============================================================================= 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 For the quarterly period ended September 30, 1994 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ ----------------------------- Commission File Number 1-4393 ----------------------------- PUGET SOUND POWER & LIGHT COMPANY (Exact name of registrant as specified in its charter) Washington 91-0374630 (State or other (I.R.S. Employee jurisdiction of Identification No.) incorporation or organization) 411 - 108th Avenue N.E., Bellevue, Washington 98004-5515 (Address of principal executive offices) (206) 454-6363 (Registrant's telephone number, including area code) 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 for such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / The number of shares of registrant's common stock outstanding at September 30, 1994 was 63,629,416. ============================================================================== PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Puget Sound Power & Light Company CONSOLIDATED STATEMENTS OF INCOME Three Months Ended September 30 1994 1993 ------- ------- (Unaudited) (Thousands except shares and per share amounts) OPERATING REVENUES $264,289 $230,178 ------- ------- OPERATING EXPENSES: Operation: Purchased and interchanged power 90,888 65,653 Fuel 13,897 11,974 Other 47,936 39,079 Maintenance 14,655 15,321 Depreciation and amortization 30,240 28,485 Taxes other than federal income taxes 23,903 20,798 Federal income taxes 9,666 13,363 ------- ------- Total operating expense 231,185 194,673 ------- ------- OPERATING INCOME 33,104 35,505 ------- ------- OTHER INCOME: Allowance for funds used during construction - equity portion 270 1,024 Miscellaneous - net of taxes 3,009 2,512 ------- ------- Total other income 3,279 3,536 ------- ------- INCOME BEFORE INTEREST CHARGES 36,383 39,041 ------- ------- INTEREST CHARGES: Interest and amortization on long-term debt 21,219 21,388 Allowance for funds used during construction - debt portion (997) (871) Other 1,234 453 ------- ------- Total interest charges 21,456 20,970 ------- ------- NET INCOME 14,927 18,071 DEDUCT: ------- ------- Preferred stock dividend accrual 3,945 3,921 ------- ------- INCOME FOR COMMON STOCK $ 10,982 $ 14,150 ======= ======= COMMON SHARES OUTSTANDING - WEIGHTED AVERAGE 63,629,416 62,095,491 EARNINGS PER COMMON SHARE (Note a) $0.17 $0.23 DIVIDENDS PAID PER COMMON SHARE $0.46 $0.46 Puget Sound Power & Light Company CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended September 30 1994 1993 ------- ------- (Unaudited) (Thousands except shares and per share amounts) OPERATING REVENUES $857,123 $791,769 OPERATING EXPENSES: ------- ------- Operation: Purchased and interchanged power 277,111 214,547 Fuel 34,976 40,640 Other 154,040 128,316 Maintenance 39,758 40,015 Depreciation and amortization 90,345 87,062 Taxes other than federal income taxes 77,948 73,319 Federal income taxes 50,371 56,404 ------- ------- Total operating expenses 724,549 640,303 ------- ------- OPERATING INCOME 132,574 151,466 ------- ------- OTHER INCOME: Allowance for funds used during construction - equity portion 463 1,947 Miscellaneous - net of taxes 10,039 9,920 ------- ------- Total other income 10,502 11,867 ------- ------- INCOME BEFORE INTEREST CHARGES 143,076 163,333 ------- ------- INTEREST CHARGES: Interest and amortization on long-term debt 62,957 64,844 Allowance for funds used during construction - debt portion (2,608) (2,334) Other 3,501 1,856 ------- ------- Total interest charges 63,850 64,366 ------- ------- NET INCOME 79,226 98,967 ------- ------- DEDUCT: Preferred stock dividend accrual 11,752 12,547 ------- ------- INCOME FOR COMMON STOCK $ 67,474 $ 86,420 ======= ======= COMMON SHARES OUTSTANDING - WEIGHTED AVERAGE 63,629,416 60,172,493 EARNINGS PER COMMON SHARE (Note a) $1.06 $1.44 DIVIDENDS PAID PER COMMON SHARE $1.38 $1.37 Puget Sound Power & Light Company CONSOLIDATED BALANCE SHEETS ASSETS September 30 December 31 1994 1993 --------- --------- (Unaudited) (Thousands of Dollars) UTILITY PLANT: Electric Plant, at original cost (including construction work in progress of $111,847,000 and $97,932,000, respectively) $3,220,432 $3,134,747 Less: Accumulated depreciation 1,041,949 981,535 --------- --------- Net utility plant 2,178,483 2,153,212 --------- --------- OTHER PROPERTY AND INVESTMENTS: Investment in Bonneville Exchange Power Contract (Note b) 103,017 108,002 Investment in terminated generating projects -- 12,612 Investments in and advances