Least Cost Plan activities in other jurisdictions and described the motivations for these activities. LP&L and NOPSI also filed a motion requesting that the Council defer the filing of a new Least Cost Plan, which the existing Least Cost Plan Ordinance required on December 1, 1994. On October 6, 1994, the Council approved an amendment to the City Code that rescinded the December 1, 1994 filing requirement and allowed the Council to set a future date for a new filing. The Council's actions also established that there would be a set of hearings to consider a wide range of Least Cost Plan issues, and that a new filing date would be established following these hearings. These rulings do not affect the ongoing DSM programs that LP&L and NOPSI are currently implementing in the City. System Agreement Entergy Corporation, AP&L, LP&L, MP&L, and NOPSI See pages 67-68 of the First Quarter Form 10-Q, and page 73 of the Second Quarter Form 10-Q for a discussion related to FERC's 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. Entergy submitted testimony on September 23, 1994, describing the impacts (not including interest) on Service Schedule MSS-1 calculations during the period 1987 through 1993. LP&L and MP&L would have been overbilled by $10.6 and $8.8 million , respectively, and AP&L and NOPSI would have been underbilled by $6.3 and $13.1 million, respectively. Merger-Related Proceedings Entergy Corporation and GSU a) See pages 19, 83, and 163 of the Form 10-K, page 69 of the First Quarter Form 10-Q, and page 74 of the Second Quarter Form 10-Q, for information on a GSU cost-of-service study filed with the PUCT and Texas Cities. 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. In September 1994, various cities adopted ordinances directing GSU to reduce its rates on a Texas retail basis by $45.9 million. GSU has appealed the cities' ordinances to the PUCT where the reasonableness of GSU's rates will be reviewed. The PUCT has scheduled a hearing on the merits for November 21, 1994. Final action by the PUCT is expected in March 1995. GSU can provide no assurance as to the ultimate outcome in this matter; however, any rate reduction could be retroactive to March 31, 1994. b) See page 38 of the Form 10-K, page 69 of the First Quarter Form 10-Q, and page 74 of the Second Quarter Form 10-Q, for information on parties contesting FERC's order approving the Merger. On August 9, 1994, Cajun filed a motion for remand and partial summary grant of its petition for review. Cajun argued that FERC's orders approving the Merger relied on the Entergy transmission service tariff and because of the D.C. Circuit's opinion finding the transmission tariff to be flawed (see "Open Access Transmission" below), the Court should summarily grant Cajun's petition for review, in part, and remand these matters to FERC for further proceedings. Entergy responded that judicial economy would best be served by holding the case in abeyance until FERC addresses the transmission tariff. On September 6, 1994, Occidental Chemical Corporation (OCC) and Arkansas Electric Energy Consumers (AEEC) filed a motion for remand and partial summary disposition, to FERC for a full evidentiary hearing on Merger competition issues. OCC and AEEC opposed any delay of a remand by holding the proceedings in abeyance because it would allegedly serve to prolong the present potential for anticompetitive harm. Entergy opposed the OCC and AEEC motion in a response filed on September 16, 1994, arguing that OCC and AEEC provided no basis for FERC to hold an evidentiary hearing on the competitive impacts of the Merger. FERC also opposed the OCC and AEEC motion, requesting again that the Court hold the proceedings in abeyance. The motions filed by Cajun, OCC and AEEC are pending. c) As discussed on page 38 of the Form 10-K, petitions for review of the SEC order approving various aspects of the Merger were filed with the D.C. Circuit in February 1994 by Houston Industries Incorporated, Houston Lighting and Power Company, and Cajun. These petitions have been consolidated. In September 1994, the SEC filed a motion with the D.C. Circuit seeking a remand of the Merger proceedings to the SEC to permit the agency to supplement or amend its findings and order regarding the Merger's anti-competitive effects in light of the July 12, 1994, opinion