SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1994 Commission File Number 1-3034 Northern States Power Company (Exact name of registrant as specified in its charter) Minnesota 41-0448030 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 414 Nicollet Mall, Minneapolis, Minnesota 55401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 330-5500 None Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July 31, 1994 Common Stock, $2.50 par value 66,898,508 shares PART 1. FINANCIAL INFORMATION Item 1. Financial Statements Northern States Power Company (Minnesota) and Subsidiaries Statements of Income (Unaudited) Three Months Ended Six Months Ended June 30 June 30 1994 1993 1994 1993 (Thousands of dollars) (Thousands of dollars) Utility operating revenues Electric................................................. $513,350 $474,662 $1,007,382 $944,606 Gas...................................................... 68,613 70,601 258,044 241,409 Total.................................................. 581,963 545,263 1,265,426 1,186,015 Utility operating expenses Fuel for electric generation............................. 84,720 74,856 160,724 155,789 Purchased and interchange power.......................... 67,576 53,217 124,043 83,445 Cost of gas purchased and transported.................... 41,826 43,940 163,631 158,867 Other operation.......................................... 74,094 74,260 150,874 156,663 Maintenance.............................................. 40,532 39,010 80,384 81,701 Administrative and general............................... 45,083 49,677 94,250 95,503 Conservation and energy management....................... 7,316 7,184 15,473 14,068 Depreciation and amortization............................ 68,366 65,890 135,711 131,040 Taxes: Property and general.............................. 58,447 55,546 118,376 112,022 Current income tax expense........................ 34,146 25,461 77,742 55,338 Deferred income tax expense....................... (3,531) (1,194) (1,591) 5,345 Deferred investment tax credits recognized ....... (2,138) (2,131) (5,513) (4,358) Total.................................................. 516,437 485,716 1,114,104 1,045,423 Utility operating income.................................. 65,526 59,547 151,322 140,592 Other income and expense Allowance for funds used during construction - equity.... 984 1,971 2,192 2,631 Equity in earnings of unconsolidated investees........... 12,864 792 12,757 764 Other income (expense) - net............................. (2,022) (229) 1,243 (731) Total Other income...................................... 11,826 2,534 16,192 2,664 Income before interest charges............................ 77,352 62,081 167,514 143,256 Interest charges Interest on long-term debt............................... 22,465 25,682 45,291 51,912 Other interest and amortization.......................... 4,329 1,756 7,407 3,733 Allowance for funds used during construction - debt...... (2,250) (1,249) (3,787) (2,762) Total.................................................. 24,544 26,189 48,911 52,883 Net Income ............................................... 52,808 35,892 118,603 90,373 Preferred stock dividends ................................ 3,057 3,743 6,113 7,545 Earnings available for common stock....................... $49,751 $32,149 $112,490 $82,828 Average number of common and equivalent shares outstanding (000's).............................. 66,788 64,585 66,765 63,728 Earnings per average common share......................... $0.74 $0.50 $1.68 $1.30 Common dividends declared per share....................... $0.660 $0.645 $1.305 $1.275 Statements of Retained Earnings (Unaudited) Balance at beginning of period............................ $1,147,059 $1,110,948 $1,127,372 $1,099,896 Net income for period..................................... 52,808 35,892 118,603 90,373 Dividends declared: Cumulative preferred stock............................... (3,057) (3,743) (6,113) (7,545) Common stock............................................. (44,023) (42,921) (87,075) (82,548) Balance at end of period.................................. $1,152,787 $1,100,176 $1,152,787 $1,100,176 The Notes to Financial Statements are an integral part of the Statements of Income and Retained Earnings. Northern States Power Company (Minnesota) and Subsidiaries Balance Sheets (Unaudited) June 30, December 31, 1994 1993 (Thousands of dollars) ASSETS UTILITY PLANT Electric............................................. $6,245,511 $6,167,670 Gas.................................................. 636,608 621,871 Other................................................ 250,087 237,293 Total............................................ 7,132,206 7,026,834 Accumulated provision for amortization............. (3,013,755) (2,888,144) Nuclear fuel......................................... 776,238 749,078 Accumulated provision for amortization............. (696,564) (673,669) Net utility plant................................ 4,198,125 4,214,099 CURRENT ASSETS Cash and cash equivalents............................ 31,781 57,812 Short-term investments............................... 475 26 Accounts receivable - net............................ 268,342 266,531 Accrued utility revenues............................. 93,531 111,296 Federal income tax and interest receivable........... 20,927 20,927 Materials and supplies - at average cost............. 150,830 145,375 Prepayments and other................................ 40,630 40,885 Total current assets............................... 