to subsidiaries 70,414 90,423 Energy conservation loans to customers 1,550 2,284 Other investments, at cost 15,445 15,960 --------- --------- Total other property and investments 190,426 229,281 --------- --------- CURRENT ASSETS: Cash 4,578 3,445 Accounts receivable 82,864 90,863 Estimated unbilled revenue 51,481 89,266 PRAM accrued revenues 53,179 37,212 Materials and supplies, at average cost 51,452 52,383 Prepayments and Other 10,416 5,185 --------- --------- Total current assets 253,970 278,354 --------- --------- LONG TERM ASSETS: Regulatory asset - SFAS No. 109 269,176 280,639 Unamortized energy conservation charges (Note c) 240,303 231,331 PRAM accrued revenues (net of current portion) 62,857 47,795 Unamortized debt expense 8,293 8,550 Other 107,786 111,968 --------- --------- Total long-term assets 688,415 680,283 --------- --------- TOTAL ASSETS $3,311,294 $3,341,130 ========= ========= Puget Sound Power & Light Company CONSOLIDATED BALANCE SHEETS CAPITALIZATION AND LIABILITIES September 30 December 31 1994 1993 --------- --------- (Unaudited) (Thousands of Dollars) CAPITALIZATION: Shareholders' investment: Common stock, $10 stated value, 80,000,000 shares authorized, 63,629,416 outstanding $ 636,294 $ 636,294 Additional paid-in capital 328,622 329,922 Earnings reinvested in the business 199,954 220,259 --------- --------- Total common equity 1,164,870 1,186,475 Preferred stock not subject to mandatory redemption 125,000 115,000 Preferred stock subject to mandatory redemption 91,267 93,176 Long-term debt 971,269 1,036,079 --------- --------- Total capitalization 2,352,406 2,430,730 --------- --------- CURRENT LIABILITIES: Accounts payable 51,734 53,449 Short-term debt 117,929 149,306 Current maturities of long-term debt 108,000 23,000 Accrued expenses: Taxes 29,677 39,124 Salaries and wages 22,927 26,289 Interest 24,898 23,832 Other 16,545 22,216 --------- --------- Total current liabilities 371,710 337,216 --------- --------- DEFERRED TAXES: Deferred income taxes 527,544 528,665 Deferred investment tax credits 830 1,142 --------- --------- Total deferred taxes 528,374 529,807 --------- --------- OTHER DEFERRED CREDITS: Customer advances for construction 21,810 19,131 Other 36,994 24,246 --------- --------- Total other deferred credits 58,804 43,377 --------- --------- ACCUMULATED PROVISION FOR SELF-INSURANCE -- -- CONTINGENCIES -- -- --------- --------- TOTAL CAPITALIZATION AND LIABILITIES $3,311,294 $3,341,130 ========= ========= Puget Sound Power & Light Company CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30 1994 1993 ------- ------- (Unaudited) (Thousands of Dollars) OPERATING ACTIVITIES: - -------------------- Net income $ 79,226 $ 98,967 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 90,345 87,062 Deferred income taxes and tax credits - net 10,031 23,807 AFUDC - equity portion (463) (1,947) PRAM accrued revenues - net (31,029) (40,810) Other 43,267 (2,356) Change in certain current assets and liabilities (Note d) 22,355 44,864 - ---------------------------------------------------------------------------- Net Cash Provided by Operating Activities 213,732 209,587 - ---------------------------------------------------------------------------- INVESTING ACTIVITIES: - -------------------- Construction expenditures - excluding equity AFUDC (100,826) (107,891) Additions to energy conservation program (29,320) (45,635) Decrease in energy conservation loans 735 1,310 Cash received from subsidiary 30,136 -- Other (including advances to subsidiaries) (8,544) (4,539) - ---------------------------------------------------------------------------- Net Cash Used by Investing Activities (107,819) (156,755) - ---------------------------------------------------------------------------- FINANCING ACTIVITIES: - -------------------- Decrease in short-term debt (31,377) (34,936) Dividends paid (net of newly issued shares totaling $19,091,000 in 1993) (99,532) (75,946) Issuance of common stock -- 108,146 Issuance of preferred stock 50,000 -- Issuance of bonds 85,000 93,460 Redemption of bonds and notes (65,006) (207,465) Redemption of preferred stock (41,849) (50,620) Issue costs of bonds and stock (2,016) (4,174) - ---------------------------------------------------------------------------- Net Cash Used by Financing Activities (104,780) (171,535) - ---------------------------------------------------------------------------- Increase (Decrease) in Cash 1,133 (118,703) Cash at Beginning of Period 3,445 121,106 - ---------------------------------------------------------------------------- Cash at