of the D.C. Circuit which overturned certain findings of FERC regarding the Entergy System's "open access" transmission tariff (see page 75 of the Second Quarter Form 10-Q). The matter is pending before the D.C. Circuit. d) See page 31 of the Form 10-K for information on Cajun's suit claiming that the NRC erred by issuing two license amendments for River Bend. On August 23, 1994, the NRC issued an order disallowing GSU's appeal in the ASLB proceeding and upholding the ASLB's January 27, 1994 order. A hearing on the proceeding before the ASLB on Cajun's contention has been set for May 9, 1995. FERC Audit - Proposed Settlement Entergy Corporation and System Energy See Note 2 and also see pages 16, 84-85, and 296-297 of the Form 10-K, pages 46-47 of the First Quarter Form 10-Q, and pages 47-48, and 75 of the Second Quarter Form 10-Q, for information on a proposed settlement of a FERC audit of System Energy. On October 7, 1994, System Energy filed with FERC for approval of the proposed settlement. Open Access Transmission Entergy Corporation, AP&L, GSU, LP&L, MP&L, and NOPSI See page 17 of the Form 10-K and page 75 of the Second Quarter Form 10-Q for a discussion of various petitions filed 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 August 23, 1994, Entergy submitted a letter to FERC in connection with the D.C. Circuit's remand. Entergy committed to revise its transmission service tariff to facilitate the expeditious resolution of the case and to provide "comparability of service" over the Entergy transmission network. Entergy further committed that the revised transmission service tariff would withdraw the specific provisions regarding recovery of stranded investment found problematic by the D.C. Circuit. To date, Entergy has not sought recovery of stranded investment costs in rates under the transmission tariffs and the remand to FERC is not expected to result in refunds of any amounts that have been collected pursuant to transmission tariffs. LPSC Investigation/Formula Rate Plan Entergy Corporation and LP&L See Note 2 and pages 75, 84, and 199 of the Form 10-K, pages 48 and 71 of the First Quarter Form 10-Q, and pages 49 and 76 of the Second Quarter Form 10-Q, for a discussion of an LPSC investigation and a subsequent LP&L formula rate plan filing with the LPSC. Incentive Rate Plan Entergy and MP&L See pages 25-26, 83-84, and 235-236 of the Form 10-K and page 76 of the Second Quarter Form 10-Q for a discussion of MP&L's incentive rate plan approved by the MPSC. On October 6, 1994, Mississippi Valley Gas filed a motion with the Mississippi Supreme Court to voluntarily dismiss its appeal. February 1994 Ice Storm Entergy Corporation, AP&L, and MP&L See Note 2 for a discussion of MP&L's rate recovery of the February 1994 ice storm damages. NRC Fine Entergy Corporation and LP&L On August 19, 1994, the NRC notified Entergy Operations that it will be fined $112,500 for violations at Waterford 3. Entergy Operations discovered and reported the problems which would have affected several engineered safety features related to the ventilation and filtration systems following a loss of their normal power supply. The problems were traced to a system design change installed in various systems between October 1992 and April 1993. Entergy Operations did not contest the fine. Spent Nuclear Fuel Entergy Corporation, AP&L, GSU, LP&L, and System Energy See pages 29, 97-98, 134, 175, 208-209, and 304 of the Form 10-K for information regarding spent nuclear fuel. Entergy Operations and System Fuels joined in lawsuits against the Department of Energy (DOE), seeking clarification of the DOE's responsibility to receive spent nuclear fuel beginning in 1998. The original suits, filed June 20, 1994, asked for a ruling that the Nuclear Waste Policy Act requires the DOE to begin taking title to the spent fuel and start removing it from nuclear power plants in 1998, a mandate for and court monitoring of DOE's nuclear waste management program to enable fuel acceptance beginning in 1998, and the potential for escrow of customer payments to the Nuclear Waste Fund. Municipalities Entergy Corporation, LP&L and MP&L On August 24, 1994, the Terrebonne Parish Council adopted an ordinance authorizing the Terrebonne Parish Consolidated Government (Government) to enter into negotiations with LP&L to settle