606,516 642,852 OTHER ASSETS Regulatory assets.................................... 358,903 334,354 Non-regulated property - net......................... 157,321 157,615 Investments in non-regulated projects................ 141,159 45,772 External decommissioning fund and other investments.. 143,171 121,657 Federal income tax and interest receivable........... 57,436 0 Intangible assets and other.......................... 70,324 71,369 Total other assets................................ 928,314 730,767 TOTAL............................................ $5,732,955 $5,587,718 LIABILITIES CAPITALIZATION Common stock equity Common stock and premium........................... $712,218 $710,969 Retained earnings.................................. 1,152,787 1,127,372 Leveraged common stock held by ESOP................ (6,895) (10,887) Currency translation adjustments - net............. 748 0 Total common stock equity........................ 1,858,858 1,827,454 Cumulative preferred stock and premium............... 240,469 240,469 Long-term debt....................................... 1,314,036 1,291,867 Total capitalization............................. 3,413,363 3,359,790 CURRENT LIABILITIES Long-term debt due within one year................... 15,566 90,618 Redeemable long-term debt............................ 141,600 141,600 Short-term debt - commercial paper................... 301,516 106,200 Accounts payable..................................... 190,671 210,654 Taxes accrued........................................ 153,574 177,853 Interest accrued..................................... 16,113 24,110 Dividends declared on common and preferred stocks.... 47,110 46,195 Rate refunds to customers............................ 0 12,235 Accrued payroll, vacation and other.................. 64,479 61,557 Total current liabilities........................ 930,629 871,022 OTHER LIABILITIES Accumulated deferred income taxes.................... 815,325 788,378 Accumulated deferred investment tax credits.......... 181,530 187,466 Regulatory liabilities............................... 242,408 243,880 Pension and other benefit obligations................ 79,693 64,224 Other long-term obligations and deferred income...... 70,007 72,958 Total other liabilities.......................... 1,388,963 1,356,906 TOTAL.......................................... $5,732,955 $5,587,718 The Notes to Financial Statements are an integral part of the Balance Sheets. Northern States Power Company (Minnesota) and Subsidiaries STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30 1994 1993 (Thousands of dollars) Cash Flows from Operating Activities: Net Income............................................................. $118,603 $90,373 Adjustments to reconcile net income to cash from operating activities: Depreciation and amortization........................................ 149,471 140,084 Nuclear fuel amortization............................................ 22,895 20,720 Deferred income taxes................................................ (602) (2,856) Deferred investment tax credits recognized........................... (5,668) (4,510) Allowance for funds used during construction - equity................ (2,192) (2,631) Equity in income from partnerships and unconsolidated subsidiaries... (12,757) (764) Cash (used for) provided by changes in certain working capital items. (53,774) 2,775 Conservation program expenditures - net of amortization.............. (10,044) (4,539) Cash (used for) provided by changes in other assets and liabilities.. (24,426) 5,787 Net cash provided by operating activities 181,506 244,439 Cash Flows from Investing Activities: Capital expenditures .................................................. (150,660) (160,078) Decrease in construction payables...................................... (6,140) (5,774) Allowance for funds used during construction - equity.................. 2,192 2,631 Purchase of short-term investments - net............................... (449) (206) Investment in external decommissioning fund............................ (15,840) (15,694) Investments in non-regulated projects and other........................ (83,041) (2,655) Acquisition of Viking Gas.............................................. 0 (45,000) Net cash used for investing activities (253,938) (226,776) Cash Flows from Financing Activities: Change in short-term debt - net issuances (repayments)................. 195,316 (87,761) Proceeds from issuance of long-term debt - net......................... 208,184 186,202 Repayment of long-term debt (including reacquisition premium).......... (265,317) (184,480) Proceeds from issuance of common stock - net........................... 491 155,678 Dividends paid......................................................... (92,273) (86,857) Net cash provided by (used for) financing activities 46,401 (17,218) Net (decrease) increase in cash and cash equivalents...................... (26,031) 445 Cash and cash equivalents at beginning of period.......................... 57,812 15,752 Cash and cash equivalents at end of period................................ $31,781 $16,197 The Notes to Financial Statements are an integral part of the Statements of Cash Flows. Northern States Power Company (Minnesota) and Subsidiaries NOTES TO FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the financial position of Northern States Power Company (Minnesota) (the Company) and its subsidiaries (collectively, NSP) as of June 30, 1994 and December 31, 1993 and the results of its operations for the three and six months ended June 30, 1994 and 1993 and its cash flows for the six months then ended. Due to the seasonality of NSP's electric and gas sales, operating results on a quarterly basis are not necessarily an appropriate base from which to project annual results. The accounting policies followed by NSP are set forth in Note 1 to NSP's financial statements in the 1993 Form 10-K. The following notes should be read in conjunction with such policies and other disclosures in the Form 10-K. Certain reclassifications have been made to 1993 financial information to conform with the 1994 presentation. These reclassifications had no effect on net income or earnings per share. 1. Accounting Changes Postemployment Benefits Effective January 1, 1994 NSP adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 112 - Accounting for Postemployment Benefits. This standard required the accrual of certain postemployment costs (such as injury compensation and severance) that are payable in future time periods. The annual expense for costs accrued under SFAS No. 112 is not materially different than amounts recognized under NSP's prior accounting method. NSP has recorded its full liability related to such costs in 1994 but has deferred the pre-1994 portion chargeable to operating expense (approximately $9 million) based on the Company's current plan to request amortization and rate recovery over future periods. The Minnesota Public Utilities Commission (MPUC) is expected to rule on the ratemaking deferral of these costs for another Minnesota utility late in 1994, therefore the ultimate rate treatment of pre-1994 costs accrued under SFAS No. 112 is not determinable at this time. Fair Value Accounting for Certain Investments Effective January 1, 1994 NSP adopted the provisions of SFAS No. 115 - Accounting for Certain Investments in Debt and Equity Securities. This new standard resulted in an increase of approximately $4.6 million to decommissioning investments to present such investments at their market value at June 30, 1994. This increase represents an unrealized gain on investments which has been deferred as a regulatory liability. The Company anticipates the offsetting of such gains against decommissioning costs in future ratemaking. Accounting for Employee Stock Ownership Plans (ESOP) Effective January 1, 1994 NSP adopted the American Institute of Certified Public Accountants' Statement of Position (SOP) 93-6. This SOP required the accrual of compensation expense for any market value increase in uncommitted leveraged ESOP shares. It also required the reduction of average common shares used to compute earnings per share by such uncommitted ESOP shares. No compensation expense was required to be recorded by NSP upon adoption of the SOP. The impact of the reduction in average common shares had an immaterial impact on 1994 earnings per share (less than 1 cent). Of the 5.4 million shares of the Company's stock that NSP's ESOP currently holds, an average of approximately 160,000 uncommitted leveraged ESOP shares were excluded from earnings per share calculations for the first six months of 1994. The fair value of NSP's leveraged ESOP shares approximated cost at June 30, 1994. Stock Compensation Expense The Financial Accounting Standards Board (FASB) had previously issued an Exposure Draft considering the accrual of compensation expense related to certain stock awards beginning in 1997 with disclosure required beginning in 1994. On June 8, 1994, the FASB decided that there would be no disclosure requirements for 1994. 2. International Investments Through its subsidiaries, NRG Energy, Inc. (NRG), a wholly owned subsidiary of the Company, has purchased equity interests in a number of non- regulated energy projects. During the first six months of 1994 investments were made by NRG in three significant international projects. NSP's net income for the second quarter of 1994 includes earnings from equity interests in international projects of $11.5 million before income taxes and $9.2 million net of foreign income taxes, or $0.14 per share. Germany In December 1993, a subsidiary of NRG agreed to acquire an ownership interest in the German corporation MIBRAG. MIBRAG was formed by the German government to operate coal mines, electric power plants, and other energy related facilities. NRG's subsidiary and its two investor partners each agreed to acquire a 33% interest in MIBRAG, while the German government retained a 1% interest. The investor partners began operating MIBRAG effective January 1, 1994. NSP's earnings for the first quarter of 1994 did not include NRG's equity in the earnings of MIBRAG due to several unresolved contingencies and lack of complete financial information. During the second quarter 1994, essentially all of the contingencies were resolved. Accordingly, in June 1994 NRG recorded its equity in earnings of the MIBRAG project for the first six months of 1994. On the legal closing date of August 11, 1994, NRG invested approximately $10 million to acquire its 33% interest in MIBRAG. In January 1994, another subsidiary of NRG made an initial investment of $7.5 million to purchase a 50% interest in a German corporation, Saale Energie GmbH (Saale). Saale owns a 400-megawatt share of a 900-megawatt power plant currently under construction near Schkopau, Germany. Australia Through June 1994, another subsidiary of NRG invested approximately $70 million in a joint venture which acquired a 1680-megawatt coal-fired power plant in Gladstone, Queensland, Australia. NRG's investment represents a 37.5% ownership in the Australian