End of Period $ 4,578 $ 2,403 ============================================================================ NOTES TO FINANCIAL STATEMENTS (a) Earnings Per Common Share Earnings per common share for the three and nine months ended September 30, 1994 and 1993 have been computed by dividing income for common stock by the weighted average number of common shares outstanding. (b) Investment in Bonneville Exchange Power Contract The Company has a five percent interest, as a tenant in common with three other investor-owned utilities and Washington Public Power Supply System ("WPPSS"), in the WPPSS Unit 3 project. The Unit 3 project is a partially constructed 1,240,000 kilowatt nuclear generating plant at Satsop, Washington, which was in a state of extended construction delay instituted by the Bonneville Power Administration ("BPA") and WPPSS in 1983. Unit 3 was recently terminated by WPPSS and the other owners. Under the terms of a settlement agreement (the "Settlement Agreement"), which includes a Settlement Exchange Agreement ("Bonneville Exchange Power Contract") between the Company and BPA dated September 17, 1985, the Company is receiving electric power (the "Bonneville Exchange Power") from the federal power system resources marketed by the BPA for a period of approximately 30.5 years which commenced January 1, 1987. The Settlement Agreement settled the claims of the Company against WPPSS and BPA relating to the construction delay of the WPPSS Unit 3 project. In its general rate order issued on January 17, 1990, the Washington Utilities and Transportation Commission (the "Washington Commission") found that all WPPSS Unit 3/Bonneville Exchange Power costs had been prudently incurred. Under terms of the order, approximately two-thirds or $97 million of the investment in Bonneville Exchange Power is included in rate base and amortized on a straight-line basis over the remaining life of the Bonneville Exchange Power Contract (amortization is included in "Purchased and interchanged power"). The remainder of the Company's investment is being recovered in rates over ten years, without a return during the recovery period. Beginning in 1990, the related amortization is included in "Depreciation and amortization," pursuant to a Federal Energy Regulatory Commission ("FERC") accounting directive. Statement of Financial Accounting Standards No. 90 ("Statement No. 90") requires that amounts recoverable through rates be adjusted to their present value using a discount rate as specified in Statement No. 90. In the fourth quarter of 1989, the Company adjusted its investment account downward by $21.2 million. The impact of the adjustment on net income, net of the $7.2 million deferred tax benefit, was approximately $14 million. The discount to present value in 1989 is being amortized to other income over the ten- year recovery period. Several issues in the litigation relating to WPPSS Unit 3, including claims on behalf of WPPSS Unit 5 against the Company and the other Unit 3 owners seeking recovery of certain common costs, have not been settled by the Settlement Agreement. The claims with respect to WPPSS Unit 3 and Unit 5 common costs, made in the United States District Court for the Western District of Washington, arise out of the fact that Unit 3 and Unit 5, which was also terminated prior to completion, were being constructed adjacent to each other and were planned to share certain costs. In 1989, the Company and other parties submitted arguments and affidavits to the United States District Court, in response to an order of the court, on the proper basis or bases upon which costs should have been allocated between Unit 3 and Unit 5 under the WPPSS Unit 4 and 5 Bond Resolution. On October 5, 1990, the District Court ruled that certain cost allocations between Unit 3 and Unit 5 (and between WPPSS Unit 1 and Unit 4) were improper. The District Court determined that principles of incremental cost sharing were not applied and, as a result, Units 4 and Unit 5 apparently bore more than their fair and equitable share of construction costs. The District Court granted the motion by the trustee for WPPSS Unit 4 and Unit 5 bondholders for an accounting of all uses of WPPSS Unit 4 and Unit 5 bond proceeds to determine, among other things, the extent of improper allocation of such costs. In January 1991, the United States Court of Appeals for the Ninth Circuit granted the Company and others permission to appeal on an interlocutory basis from the District Court's orders. In February 1992, the Court of Appeals ruled on the District Court's