FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1995
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 of Principal Executive Identification No.
Offices and Telephone Number
1-11299 ENTERGY CORPORATION 13-5550175
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
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 70113
Telephone (504) 529-5262
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 70113
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
<PAGE>
Indicate by check mark whether the registrants (1) have
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrants were
required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days.
Yes X No
Common Stock Outstanding Outstanding at July 31, 1995
Entergy Corporation ($0.01 par value) 227,749,167
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 1995
Page
Number
Definitions 1
Financial Statements:
Entergy Corporation and Subsidiaries:
Statements of Consolidated Income 3
Statements of Consolidated Cash Flows 4
Consolidated Balance Sheets 6
Arkansas Power & Light Company:
Statements of Income 8
Statements of Cash Flows 9
Balance Sheets 10
Gulf States Utilities Company:
Statements of Income 12
Statements of Cash Flows 13
Balance Sheets 14
Louisiana Power & Light Company:
Statements of Income 16
Statements of Cash Flows 17
Balance Sheets 18
Mississippi Power & Light Company:
Statements of Income 20
Statements of Cash Flows 21
Balance Sheets 22
New Orleans Public Service Inc.:
Statements of Income 24
Statements of Cash Flows 25
Balance Sheets 26
System Energy Resources, Inc.:
Statements of Income 28
Statements of Cash Flows 29
Balance Sheets 30
Notes to Financial Statements 32
Management's Financial Discussion and Analysis 45
Part II:
Item 1. Legal Proceedings 69
Item 4. Submission of Matters to a Vote of
Security Holders 70
Item 5. Other Information 71
Item 6. Exhibits and Reports on Form 8-K 75
Experts 77
Signature 78
<PAGE>
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, and no company makes any 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, 1994, and the Form 10-Q for the quarter ended
March 31, 1995, 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 1 Unit No. 1 of ANO
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
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
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, 1995,
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, 1994, 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 (nuclear)
Grand Gulf 1 Unit No. 1 of the Grand Gulf Station
(nuclear)
GSU Gulf States Utilities Company (including
wholly owned subsidiaries - Varibus
Corporation, GSG&T, Inc., Prudential Oil
& Gas, Inc., and Southern Gulf Railway
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
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
PCB Polychlorinated biphenyls
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
Revised Plan MP&L's Grand Gulf 1-related rate
phase-in plan, originally approved by
the MPSC in the Final Order on
Rehearing, as modified by the MPSC order
issued September 29, 1988, to bring such
plan into compliance with the
requirements of SFAS 92
River Bend River Bend Steam Electric Generating
Station (nuclear), owned 70% by GSU
RUS Rural Utility Services (formerly the
Rural Electrification Administration or
"REA")
SEC Securities and Exchange Commission
SFAS Statement of Financial Accounting
Standards as promulgated by the
Financial Accounting Standards Board
System Agreement Agreement, effective January 1, 1983, as
modified, 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
Waterford 3 Unit No. 3 of the Waterford Steam
Electric Generating Station (nuclear)
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
For the Three and Six Months Ended June 30, 1995 and 1994
(Unaudited)
Three Months Ended Six Months Ended
1995 1994 1995 1994
(In Thousands, Except Share Data)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $1,539,160 $1,551,673 $2,833,926 $2,891,925
Natural gas 20,118 22,766 60,788 76,845
Steam products 12,791 11,859 23,423 23,567
---------- ---------- ---------- ----------
Total 1,572,069 1,586,298 2,918,137 2,992,337