plant. Foreign Currency Transactions The local currencies are generally the functional currency of NSP's foreign operations. Assets and liabilities of international subsidiaries are translated at end-of-period rates of exchange. Income, expense and cash flows are translated at weighted-average rates of exchange for the period. The resulting currency translation adjustments are accumulated and reported as a separate component of shareholder's equity. Gains and losses that result from translation of foreign currency transactions (i.e. converting a cash transaction to a foreign currency at a translation rate different from that which applied when the receivable or payable was accrued) will be included in the results of operations. Through June 30, 1994, NRG had not experienced any material translation gains or losses from foreign currency transactions which have occurred since the respective investment dates. To preserve the U.S. dollar value of its equity position in foreign currency denominated investment assets, NRG enters into hedging transactions, as investments are made, through the use of forward foreign currency exchange agreements. Gains and losses on these contracts offset the effect of foreign currency exchange rate fluctuations on the valuation of the investments underlying the hedges. The net effect is reported with other currency translation adjustments as a separate component of stockholders' equity. NRG does not speculate in foreign currencies. NRG has entered into two forward foreign currency exchange contracts with Salomon Brothers Holding Company, Inc. (Salomon). Pursuant to these contracts, transactions have been executed which are designed to protect the economic value of NRG's equity investments that are denominated in Australian dollars and German deutsche marks (DM). Management believes NRG's exposure to credit risk due to nonperformance by the counterparty to its forward exchange contracts is not significant based on the Investment Grade credit rating of the counterparty. NRG's forward foreign currency exchange contracts hedge approximately $72 million of foreign currency denominated investments and $10 million of foreign currency denominated investment commitments at June 30, 1994. These forward foreign currency exchange contracts are not reflected in NSP's balance sheet. The contracts terminate at the end of 10 years and require foreign currency interest payments during each year of each contract's term. If the contracts had been terminated at June 30, 1994 the hedge counterparty would have had an obligation payable to NRG of approximately $1 million. Income Tax Expense It is the intention of NSP's management to indefinitely reinvest the earnings of foreign operations. Accordingly, U.S. deferred income taxes and foreign withholding taxes have not been provided on the earnings of foreign subsidiary companies. The cumulative amount of undistributed earnings of foreign subsidiaries upon which no U.S. deferred income taxes or foreign withholding taxes have been provided is approximately $9.2 million at June 30, 1994. These earnings, however, reflect the full provision for foreign taxes. The additional U.S. income tax on the unremitted foreign earnings, if repatriated, would be offset in whole or in part by foreign tax credits, and thus it is impracticable to estimate the amount of tax that might be payable. Foreign withholding taxes of approximately $900,000 would be due upon remittance of these earnings. 3. Investments Accounted for by the Equity Method Project Investments - NSP has investments in various projects accounted for by the equity method of accounting. Current investments include both international and domestic energy projects and domestic affordable housing and real estate projects. Prior to 1994 such investments had been limited to immaterial domestic projects. The equity method is applied to investments in which NSP does not have a majority interest and is not able to exercise a controlling influence over operating and financial policies. A summary of the significant investments is as follows: Name Geographic Area Economic Placed in Interest Service Various Independent Power Production Facilities United States 45%-50% July 1991-June 1993 Affordable Housing- Ltd. Partnerships United States 50%-99% April 1993-May 1994 Western Syncoal Partnership United States 50% August 1993 MIBRAG Europe 33.0% January 1994 Gladstone Australia 37.5% March 1994 Saale Energie GmbH Europe 20.6% Under Construction Summarized Financial Information of Unconsolidated Investees - Summarized financial information as of and for the six-month period ended June 30, 1994 for all projects in which NSP owns an unconsolidated interest was: Financial Position (Millions of dollars) Current Assets $474.5 Other Assets 1,136.8 Total Assets $1,611.3 Current Liabilities $85.8 Other Liabilities 1,132.9 Equity 392.6 Total Liabilities and Equity $1,611.3 Results of Operations (Millions of dollars) Operating Revenues $345.3 Operating Income $51.6 Net Income $51.8 4. Commitments and Contingent Liabilities The Company's public liability for claims resulting from any nuclear incident, and insurance coverage thereon, have not changed significantly from the circumstances set forth in Note 15 to the Company's financial statements contained in the Company's 1993 report on Form 10-K. NRG is contractually committed to additional equity investments in existing energy projects. Such commitments are for approximately DM 16.5 million in 1994, DM 36 million in 1995, and DM 35 million in 1996. The 1994 commitment has been hedged through a forward foreign currency exchange contract for $10 million. The 1995 and 1996 commitments would be approximately $23 million and $22 million, respectively, based on exchange rates in effect at June 30, 1994. 