October 5, 1990 order and held that principles of incremental cost sharing were not required and remanded the matter to the District Court for further proceedings. The ultimate resolution of these issues is not expected to have a material adverse impact on the financial condition or operations of the Company. (c) Unamortized Conservation Costs The Company's conservation expenditures are accumulated, included in rate base and amortized over a ten-year period at the direction of the Washington Commission. The Company's total unamortized conservation balance, net of deferred taxes, at September 30, 1994 was $240 million. The amount included in customer rates by the Washington Commission in its September 1994 PRAM order, based on expenditures through April 30, 1994, was $229 million. Conservation investments made from May 1, 1994 to September 30, 1994 are expected to be included in rates beginning October 1, 1995. In its April 1991 rate order, the Washington Commission authorized the Company to accrue, as non-cash income, the carrying costs on conservation investments (Allowance for Funds Used to Conserve Energy, or AFUCE) until such investments are included in rates. (d) Consolidated Statements of Cash Flows For purposes of the Consolidated Statements of Cash Flows, the Company considers all temporary investments to be cash equivalents. These temporary cash investments are securities held for cash management purposes, having maturities of three months or less at time of purchase. The net change in current assets and current liabilities for purposes of the Statement of Cash Flows excludes short-term debt, current maturities of long-term debt, and the current portion of the Periodic Rate Adjustment Mechanism ("PRAM") accrued revenues. The following provides additional information concerning cash flow activities: Nine Months Ended September 30 1994 1993 - --------------------------------------------------------------------------- (Thousands) Changes in current assets and current liabilities: Accounts receivable $ 7,999 $20,307 Unbilled revenues 37,785 28,011 Materials and supplies 931 (1,791) Prepayments and Other (5,231) 2,819 Accounts payable (1,716) 4,200 Accrued expenses and Other (17,413) (8,682) - --------------------------------------------------------------------------- Net change in current assets and current liabilities $22,355 $44,864 =========================================================================== Cash payments: Interest (net of capitalized interest): 62,593 $56,743 Income taxes 45,706 $16,816 - --------------------------------------------------------------------------- (e) Other On September 27, 1994 the Washington Commission issued two rate orders, one regarding the case initiated last fall by the Commission to review the prudence of nine of the Company's recent purchase power contracts, the other related to an annual rate adjustment under the Commission's Periodic Rate Adjustment Mechanism (PRAM). In the order relating to the prudence review case, the Commission ruled that 1.2% of the contract payments on the Tenaska cogeneration purchased power contract and 3% of the contract payments on the March Point Phase II cogeneration purchased power contract should not be recovered in rates. No disallowance was ordered in respect to the other seven purchased power contracts under review. This results in a potential refund of approximately $1.1 million of rate revenues collected during the October 1, 1993 through September 30, 1994 period and a denial of $1.6 million of rate revenues over the October 1, 1994 through September 30, 1995 period. The Commission calculated that this decision would amount to a cumulative disallowance of approximately $17 million on a present value basis over the life of the two contracts. The basis for the Commission's disallowance is that the Commission felt the Company had not adequately quantified the value of dispatchability of the power when it evaluated these two power contracts. The Company disagrees with the Commission's conclusions. On October 7, 1994, the Company filed with the Washington Commission a petition for reconsideration and clarification to correct for, what the Company believes are, computational errors in its September 27 decision on the prudence review case. Correction of these errors would substantially reduce or eliminate the disallowances described above. The Company has not recognized any disallowance in the financial statements for the period ending September 30, 1994. On October 28, 1994 the Public Counsel section of the Attorney General's