---------- ---------- ---------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 312,803 357,711 601,507 672,439
Purchased power 92,433 109,833 177,992 234,629
Nuclear refueling outage expenses 34,167 15,474 50,963 31,219
Other operation and maintenance 353,860 367,993 696,895 704,005
Depreciation, amortization, and decommissioning 169,557 160,856 339,101 321,665
Taxes other than income taxes 73,872 70,067 150,468 142,919
Income taxes 111,967 89,753 147,104 123,306
Amortization of rate deferrals 89,585 88,676 184,374 182,350
---------- ---------- ---------- ----------
Total 1,238,244 1,260,363 2,348,404 2,412,532
---------- ---------- ---------- ----------
Operating Income 333,825 325,935 569,733 579,805
---------- ---------- ---------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 2,353 3,135 4,847 6,670
Miscellaneous - net 9,108 6,659 16,278 17,892
Income taxes 1,164 (3,183) (809) (11,380)
---------- ---------- ---------- ----------
Total 12,625 6,611 20,316 13,182
---------- ---------- ---------- ----------
Interest Charges:
Interest on long-term debt 161,042 165,816 321,673 333,519
Other interest - net 5,662 4,494 14,652 8,197
Allowance for borrowed funds used
during construction (2,007) (2,527) (4,204) (5,169)
Preferred and preference dividend requirements of
subsidiaries and other 19,050 20,426 38,900 41,368
---------- ---------- ---------- ----------
Total 183,747 188,209 371,021 377,915
---------- ---------- ---------- ----------
Net Income $162,703 $144,337 $219,028 $215,072
========== ========== ========== ==========
Earnings per average common share $0.71 $0.63 $0.96 $0.94
Dividends declared per common share - - $0.90 $0.90
Average number of common shares
outstanding 227,747,609 229,440,707 227,582,228 230,010,476
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)
1995 1994
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $219,028 $215,072
Noncash items included in net income:
Change in rate deferrals/excess capacity-net 162,963 164,750
Depreciation, amortization, and decommissioning 339,101 321,665
Deferred income taxes and investment tax credits (1,221) 13,690
Allowance for equity funds used during construction (4,847) (6,670)
Amortization of deferred revenues - (14,632)
Changes in working capital:
Receivables (91,462) (62,170)
Fuel inventory (37,175) 29,723
Accounts payable (74,712) (50,684)
Taxes accrued 77,924 27,880
Interest accrued (7,924) (15,542)
Reserve for rate refund 9,971 -
Other working capital accounts (150,287) (143,630)
Decommissioning trust contributions (12,653) (11,742)
Provision for estimated losses and reserves 6,480 (4,523)
Other 14,561 45,014
-------- --------
Net cash flow provided by operating activities 449,747 508,201
-------- --------
Investing Activities:
Construction/capital expenditures (243,061) (327,154)
Allowance for equity funds used during construction 4,847 6,670
Nuclear fuel purchases (177,776) (44,994)
Proceeds from sale/leaseback of nuclear fuel 210,265 16,144
Investment in nonregulated/nonutility properties (46,243) (113)
-------- --------
Net cash flow used in investing activities (251,968) (349,447)
-------- --------
Financing Activities:
Proceeds from the issuance of:
First mortgage bonds - 59,410
General and refunding mortgage bonds 109,285 -
Other long-term debt 43,538 43,644
Retirement of:
First mortgage bonds (96,025) (85,600)
General and refunding mortgage bonds (44,200) (45,000)
Other long-term debt (45,404) (16,108)
Premium and expense on refinancing sale/leaseback bonds - (47,602)
Repurchase of common stock - (88,796)
Redemption of preferred stock (26,250) (26,259)
Changes in short-term borrowings (103,534) 106,200
Common stock dividends paid (204,267) (207,149)
-------- --------
Net cash flow used in financing activities (366,857) (307,260)
-------- --------
Net decrease in cash and cash equivalents (169,078) (148,506)
Cash and cash equivalents at beginning of period 613,907 563,749
-------- --------
Cash and cash equivalents at end of period $444,829 $415,243
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)
1995 1994
(In Thousands)
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $323,218 $336,230
Income taxes $86,327 $79,097
Noncash investing and financing activities:
Capital lease obligations incurred - $24,303
Change in unrealized appreciation/depreciation of
decommissioning trust assets $17,521 $7,477
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $21,350,820 $21,184,013
Plant acquisition adjustment - GSU 479,822 487,955
Electric plant under leases 668,843 668,846
Property under capital leases - electric 155,067 161,950
Natural gas 166,109 164,013
Steam products 77,307 77,307
Construction work in progress 529,091 476,816
Nuclear fuel under capital leases 330,238 265,520
Nuclear fuel 37,463 70,147
----------- -----------
Total 23,794,760 23,556,567
Less - accumulated depreciation and amortization 7,958,011 7,639,549
----------- -----------
Utility plant - net 15,836,749 15,917,018
----------- -----------
Other Property and Investments:
Decommissioning trust funds 242,805 207,395
Other 295,445 240,745
----------- -----------
Total 538,250 448,140
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 116,109 87,700
Temporary cash investments - at cost,
which approximates market 328,720 526,207
----------- -----------
Total cash and cash equivalents 444,829 613,907
Special deposits 17,447 8,074
Notes receivable 15,929 14,446
Accounts receivable:
Customer (less allowance for doubtful accounts of
$6.7 million in 1995 and 1994) 336,931 336,887
Other 47,970 66,651
Accrued unbilled revenues 350,709 240,610
Deferred fuel 28,662 -
Fuel inventory 130,386 93,211
Materials and supplies - at average cost 380,654 365,956
Rate deferrals 398,281 380,612
Prepayments and other 123,526 98,811
----------- -----------
Total 2,275,324 2,219,165
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 1,275,634 1,451,926
SFAS 109 regulatory asset - net 1,417,996 1,417,646
Unamortized loss on reacquired debt 228,878 232,420
Other regulatory assets 320,630 316,878
Long-term receivables 277,446 271,097
Other 339,760 339,201
----------- -----------
Total 3,860,344 4,029,168
----------- -----------
TOTAL $22,510,667 $22,613,491
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, $.01 par value, authorized 500,000,000
shares; issued 230,017,485 shares in 1995 and 1994 $2,300 $2,300
Paid-in capital 4,199,643 4,202,134
Retained earnings 2,236,785 2,223,739
Less - treasury stock (2,268,318 shares in 1995 and
2,608,908 in 1994) 67,270 77,378
----------- -----------
Total common shareholders' equity 6,371,458 6,350,795
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 273,698 299,946
Long-term debt 7,023,655 7,093,473
----------- -----------
Total 14,369,766 14,445,169
----------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 330,548 273,947
Other 320,000 310,977
----------- -----------
Total 650,548 584,924
----------- -----------
Current Liabilities:
Currently maturing long-term debt 403,060 349,085
Notes payable 68,333 171,867
Accounts payable 396,408 471,120
Customer deposits 138,775 134,478
Taxes accrued 170,502 92,578
Accumulated deferred income taxes 41,342 40,313
Interest accrued 187,715 195,639
Dividends declared 12,883 13,599
Deferred fuel cost - 27,066
Obligations under capital leases 152,730 151,904
Reserve for rate refund 66,943 56,972
Other 278,743 327,330
----------- -----------
Total 1,917,434 2,031,951
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 3,891,164 3,915,138
Accumulated deferred investment tax credits 667,289 649,898
Other 1,014,466 986,411
----------- -----------
Total 5,572,919 5,551,447
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $22,510,667 $22,613,491
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARKANSAS POWER & LIGHT COMPANY
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1995 and 1994
(Unaudited)
Three Months Ended Six Months Ended
1995 1994 1995 1994
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $412,164 $414,901 $751,760 $785,992
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 63,639 67,759 104,806 131,233
Purchased power 84,176 93,427 165,923 184,609
Nuclear refueling outage expenses 7,903 8,839 14,870 17,473
Other operation and maintenance 85,786 89,372 179,444 169,898
Depreciation, amortization, and decommissioning 39,602 36,540 78,954 72,258
Taxes other than income taxes 9,984 8,508 20,095 17,623
Income taxes 23,813 17,323 21,344 14,918