5. Resolution of Operating Contingency At present operating levels, the current onsite storage pool for spent nuclear fuel at the Company's Prairie Island Nuclear Generating Plant (Prairie Island) will be filled in 1994. The Company proposed construction of a temporary onsite dry cask (container) storage facility for spent nuclear fuel at Prairie Island. The Minnesota Legislature (Legislature) considered the dry cask storage issue during its 1994 legislative session as required by a Minnesota Court of Appeals ruling in June 1993. On May 10, 1994, the Governor of the State of Minnesota (Governor) signed into law a bill passed by the Legislature on May 6, 1994. The law authorizes the Company to install 17 dry casks at Prairie Island if the Company satisfies certain responsibilities. The Company executed an agreement with the Governor concerning the renewable energy and alternative siting commitments contained in the new law and is authorized the first increment of five casks. The second increment of four casks would be available if the Minnesota Environmental Quality Board finds that the Company has applied for an alternative site license, used good faith in locating an alternative site and has committed to build or purchase 100 megawatts of wind generation. The final increment of eight casks would be available unless prior to June 1, 1999, the Legislature specifically revokes the authorization for the final eight casks, which can only happen if an alternative storage site is not operational or under construction, or the Company fails to meet certain renewable energy commitments by December 31, 1998. An updated nuclear decommissioning study and nuclear plant depreciation capital recovery request was filed with the MPUC in July 1994 for the Company's nuclear power plants. Although management expects to operate the Prairie Island plant units through the end of their useful lives, the requested capital recovery would allow for the plant to be fully depreciated, including the accrual and recovery of decommissioning costs, about six years earlier than the end of useful life. The proposed recovery period has been reduced because of the risk and uncertainty regarding the spent fuel storage situation. The study supports a decrease in cost estimates for decommissioning. The combined impact of the request if approved as filed, including the shorter depreciation period and lower decommissioning costs, would be a decrease of about $500,000 in annual depreciation and decommissioning expenses. There is no time deadline for MPUC action on the Company's request. However, management is hopeful of MPUC action by the end of 1994. 6. Rate Matters NSP's 1993 Annual Report on Form 10-K discussed an appeal filed by intervenors in the Company's 1993 Minnesota electric and gas rate cases. On August 2, 1994, this appeal was addressed by the Minnesota Court of Appeals, who affirmed the final rate orders issued in January 1994 for these rate cases. As a result of this decision, no adjustments or changes are required to rates charged to customers or to revenues recorded by the Company. On August 9, 1994 the Company applied to the North Dakota Public Service Commission (NDPSC) for a rate reduction of $3.6 million in annual electric revenues. The reduction reflects a correction in cost allocations to the North Dakota jurisdiction. The Company also requested authority to make refunds to customers to effectively implement the reduction as of June 1, 1994. The NDPSC has not yet responded to the filing. Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Results of Operations Northern States Power Company's earnings per share for the second quarter ended June 30, 1994, were $.74, up $.24 from the $.50 earned for the same period a year ago. For the first six months of 1994, earnings per share were $1.68, up $.38 from the $1.30 earned in the comparable period a year ago. The number of average common and equivalent shares outstanding (considering stock options and awards) during the second quarter and first six months of 1994 increased by approximately 2,203,000 shares and 3,037,000 shares, respectively, in comparison to 1993 due mainly to a general stock offering made in May 1993. International Investments - Through June 1994, NRG subsidiaries have provided a $9.2 million increase in net income due to investments in three international energy projects. See Note 2 and 3 to the Financial Statements for more information on these projects. Prairie Island Nuclear Fuel Storage - In May 1994 the Minnesota Legislature approved a plan for the temporary onsite storage of spent nuclear fuel at the Company's Prairie Island Nuclear Generating Plant, if the Company satisfied certain responsibilities. See Note 5 to the Financial Statements for more information on this matter. Labor Agreements - NSP's labor agreements with its five International Brotherhood of Electrical Workers (IBEW) Local Unions expired on December 31, 1993. An interim agreement had been in effect since December 31, 1993. On May 2, 1994 the IBEW members voted to ratify a three-year labor agreement retroactive to January 1, 1994. Labor and employee benefit costs are not expected to be materially affected by the terms of the new agreement. Accounting Changes - Effective January 1, 1994, NSP adopted three new accounting standards for postemployment