office in the State of Washington filed comments to the Company's October 7, 1994 petition for reconsideration and clarification with the Commission. Public Counsel notes computational errors were made by the Commission in its order of September 27, 1994 but does not agree with the Company's position that disallowed contract costs should be eliminated and, in fact, argues for a larger disallowance. The Commission staff has taken a position in support of Public Counsel's position on reconsideration. The Commission expects to render a decision by December 16, 1994. On September 27, 1994 the Commission also acted on the Company's pending annual rate increase under the PRAM. The Company had requested a $55.5 million revenue increase and the Commission allowed $53.7 million. The items of revenue disallowed were the $1.6 million related to the two purchased power contracts and $208,000 related to a $978,000 reduction that the Commission ordered in the Company's rate base for its conservation program. Previously deferred conservation program costs of $690,000 were written off to expense in the third quarter of 1994 to conform deferred conservation program costs to the Commission's September 27, 1994 order. The decrease in allowed return on equity from 12.8 percent in the last general rate case to 10.5 percent approved in the present rate case has put downward pressure on earnings since the order became effective on October 1, 1993. In addition, it will be difficult for the Company to earn its full allowed rate of return because of changes made by the rate orders in the recovery methods of certain costs. Therefore, the Company continues to place strong emphasis on its ongoing improvement efforts designed to increase operating efficiencies. During the past 21 months, the Company's efforts to reduce costs and increase operating efficiencies has resulted in a workforce reduction of over 500 positions, or nearly 20 percent. In the first quarter of 1994, the Company offered to 650 manager-level and eligible professional staff the opportunity to voluntarily leave or, if eligible, to retire from the Company. The offer was accepted by 98 employees in March 1994. A charge of $6.9 million ($4.5 million or 7 cents a share after-tax) was taken in the first quarter to reflect costs associated with this program and is included in other operating expenses. During the second quarter, 155 Company employees, including 131 bargaining unit employees, elected to accept a second voluntary retirement package offered by the Company. A charge of $9.4 million ($6.1 million or 10 cents a share after-tax) was taken in the second quarter to reflect costs associated with this program and is included in other operating expenses. In the third quarter of 1994, the Company recorded a charge of $1.9 million ($1.2 million or 2 cents a share after-tax) for costs related to the two voluntary retirement and separation programs described above. These costs are also included in other operating expenses. The financial statements contained in this Form 10-Q are unaudited; however, in the opinion of the Company, they include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net income for the three months ended September 30, 1994, was $14.9 million on operating revenues of $264.3 million, compared with net income of $18.1 million on operating revenues of $230.2 million for the same period in 1993. Income for common stock was $11.0 million for the third quarter of 1994 and $14.1 million for the third quarter of 1993. Earnings per common share were $0.17 based on 63.6 million weighted average common shares outstanding for the third quarter of 1994, compared to $0.23 based on 62.1 million weighted average common shares outstanding for the same period in 1993. For the first nine months of 1994, net income was $79.2 million on operating revenues of $857.1 million, compared with net income of $99.0 million on operating revenues of $791.8 million for the corresponding period in 1993. Income for common stock was $67.5 million for the first three quarters of 1994 and $86.4 million for the same period in 1993. Earnings per common share were $1.06 for the nine months ended September 30, 1994 based on 63.6 million weighted average common shares outstanding and $1.44 for the same period in 1993 based on 60.2 million weighted average common shares. The decline in net income for the nine month period reflects non-recurring after-tax charges totaling $11.8 million, of which $1.2 million was recorded in the third quarter of 1994, associated with the Company's two voluntary