Amortization of rate deferrals 29,894 33,552 67,927 73,725
-------- -------- -------- --------
Total 344,797 355,320 653,363 681,737
-------- -------- -------- --------
Operating Income 67,367 59,581 98,397 104,255
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 691 896 1,606 2,050
Miscellaneous - net 10,820 11,997 26,352 24,561
Income taxes (4,241) (3,913) (10,338) (9,684)
-------- -------- -------- --------
Total 7,270 8,980 17,620 16,927
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 26,611 26,351 53,544 52,695
Other interest - net 624 1,294 3,740 2,003
Allowance for borrowed funds used
during construction (442) (847) (1,173) (1,667)
-------- -------- -------- --------
Total 26,793 26,798 56,111 53,031
-------- -------- -------- --------
Net Income 47,844 41,763 59,906 68,151
Preferred Stock Dividend Requirements
and Other 4,545 4,866 9,106 9,749
-------- -------- -------- --------
Earnings Applicable to Common Stock $43,299 $36,897 $50,800 $58,402
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARKANSAS POWER & LIGHT COMPANY
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)
1995 1994
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $59,906 $68,151
Noncash items included in net income:
Change in rate deferrals/excess capacity-net 61,207 51,782
Depreciation, amortization, and decommissioning 78,954 72,258
Deferred income taxes and investment tax credits (10,135) (20,012)
Allowance for equity funds used during construction (1,606) (2,050)
Changes in working capital:
Receivables (41,124) (36,401)
Fuel inventory (34,626) 27,345
Accounts payable 33,684 (31,606)
Taxes accrued 28,691 15,628
Interest accrued (759) (92)
Other working capital accounts (9,331) (38,907)
Decommissioning trust contributions (6,071) (5,288)
Provision for estimated losses and reserves 3,522 (8,224)
Other (21,032) (12,839)
-------- -------
Net cash flow provided by operating activities 141,280 79,745
-------- -------
Investing Activities:
Construction expenditures (78,692) (74,778)
Allowance for equity funds used during construction 1,606 2,050
Nuclear fuel purchases (32,874) -
Proceeds from sale/leaseback of nuclear fuel 32,831 -
-------- -------
Net cash flow used in investing activities (77,129) (72,728)
-------- -------
Financing Activities:
Proceeds from issuance of other long-term debt - 27,992
Retirement of first mortgage bonds (25,600) (600)
Redemption of preferred stock (7,000) (7,000)
Changes in short-term borrowings (34,000) 30,246
Dividends paid:
Common stock (40,300) (39,400)
Preferred stock (9,321) (9,915)
-------- -------
Net cash flow provided by (used in) financing activities (116,221) 1,323
-------- -------
Net increase (decrease) in cash and cash equivalents (52,070) 8,340
Cash and cash equivalents at beginning of period 80,756 1,825
-------- -------
Cash and cash equivalents at end of period $28,686 $10,165
======== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $51,392 $49,205
Income taxes $13,843 $28,677
Noncash investing and financing activities:
Capital lease obligations incurred - $14,626
Change in unrealized appreciation/depreciation of
decommissioning trust assets $11,347 $7,210
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARKANSAS POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $4,352,381 $4,293,097
Property under capital leases 53,412 56,135
Construction work in progress 144,723 136,701
Nuclear fuel under capital lease 108,967 94,628
---------- ----------
Total 4,659,483 4,580,561
Less - accumulated depreciation and amortization 1,781,356 1,710,216
---------- ----------
Utility plant - net 2,878,127 2,870,345
---------- ----------
Other Property and Investments:
Investment in subsidiary companies - at equity 11,215 11,215
Decommissioning trust fund 149,969 127,136
Other - at cost (less accumulated depreciation) 7,487 4,628
---------- ----------
Total 168,671 142,979
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash 10,683 3,737
Temporary cash investments - at cost,
which approximates market:
Associated companies 2,936 4,713
Other 15,067 72,306
---------- ----------
Total cash and cash equivalents 28,686 80,756
Accounts receivable:
Customer (less allowance for doubtful accounts