benefits, fair value accounting for certain investments and employee stock ownership plan transactions. These accounting changes had an immaterial impact on earnings in the second quarter of 1994 and are not expected to have a material impact on the full year 1994. See Note 1 to the Financial Statements for more information on these accounting changes. North Dakota Rate Reduction - As discussed in Note 6 to the financial statements, the Company has proposed a $3.6 million annual reduction in rates charged to electric customers in North Dakota effective June 1, 1994. Cogeneration Project - On July 18, 1994, Michigan Cogeneration Partners Limited Partnership (MCP), a joint venture between subsidiaries of NRG Energy, Inc., a wholly owned subsidiary of the Company, and Cogentrix Energy, Inc. reached an agreement with Consumers Power Company (Consumers), an electric utility headquartered in Jackson, Michigan, to terminate a power sales contract related to a 65 megawatt cogeneration facility being developed by MCP in Parchment, Michigan. The MCP project would have provided electricity to Consumers and steam to a James River Paper Company, Inc. facility. The agreement to terminate the contract, among other terms, requires Consumers to pay MCP $29,750,000. Since the contract was initiated in 1987, many factors changed in Consumers' electric supply options, and other sources became more attractive for its customers. NSP management expects the agreement will have a positive financial impact on 1994 financial results, but the final impact will not be known until all costs associated with the contract termination are identified. Second Quarter 1994 Compared with Second Quarter 1993 Electric revenues for second quarter 1994 compared with second quarter 1993 increased $38.7 million or 8.2%. Retail revenues increased approximately $40.2 million or 9.4% largely due to a 4.7% increase in electric retail sales and a 4.5% average retail price increase. The increase in sales levels is due to more favorable weather and sales growth this year compared with the same period a year ago. The retail price increase is due to fuel expense recovery and recognition of the full impact of Minnesota electric retail rate increases in 1994. Gas revenues for the second quarter 1994 decreased $2.0 million or 2.8% compared with the second quarter of 1993. Firm gas revenues decreased $8.0 million or 14.0% due to a 8.3% decrease in gas sales volume and a 6.3% average retail price decrease. The price decrease is due to rate adjustments for decreased purchased gas costs resulting from changed natural gas supply and demand market conditions. Interruptible gas revenues decreased $2.0 million or 18.4% due primarily to a decrease in sales volume. Revenues from Viking Gas Transmission Company, which was acquired in June 1993, increased revenues by $3.4 million. Other gas revenues increased $4.5 million due mainly to a new revenue source, supplying gas to industrial customers not on NSP's system. Fuel for electric generation and Purchased and interchange power combined for a net increase of $24.2 million or 18.9% for the second quarter of 1994 compared with the first quarter of 1993. Expenses for additional power purchases, mostly from Manitoba Hydro-Electric Board (MH), were higher in 1994 than in 1993 due primarily to the additional demand and energy expenses associated with the power purchase contract with MH, which went into effect in May 1993. Purchased power expenses were also higher due to warmer weather and higher prices in 1994 compared with 1993. Market pricing of these purchases was higher in 1994 due to favorable conditions existing in 1993 (cooler weather and more units available). Finally, fuel costs in the second quarter increased from 1993 to 1994 mainly due to higher 1994 fossil generation levels as a result of a scheduled nuclear plant outage. Fuel expenses also increased due to higher average cost of nuclear fuel in 1994 compared with 1993 due to full utilization of nuclear plants in 1993. Cost of gas purchased and transported for the second quarter 1994 compared with the second quarter 1993 decreased $2.1 million or 4.8% due to lower sales volumes and lower cost per thousand cubic feet (Mcf) of purchased gas, somewhat offset by the impact of supplying gas to industrial customers not on NSP's system. Other operation, Maintenance and Administrative and general expenses together decreased $3.2 million or 2.0% compared with the second quarter 1993. The decrease is due primarily to lower employee benefit costs in 1994 compared with 1993. Depreciation and amortization increased $2.5 million or 3.8% compared with the second quarter 1993. The increase is mainly due to increased plant in service between the two periods. Property and general taxes for the second quarter 1994 compared with the second quarter of 1993 increased $2.9 million or 5.2% due primarily to higher property tax rates in the State of Minnesota and also due to higher gross earnings taxes due to higher sales levels in 1994. Income taxes for the second quarter 1994 compared with the second quarter 1993 increased $6.3 million or 28.6% primarily due to higher pretax operating income between the two periods. Also, the federal income tax rate increased from 34 percent to 35 percent in August 1993, which also contributed to the increase. Equity in earnings of unconsolidated investees increased $12.1 million in the second quarter 1994 compared with the same period a year ago, due primarily to earnings contributions from NRG's international energy projects. Other