early retirement and separation programs offered during 1994. These charges, recorded in other operating expenses, represent decreases in earnings per common share of $0.19 for the first nine months of 1994. Total kilowatt-hour sales were 5.0 billion, including 0.8 billion in sales to other utilities, for the third quarter of 1994, compared to 4.6 billion, including 0.3 billion in sales to other utilities, for the third quarter of 1993. For the nine month periods ended September 30, 1994 and 1993, total kilowatt-hour sales were 15.8 billion, including 2.1 billion in sales to other utilities, and 14.5 billion, including 0.6 billion in sales to other utilities, respectively. The Company's operating revenues and associated expenses are not generated evenly during the year. Variations in energy usage by consumers do occur from season to season and from month to month within a season, primarily as a result of weather conditions. The Company normally experiences its highest energy sales in the first and fourth quarters of the year. Sales to other utilities also vary by quarter and year depending principally upon water conditions for the generation of hydroelectric power, customer usage and the energy requirements of other utilities. With the implementation of the PRAM in October 1991, earnings are no longer significantly influenced, up or down, by sales of surplus electricity to other utilities or by weather or hydro conditions. Preferred stock dividends for the third quarter of 1994 were largely unchanged from the third quarter of 1993 and decreased $0.8 million for the nine month period compared to the same period in 1993. The nine month period decrease was due to the redemptions of the $50 million, Flexible Dutch Auction Rate Transferable Securities (FLEX DARTS) $100 Par Value Preferred Stock, Series B in July 1993 and the $40 million, Adjustable Rate Cumulative Preferred Stock, Series A ($100 par value) in February 1994 and were partially offset by the issuance in February 1994 of the $50 million, Adjustable Rate Cumulative Preferred Stock, Series B ($25 par value). Comparative Periods Ending September 30, 1994 vs. September 30, 1993 Increase (Decrease) Three Nine Month Month Period Period ------ ------ (In Millions) Operating revenue changes General Rate Increase $ 2.2 $ 26.1 PRAM surcharge 4.8 14.2 Accrual of revenue under the PRAM - Net 13.9 (9.7) BPA Residential Purchase & Sale Agreement 2.4 9.0 Sales to other utilities 12.4 32.2 Load and other changes (1.6) (6.4) ---- ---- Total operating revenue changes 34.1 65.4 Operating expense changes Purchased & interchanged power 25.2 62.6 Fuel 1.9 (5.7) Other operation expenses 8.8 25.7 Maintenance (0.6) (0.3) Depreciation and amortization 1.8 3.3 Taxes other than federal income taxes 3.1 4.6 Federal income taxes (3.7) (6.0) ---- ---- Total operating expense changes 36.5 84.2 Allowance for funds used during construction (AFUDC) (0.6) (1.2) Other income 0.5 0.1 Interest charges excluding AFUDC 0.6 (0.2) ---- ---- NET INCOME CHANGES $ (3.1) $(19.7) ===== ===== The following is additional information pertaining to the changes outlined in the above table. Operating revenues ------------------ Revenues since October 1, 1993 increased as a result of rates authorized by the Washington Commission in its general rate and PRAM orders issued on September 21, 1993. See discussion of the general rate order and Periodic Rate Adjustment Mechanism in "Other."). Revenues in 1994 and 1993 were reduced because of the credit that the Company received through the Residential Purchase and Sale Agreement with the BPA. These credits, in the third quarter and first nine months of 1994, were smaller by $2.4 million and $9.0 million, respectively, compared to the same periods in 1993. This agreement enables the Company's residential and small farm customers to receive the benefits of lower-cost federal power. A corresponding reduction is included in purchased and interchanged power expenses. Revenues from kilowatt-hour sales, excluding the PRAM, were somewhat lower in the first nine months of 1994 as compared to the same period in 1993 due to warmer than normal temperatures in the first three months of 1994. Operating expenses ------------------ Purchased and interchanged power expenses increased $25.2 million for the third quarter of 1994 and $62.6 million for the first three quarters of 1994 compared to the same periods in 1993. Higher levels of purchased power, which contributed increases of $23.4 million and $57.1 million, were influenced by new firm power purchase contracts from PURPA (Public Utility Regulatory Policies Act) qualifying facilities. Also contributing to the increases were reductions in credits associated with the Residential Purchase and Sale Agreement with BPA of $2.3 million and $8.4 million for the three and nine month periods. (See discussion of Residential Purchase and Sale Agreement in "Operating revenues.") Fuel expense increased $1.9 million for the three month comparative period and decreased $5.7 million for the nine month comparative period. In the first quarter of 1994 the Company purchased additional power from cogeneration facilities rather than run Company-owned gas turbines to generate electricity. Other operating expenses increased $8.8 million and $25.7 million for the three and nine month comparative periods, respectively. Included in the increases were non-recurring charges of $1.9 million and $18.1 million for the comparative periods, respectively, reflecting costs associated with the Company's two voluntary early retirement and separation programs offered in 1994. The three month comparative period also included a $2.3 million increase in steam generation expense. The nine month comparative period included an increase of $3.6 million in transmission and distribution expenses and an increase of $2.6 million in amortization expense associated with the Company's energy conservation program. Depreciation and amortization expense increased $1.8 million and $3.3 million for the three and nine month comparative periods, respectively. The increases were due to the effects of new utility plant placed in service during the past year. Taxes other than federal income taxes increased $3.1 million and $4.6 million for three and nine month comparative periods, respectively. Municipal and state excise taxes, which are essentially revenue-based, were higher by $1.5 million and $2.6 million in the third quarter and first nine months of 1994, respectively, and were primarily responsible for the increases. Also contributing increases of $1.1 million and $0.9 million for the three and nine months comparative periods, respectively, were higher Washington state property taxes. Federal income taxes decreased $3.7 million and $6.0 million for the three and nine month comparative periods, respectively. The decreases were due primarily to lower pre-tax operating income in the respective periods. AFUDC ----- AFUDC, which does not represent current cash income, is normally included partially in other income and partially as an offset to interest expense. Other income ------------ Total other income increased $0.5 million and $0.1 million for the three and nine month periods ended September 30, 1994, over the same periods a year ago. The nine month change includes an increase in subsidiary earnings of $1.1 million recorded in the first quarter of 1994. This increase is due to an after-tax gain of $1.9 million resulting from the sale of a project by the Company's hydro development subsidiary. Cash received from the sale, which totaled $30.1 million, has been paid to the Company and is recorded on the Statement of Cash Flows as "Cash received from subsidiary." Interest charges ---------------- Interest charges, which consist of interest and amortization on long-term debt and other interest, increased $0.6 million and decreased $0.2 million for the three and nine month periods ended September 30, 1994, respectively, compared to the same periods in 1993. Interest and amortization on long-term debt alone decreased $0.2 million for the three month comparative period and $1.9 million for the nine month comparative period. Decreases of $1.9 million and $6.4 million, for the comparative periods, were attributable to eight First Mortgage Bond and Secured Medium-Term Note retirements or redemptions totaling $297 million over the previous 21 months. These decreases were partially offset by higher interest expenses of $1.8 million and $4.7 million for the comparative periods attributable to nine Medium-Term Notes totaling $169 million issued over the previous 20 months. Other interest expense increased $0.8 million and $1.6 million for the three and nine month comparative periods, respectively, due to higher amounts of outstanding short-term debt and higher interest rates compared to the same periods in 1993. Construction expenditures (excluding AFUDC and AFUCE) for the third quarter of 1994 were $38.5 million, including $5.8 million of conservation expenditures, compared to $45.7 million, including $11.3 million of conservation expenditures, for the third quarter of 1993. Year-to-date construction