of $2.0 million in 1995 and 1994) 61,741 53,781
Associated companies 31,119 28,506
Other 8,130 11,181
Accrued unbilled revenues 117,465 83,863
Fuel inventory - at average cost 69,187 34,561
Materials and supplies - at average cost 80,837 79,886
Rate deferrals 122,632 113,630
Deferred excess capacity 8,392 8,414
Prepayments and other 16,223 23,867
---------- ----------
Total 544,412 518,445
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 294,627 360,496
Deferred excess capacity 15,742 20,060
SFAS 109 regulatory asset - net 219,689 227,068
Unamortized loss on reacquired debt 55,679 57,344
Other regulatory assets 77,411 68,813
Other 28,540 26,665
---------- ----------
Total 691,688 760,446
---------- ----------
TOTAL $4,282,898 $4,292,215
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARKANSAS POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, $0.01 par value, authorized
325,000,000 shares; issued and outstanding
46,980,196 shares in 1995 and 1994 $470 $470
Paid-in capital 590,844 590,844
Retained earnings 502,299 491,799
---------- ----------
Total common shareholder's equity 1,093,613 1,083,113
Preferred stock:
Without sinking fund 176,350 176,350
With sinking fund 51,527 58,527
Long-term debt 1,278,691 1,293,879
---------- ----------
Total 2,600,181 2,611,869
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 105,426 94,534
Other 71,757 68,235
---------- ----------
Total 177,183 162,769
---------- ----------
Current Liabilities:
Currently maturing long-term debt 28,175 28,175
Notes payable 667 34,667
Accounts payable:
Associated companies 41,587 17,345
Other 98,771 89,329
Customer deposits 18,074 17,113
Taxes accrued 73,930 45,239
Accumulated deferred income taxes 34,381 25,043
Interest accrued 30,305 31,064
Dividends declared 4,512 4,727
Co-owner advances 42,144 20,639
Deferred fuel cost 14,267 20,254
Nuclear refueling reserve 29,118 37,954
Obligations under capital leases 56,909 56,154
Other 21,965 45,632
---------- ----------
Total 494,805 473,335
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 836,175 859,558
Accumulated deferred investment tax credits 115,685 118,548
Other 58,869 66,136
---------- ----------
Total 1,010,729 1,044,242
---------- ----------
Commitments and Contingencies (Note 1)
TOTAL $4,282,898 $4,292,215
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GULF STATES UTILITIES COMPANY
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30,1995 and 1994
(Unaudited)
Three Months Ended Six Months Ended
1995 1994 1995 1994
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $462,297 $439,015 $841,088 $841,119
Natural gas 4,521 5,981 14,444 21,827
Steam products 12,791 11,859 23,423 23,567
-------- -------- -------- --------
Total 479,609 456,855 878,955 886,513
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 126,908 119,341 241,829 238,359
Purchased power 41,117 54,839 84,724 115,059
Nuclear refueling outage expenses 2,743 2,520 5,774 5,040
Other operation and maintenance 105,273 103,512 203,627 205,562
Depreciation, amortization, and decommissioning 50,392 49,209 100,731 97,076
Taxes other than income taxes 24,752 9,664 50,131 34,010
Income taxes 23,140 17,573 22,978 16,752
Amortization of rate deferrals 16,506 16,840 33,012 32,737
-------- -------- -------- --------
Total 390,831 373,498 742,806 744,595
-------- -------- -------- --------
Operating Income 88,778 83,357 136,149 141,918
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 266 379 517 639
Miscellaneous - net 5,696 4,085 11,610 8,233
Income taxes (2,164) (2,211) (3,029) (4,183)
-------- -------- -------- --------
Total 3,798 2,253 9,098 4,689
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 48,357 48,770 96,627 97,750
Other interest - net 1,083 4,057 2,093 5,237
Allowance for borrowed funds used
during construction (217) (301) (461) (507)
-------- -------- -------- --------
Total 49,223 52,526 98,259 102,480
-------- -------- -------- --------
Net Income 43,353 33,084 46,988 44,127
Preferred and Preference Stock
Dividend Requirements and Other 7,426 7,529 15,016 14,936
-------- -------- -------- --------
Earnings Applicable to Common Stock $35,927 $25,555 $31,972 $29,191