income (expense) - net decreased $1.8 million in the second quarter 1994 compared with the same period a year ago primarily due to foreign income taxes related to NRG's international energy projects. First Six Months of 1994 Compared with First Six Months of 1993 Electric revenues for the six months of 1994 compared with the first six months of 1993 increased $62.8 million or 6.6%. Retail revenues increased approximately $61.1 million or 7.1% due to both higher sales levels and rate increases. Retail electric sales increased 4.3% in 1994 due to sales growth and warmer weather in 1994, while price per unit increased 2.7% due to fuel expense recovery and recognition of the full impact of Minnesota electric retail rate increases in 1994. Gas revenues increased $16.6 million or 6.9% compared to the first six months of 1993. Firm gas revenues increased $1.2 million or 0.6% due to a 0.3% increase in gas sales volumes and an average price increase of 0.3%. Interruptible gas revenues decreased $1.7 million or 5.6% compared to the first six months of 1993 due mainly to lower sales volumes. Revenues from Viking Gas Transmission Company, which was acquired in June 1993, increased revenues by $7.5 million. Other gas revenues increased $8.8 million, mainly due to a new revenue source, supplying gas to industrial customers not on NSP's system. Fuel for electric generation and Purchased and interchange power together increased $45.5 million or 19.0% over the six months ended June 1993. The increase was due mainly to higher cost of purchased power, in part due to increased demand expenses associated with the new MH contract effective in May 1993. Market pricing of these purchases was higher in 1994 compared to more favorable market pricing conditions in 1993. In addition, expenses for additional power purchases were higher in 1994 than 1993 due to increased native energy requirements. The increase in fuel for electric generation is due to slightly higher costs of nuclear and fossil fuel. Cost of gas purchased and transported for the first six months of 1994 compared with the first six months of 1993 increased $4.8 million or 3.0%. This is mainly due to higher sendout volumes somewhat offset by lower cost of purchased gas due to market conditions. The higher sendout volumes are due to supplying gas to industrial customers not on NSP's system. Other operation, Maintenance and Administrative and general expenses together decreased $8.4 million or 2.5%. The decrease is due mainly to higher maintenance expenses in 1993 related to scheduled plant maintenance outages and also due to lower employee benefit costs in 1994 compared with 1993. Conservation and energy management increased $1.4 million due to regulator-approved higher recovery levels for conservation and demand-side management efforts. Depreciation and amortization increased $4.7 million or 3.6% compared to the six months ended June 1993. The increase is due primarily to increased plant in service between the two periods. Property and general taxes increased $6.4 million or 5.7% compared with the first six months of 1993. The increase is due mainly to higher property tax rates in the State of Minnesota and also due to higher gross earnings taxes due to higher sales levels in 1994. Income taxes for the first six months of 1994 compared with the first six months of 1993 increased $14.3 million or 25.4%. The increase is due primarily to higher pretax operating income between the two periods and also to a 1% increase in the federal tax rate effective in August 1993. Equity in earnings of unconsolidated investees increased $12.0 million in the first six months of 1994 compared with the same period a year ago, due primarily to earnings contributions from NRG's international projects. Other income (expense) - net increased $2.0 million compared with the first six months of 1993 due to higher income from non-regulated operations, somewhat offset by foreign income taxes related to NRG's international energy projects. Interest charges have decreased $2.9 million or 5.3% compared with the first six months of 1993 due to refinancings, retirements of long-term debt, and increased use of lower-cost short-term commercial paper borrowings, partially offset by new debt incurred in connection with businesses acquired in 1993. Liquidity and Capital Resources The Company had $301.5 million in commercial paper debt outstanding as of June 30, 1994. The Company plans to keep credit lines of at least 85% of the maximum level of commercial paper borrowings. Commercial banks currently provide credit lines of approximately $299 million. These credit lines make short-term financing available in the form of bank loans and support for commercial paper sales. The Company has regulatory approval for up to $350 million in short-term borrowing levels. In January 1994, stock options for the purchase of 290,138 shares were awarded. As of June 30, 1994, a total of 788,676 stock options were outstanding, which were considered as potential common stock equivalents for earnings per share purposes. As of June 30, the Company has issued 17,014 new shares of common stock in 1994. All of these new shares were issued under the Executive Long-Term Incentive Award Stock Plan. On February 10, 1994 the Company issued $200,000,000 of first mortgage bonds due February 1, 1999 with an interest rate of 5 1/2%. The proceeds from these bonds were used to redeem $30,000,000 in principal amount of its 6 1/8% First Mortgage Bonds, due June 1, 1995 at a redemption price of 100.29%, to redeem $45,000,000 in principal amount of its 5 7/8% First Mortgage Bonds due August 1, 1996 at a redemption price of 100.51%, to redeem $30,000,000 in principal amount of its 6 1/2% First Mortgage Bonds due October 1, 1997 at a redemption price of 100.75%, and to redeem $45,000,000 in principal amount of its 6 3/4% First Mortgage Bonds due May 1, 1998 at a redemption price of 100.93%. The remaining proceeds were added to the general funds of the Company and used to repay short-term borrowings. The Company has entered into an interest rate swap agreement with Kidder, Peabody Global Capital Corporation, which effectively converted the interest cost of the 5 1/2% first mortgage bonds issued on February 10, 1994 from fixed rate to variable rate. The variable rate is set six months in arrears with the rate changing on February 1 and August 1 of each year until final maturity. The estimated net interest rate used to accrue interest through June 30, 1994 was approximately 3.3%. Subsequent to June 30, 1994 the actual net interest rate charged for the six months ended August 1, 1994 was approximately 4.6%. On February 25, 1994 the Company repurchased $10,000,000 of 9 3/8% First Mortgage Bonds due June 1, 2020 at a price of 112.75%. On April 12, 1994 the Company repurchased another $20,000,000 of these 9 3/8% bonds at a price of 110.24%. The Company is currently evaluating the issuance of $150,000,000 of first mortgage bonds in one or multiple increments. Due to the current instability in long-term interest rates, the Company elected to delay the planned issuance of this debt. In the interim, the Company has increased bank credit lines to $300 million to support increased commercial paper borrowings. Any proceeds from these borrowings would be added to the general funds of the Company and used to repay short-term borrowings. In addition, the Company continues to evaluate the early redemption of higher rate securities and, depending on capital market conditions, would refinance these with lower rate long-term debt. During the first quarter of 1994, the Company was placed on "credit watch" by Moody's Investors Service and Duff & Phelps Credit Rating Co. (D&P) due to the prior uncertainty regarding Prairie Island. D&P removed the Company from credit watch on May 9, 1994, following passage of the law regarding Prairie Island, and reaffirmed the previous bond ratings. On May 20, 1994, Moody's Investors Service downgraded the credit ratings of the Company and Northern States Power Company (Wisconsin), a wholly owned subsidiary of the Company. The new ratings are as follows: first mortgage bonds and secured pollution control bonds to A1 from Aa2; shelf registration of senior secured debt to (P) A1 from (P) Aa2; unsecured pollution control bonds to A2 from Aa3; preferred stock to "a2" from "aa3"; and shelf registration for preferred stock to (P) "a2" from (P) "aa3". The commercial paper rating of the Company remains unchanged at P-1. Part II. OTHER INFORMATION Item 1. Legal Proceedings On May 27, 1994, the Company was notified by the United States Environmental Protection Agency (USEPA) that it is a potentially responsible party (PRP) at the Union Scrap Iron & Metal III Superfund site in Minneapolis, Minnesota, which is in addition to the sites identified in NSP's 1993 Annual Report on Form 10-K. The USEPA states that total costs incurred to investigate and remediate the site were approximately $1,000,000. If NSP is determined to be a responsible party, it is jointly and severally liable for the costs of investigation and remediation. Two other parties have been named as PRPs. The Company is reviewing its records and conducting an investigation to determine if the site was used by the Company. For a discussion of proceedings involving NSP's utility rates, see Note 6 to the Financial Statements. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K. The following reports on Form 8-K were filed either during the three months ended June 30, 1994, or between June 30, 1994 and the date of this report: April 4, 1994 - Item 5. Other Events. Re: Disclosure that the Company and its unions reached a tentative agreement for contracts to be effective from January 1, 1994 through December 31, 1996 and that the membership would vote on the contract on May 2, 1994. Also, the interim agreement was extended through May 31, 1994. May 2, 1994 (Filed May 5, 1994) - Item 5. Other Events. Re: Disclosure that the Company's union membership voted to ratify a three-year labor agreement retroactive to January 1, 1994. May 6, 1994 (Filed May 9, 1994) - Item 5. Other Events. Re: Disclosure concerning approval of a law by the Minnesota Legislature for a plan to store spent nuclear fuel from the Company's Prairie Island Nuclear Generating Plant in temporary onsite storage. May 20, 1994 (Filed May 26, 1994) - Item 5. Other Events. Re: Disclosure concerning the downgrading of credit ratings of the Company and the Company's wholly owned subsidiary, Northern States Power Company (Wisconsin) by Moody's Investors Service. July 18, 1994 (Filed August 3, 1994) - Item 5. Other Events. Re: Disclosure of termination of a cogeneration project by Michigan Cogeneration Partners (an investee of the Company's wholly owned subsidiary, NRG Energy, Inc.) and Consumers Power Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORTHERN STATES POWER COMPANY (Registrant) (Roger D. Sandeen) Roger D. Sandeen Vice President, Controller and Chief Information Officer (Edward J. McIntyre) Edward J. McIntyre Vice President and Chief Financial Officer Date: August 12, 1994