a pending lawsuit filed by LP&L on March 27, 1992, against the Government and its Department of Utilities, pertaining to alleged unlawful actions in usurping certain service locations of LP&L. This ordinance also authorizes the Government to seek court action to expropriate LP&L's facilities in the city of Houma, but only in the event a settlement is not reached with respect to the pending lawsuit. The matter is pending. On October 11, 1994, twelve Mississippi cities filed a complaint in state court against MP&L and eight electric power associations seeking a judgment from the court declaring unconstitutional certain Mississippi statutes that establish the procedure that must be followed before a municipality can acquire the facilities and certificate rights of a utility serving in the municipality. Specifically, the suit requests that the court declare unconstitutional certain 1987 amendments to the Mississippi Public Utilities Act that require that the MPSC cancel a utility's certificate to serve in the municipality before a municipality may acquire a utility's facilities located in the municipality. The suit also requests that the court find that Mississippi municipalities can serve any consumer in the boundaries of the municipality (and within one mile thereof). Such a finding would be contrary to a number of Mississippi Supreme Court decisions that have held that a municipality cannot serve in another utility's service area even where the municipal boundaries extend into such service area. The matter is pending. Sales/Use Tax Issues Entergy Corporation, GSU, LP&L, and NOPSI The Louisiana Supreme Court (Court) recently issued an opinion (in a case in which none of the System companies is a party), holding, in part, that the Louisiana state legislature's suspension of state sales and use tax exemptions also has the effect of suspending exemptions from local sales and use taxes. The Court has granted an application for rehearing on this issue and, therefore, its decision is not yet final. However, if the Court's decision is not changed, previously exempt sales of electricity and gas, fuels and other items used to generate electricity in Louisiana by GSU, LP&L, and NOPSI, as well as other items exempt from sales and use taxes, could be subject to local sales and use taxes. If the Court's decision were to have retroactive application, GSU, LP&L, and NOPSI could be liable for back sales and use taxes. The final outcome of this matter cannot yet be determined, but a unfavorable result could have a material adverse effect upon Entergy, GSU, LP&L, and NOPSI. The matter is pending. See page 43 of the Form 10-K and page 77 of the Second Quarter Form 10-Q for a discussion of disputes and litigation between LP&L and tax authorities in St. Charles Parish, Louisiana (Parish), with respect to sales, use and lease taxes allegedly applicable to nuclear fuel. On October 13, 1994, Parish tax authorities sued LP&L and Entergy in the Civil District Court of Orleans Parish, Louisiana, claiming that $1.4 million of sales and use and lease taxes paid under protest by LP&L with respect to newly acquired nuclear fuel were not, in fact, paid under protest and should be disposed of by Parish, and that unspecified additional taxes, interest, and penalties are due. LP&L presently has a suit pending in Parish seeking to recover the $1.4 million in taxes paid under protest, and will contest the suit in Orleans Parish, which LP&L and Entergy believes is without merit. Item 5. Other Information River Bend Unplanned Outage Entergy Corporation and GSU On September 8, 1994, River Bend automatically shut down due to false high water signals. As River Bend was ready to begin operations on October 10, 1994, seepage was detected from some high pressure water lines. The lines were repaired and the unit was placed back in service on October 21, 1994. On October 28, 1994, the unit was shut down because of water leakage from a recirculating pump seal. The seal was repaired and the unit was placed back in service on November 3, 1994. Nonregulated Investments Entergy Corporation As discussed on page 3 of the Form 10-K and Page 75 of the First Quarter Form 10-Q, Entergy continues to consider opportunities to expand its business, including opportunities in overseas power development. In October 1994, Entergy Corporation invested $50 million in the Hub River Company which is constructing a generating station near Karachi, Pakistan. 