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<PAGE>
GULF STATES UTILITIES COMPANY
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)
1995 1994
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $46,988 $44,127
Noncash items included in net income:
Change in rate deferrals 33,012 32,737
Depreciation, amortization, and decommissioning 101,113 97,076
Deferred income taxes and investment tax credits 25,403 19,454
Allowance for equity funds used during construction (517) (639)
Changes in working capital:
Receivables (7,940) (29,924)
Fuel inventory (1,894) (4,484)
Accounts payable (34,007) 10,436
Taxes accrued 24,832 8,655
Interest accrued (9,334) (3,044)
Reserve for rate refund 2,381 -
Other working capital accounts (87,395) (37,366)
Decommissioning trust contributions (1,478) (1,478)
Other 9,186 3,127
-------- --------
Net cash flow provided by operating activities 100,350 138,677
-------- --------
Investing Activities:
Construction expenditures (53,779) (68,109)
Allowance for equity funds used during construction 517 639
Nuclear fuel purchases - (16,145)
Proceeds from sale/leaseback of nuclear fuel - 16,145
-------- --------
Net cash flow used in investing activities (53,262) (67,470)
-------- --------
Financing Activities:
Proceeds from the issuance of other long-term debt 2,277 -
Redemption of preferred stock (2,250) (2,250)
Dividends paid:
Common stock - (183,600)
Preferred and preference stock (14,917) (14,831)
-------- --------
Net cash flow used in financing activities (14,890) (200,681)
-------- --------
Net increase (decrease) in cash and cash equivalents 32,198 (129,474)
Cash and cash equivalents at beginning of period 104,644 261,349
-------- --------
Cash and cash equivalents at end of period $136,842 $131,875
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $102,618 $96,470
Income taxes $77 $7,573
Noncash investing and financing activities:
Capital lease obligations incurred - $16,145
Change in unrealized appreciation/depreciation of
decommissioning trust assets $1,651 ($244)
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GULF STATES UTILITIES COMPANY
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $6,886,116 $6,842,726
Natural gas 44,505 44,505
Steam products 77,307 77,307
Property under capital leases 80,977 82,914
Construction work in progress 107,934 96,176
Nuclear fuel under capital leases 61,225 80,042
---------- ----------
Total 7,258,064 7,223,670
Less - accumulated depreciation and amortization 2,597,889 2,504,826
---------- ----------
Utility plant - net 4,660,175 4,718,844
---------- ----------
Other Property and Investments:
Decommissioning trust fund 25,051 21,309
Other - at cost (less accumulated depreciation) 36,625 29,315
---------- ----------
Total 61,676 50,624
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash 8,454 8,063
Temporary cash investments - at cost,
which approximates market:
Associated companies 18,674 5,085
Other 109,714 91,496
---------- ----------
Total cash and cash equivalents 136,842 104,644
Special deposits 50,784 332
Accounts receivable:
Customer (less allowance for doubtful accounts
of $0.7 million in 1995 and 1994) 136,858 167,745
Associated companies 8,196 12,732
Other 17,399 20,706
Accrued unbilled revenues 86,140 39,470
Deferred fuel costs 20,659 6,314
Accumulated deferred income taxes 50,448 49,457
Fuel inventory 27,678 25,784
Materials and supplies - at average cost 101,390 90,054
Rate deferrals 93,774 100,478
Prepayments and other 16,524 13,422
---------- ----------
Total 746,692 631,138
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 468,486 506,974
SFAS 109 regulatory asset - net 436,502 426,358
Unamortized loss on reacquired debt 64,736 63,994
Other regulatory assets 31,486 35,168
Long-term receivables 277,446 264,752
Other 147,750 145,609
---------- ----------
Total 1,426,406 1,442,855
---------- ----------
TOTAL $6,894,949 $6,843,461
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GULF STATES UTILITIES COMPANY
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares in 1995 and 1994 $114,055 $114,055
Paid-in capital 1,152,419 1,152,336
Retained earnings 296,400 264,626
---------- ----------
Total common shareholder's equity 1,562,874 1,531,017