expenditures (excluding AFUDC and AFUCE) totaled $123.8 million, including $25.6 million of conservation expenditures, compared to $146.2 million, including $40.6 million of conservation expenditures, for the same period in 1993. Construction expenditures (excluding AFUDC and AFUCE) for 1994 and 1995 are expected to be $180 million and $234 million, respectively. Cash provided by operations (net of dividends, AFUDC and AFUCE) as a percentage of construction expenditures (excluding AFUDC and AFUCE) was 40% and 39% for the third quarters of 1994 and 1993, respectively. Cash provided by operations (net of dividends, AFUDC and AFUCE) as a percentage of construction expenditures (excluding AFUDC and AFUCE) was 88% and 87% for the nine month periods ended September 30, 1994 and 1993. The Company expects to fund an average of 62% of its estimated construction expenditures (excluding AFUDC and AFUCE) in 1994 and 1995 from cash provided by operations (net of dividends, AFUDC and AFUCE) with the balance being funded through the sales of securities, the nature, amount and timing of which will be subject to market conditions and other relevant factors. The Company made an initial payment of $8.0 million in 1993 for capacity rights to BPA's third A.C. transmission line to the southwest United States and expects to pay the remaining cost of $78 million in the first quarter of 1995. Construction expenditure estimates are subject to periodic review and adjustment. On February 1, 1994, the Company issued $55 million principal amount of Secured Medium-Term Notes Series B, due February 1, 2024, bearing interest at 7.35% per annum. Proceeds of this issue were used to extinguish $50 million principal amount of the Company's First Mortgage Bonds, 9.625% Series due 1997. The Company redeemed $24.5 million through a tender offer completed February 7, 1994. A portfolio of U.S. Government Treasury Securities was purchased to defease the remaining $25.5 million of the bonds. On February 14, 1994, the Company redeemed $15 million principal amount of First Mortgage Bonds, 4.75% Series due May 1, 1994. On May 27, 1994, the Company issued $30 million principal amount of Secured Medium-Term Notes Series B, due May 27, 2004, bearing interest at 7.80% per annum. Proceeds of this issue were used to pay down short-term debt. On February 3, 1994, the Company issued $50 million, Adjustable Rate Cumulative Preferred Stock, Series B ($25 par value). The proceeds were used to retire the $40 million principal amount of its Adjustable Rate Cumulative Preferred Stock, Series A ($100 par value) and to pay down short- term debt. On September 30, 1994, the Company had available $176.5 million in lines of credit with various banks which provide credit support for outstanding commercial paper of $117.9 million, effectively reducing the unused available borrowing capacity under these lines of credit to $58.6 million. In addition, the Company has agreements with several banks to borrow on an uncommitted, as available, basis at money-market rates quoted by the banks. There are no costs, other than interest, for these arrangements. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS For a description of legal proceedings relating to the Company's five percent interest in WPPSS Unit No. 3, see Note (b) to the Financial Statements. Other contingencies, arising out of the normal course of the Company's business, exist at September 30, 1994. The ultimate resolution of these issues is not expected to have a material adverse impact on the financial condition or results of operations of the Company. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are filed herewith: (12)-a Statement setting forth computation of ratios of earnings to fixed charges (1989 through 1993 and twelve months ending September 30, 1994). (12)-b Statement setting forth computation of ratios of earnings to combined fixed charges and preferred stock dividends (1989 through 1993 and twelve months ending September 30, 1994). (b) Reports on Form 8-K 1. Form 8-K dated September 28, 1994, Item 5 - Other Events, related to the Washington Commission's issuing two orders regarding the prudence of the Company's recent purchase power contracts and its annual rate increase under the PRAM. 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. PUGET SOUND POWER & LIGHT COMPANY Date: November 14, 1994 William S. Weaver ---------------------------- Executive Vice President and Chief Financial Officer (Principal financial officer and officer duly authorized to sign this report on behalf of the registrant)