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 third quarter of 1994, as reported by The Wall Street Journal as composite transactions, were $26 1/4 and $22 5/8, respectively, per share. For the twelve months ended September 30, 1994, Entergy Corporation paid common stock dividends in an aggregate amount of $1.80 per share. As of September 30, 1994, the consolidated book value of a share of Entergy Corporation's common stock was $28.46 and the last reported sale price of Entergy Corporation's common stock on September 30, 1994, was $23 1/4 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, September 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) 2.37 GSU 1.16 .80(i) 1.56 1.72 1.54 .84(i) LP&L 1.79 2.32 2.40 2.79 3.06 2.88 MP&L 1.04(e) 2.42 2.36 2.37 3.79(h) 2.26 NOPSI 1.89 2.73 5.66(g) 2.66 4.68(h) 3.18 System Energy -(f) 2.10 1.74 2.04 1.87 1.93 Twelve Months Ended December 31, September 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) 1.96 GSU (d) .66(i) .59(i) 1.19 1.37 1.21 .75(i) LP&L 1.39 1.87 1.95 2.18 2.39 2.32 MP&L 1.00(e) 1.93 1.94 1.97 3.08(h) 1.86 NOPSI 1.62 2.36 4.97(g) 2.36 4.12(h) 2.76 (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. Earnings for the twelve months ended September 30, 1994 were not adequate to cover fixed charges by $34.7 million. Earnings for the twelve months ended September 30, 1994 were not adequate to cover fixed charges and preferred dividends by $64.5 million. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits* 3(a) - Articles of Amendment dated August 1, 1994 and Restated Articles of Incorporation, as of December 21, 1983 of MP&L. ** 4(a) - Fiftieth Supplemental Indenture, dated as of September 1, 1994, supplementing and amending LP&L's Mortgage and Deed of Trust, dated as of April 1, 1994, as herefore supplemented and amended (filed as Exhibit A-4(c) to Rule 24 Certificate dated September 28, 1994 in File No. 70-7653). 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. 27(a) - Financial Data Schedule for Entergy Corporation and Subsidiaries as of September 30, 1994. 27(b) - Financial Data Schedule for AP&L as of September 30, 1994. 27(c) - Financial Data Schedule for GSU as of September 30, 1994. 27(d) - Financial Data Schedule for LP&L as of September 30, 1994. 27(e) - Financial Data Schedule for MP&L as of September 30, 1994. 27(f) - Financial Data Schedule for NOPSI as of September 30, 1994. 27(g) - Financial Data Schedule for System Energy as of September 30, 1994. 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) - Quarterly Report on Form 10-Q of Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy for the quarter ended June 30, 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(j) - Earnings statement of AP&L for the twelve month period ended September 30, 1994, made generally available to security holders pursuant to Section 11(a) of the Securities Act of 1933, as amended. 99(k) - Earnings statement of MP&L for the twelve month period ended September 30, 1994, made generally available to security holders pursuant to Section 11(a) of the Securities Act of 1933, as amended. **99(l) - 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(m) - Opinion of Clark, Thomas & Winters, a professional corporation, dated August 8, 1994 regarding recovery of costs deferred pursuant to PUCT order in Docket 6525 (filed as Exhibit 99(j) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 in File No. 1-2703). 99(n) - Opinion of Clark, Thomas & Winters, a professional corporation, confirming its opinions dated September 30, 1992 and August 8, 1994. ___________________________ * Reference is made to a duplicate list of exhibits being filed as a part of Form 10-Q for the quarter ended September 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 September 30, 1994. ** Incorporated herein by reference as indicated. (b) Reports on Form 8-K Entergy A current report on Form 8-K, dated October 21, 1994, was filed with the SEC on October 28, 1994, reporting information under Item 5. "Other Materially Important Events." GSU A current report on Form 8-K, dated October 21, 1994, was filed with the SEC on October 28, 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: November 10, 1994