Preference stock 150,000 150,000
Preferred stock:
Without sinking fund 136,444 136,444
With sinking fund 92,687 94,934
Long-term debt 2,300,795 2,318,417
---------- ----------
Total 4,242,800 4,230,812
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 104,959 125,691
Other 72,985 68,753
---------- ----------
Total 177,944 194,444
---------- ----------
Current Liabilities:
Currently maturing long-term debt 70,425 50,425
Accounts payable:
Associated companies 33,189 31,722
Other 105,501 140,975
Customer deposits 22,901 22,216
Taxes accrued 37,310 12,478
Interest accrued 45,993 55,327
Nuclear refueling reserve 18,132 10,117
Obligations under capital leases 37,234 37,265
Reserve for rate refund 59,353 56,972
Other 95,103 111,963
---------- ----------
Total 525,141 529,460
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 1,113,402 1,100,396
Accumulated deferred investment tax credits 225,442 199,428
Deferred River Bend finance charges 70,226 82,406
Other 539,994 506,515
---------- ----------
Total 1,949,064 1,888,745
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $6,894,949 $6,843,461
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOUISIANA POWER & LIGHT COMPANY
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1995 and 1994
(Unaudited)
Three Months Ended Six Months Ended
1995 1994 1995 1994
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $406,110 $441,643 $759,106 $825,469
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 59,551 85,518 111,601 143,626
Purchased power 93,478 101,841 168,473 205,337
Nuclear refueling outage expenses 4,516 4,885 9,033 9,476
Other operation and maintenance 72,800 86,143 145,338 159,775
Depreciation, amortization, and decommissioning 38,910 37,451 77,417 74,843
Taxes other than income taxes 14,332 13,919 30,048 28,356
Income taxes 29,667 24,313 48,363 41,156
Amortization of rate deferrals 6,886 6,887 13,546 13,546
-------- -------- -------- --------
Total 320,140 360,957 603,819 676,115
-------- -------- -------- --------
Operating Income 85,970 80,686 155,287 149,354
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 539 978 1,103 2,089
Miscellaneous - net 209 130 581 441
Income taxes 37 50 12 40
-------- -------- -------- --------
Total 785 1,158 1,696 2,570
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 32,512 32,377 65,084 64,850
Other interest - net 1,660 1,763 3,745 3,075
Allowance for borrowed funds used
during construction (499) (649) (990) (1,450)
-------- -------- -------- --------
Total 33,673 33,491 67,839 66,475
-------- -------- -------- --------
Net Income 53,082 48,353 89,144 85,449
Preferred Stock Dividend Requirements
and Other 5,219 5,701 10,810 11,820
-------- -------- -------- --------
Earnings Applicable to Common Stock $47,863 $42,652 $78,334 $73,629
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOUISIANA POWER & LIGHT COMPANY
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)
1995 1994
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $89,144 $85,449
Noncash items included in net income:
Change in rate deferrals 13,546 13,546
Depreciation, amortization, and decommissioning 77,417 74,843
Deferred income taxes and investment tax credits (10,535) 25,253
Allowance for equity funds used during construction (1,103) (2,089)
Amortization of deferred revenues - (14,632)
Changes in working capital:
Receivables (7,873) (10,807)
Accounts payable 5,084 (15,689)
Taxes accrued 27,686 8,960
Interest accrued (2,216) (1,061)
Other working capital accounts (30,279) (15,707)
Decommissioning trust contributions (2,408) (2,408)
Other 1,264 1,464
-------- --------
Net cash flow provided by operating activities 159,727 147,122
-------- --------
Investing Activities:
Construction expenditures (43,559) (78,552)
Allowance for equity funds used during construction 1,103 2,089
Nuclear fuel purchases (40,493) -
Proceeds from sale/seaseback of nuclear fuel 40,493 -
-------- --------
Net cash flow used in investing activities (42,456) (76,463)
-------- --------
Financing Activities:
Retirement of:
First mortgage bonds - (25,000)
Other long-term debt (69) (63)
Redemption of preferred stock (7,500) (7,509)
Changes in short-term borrowings (9,344) 22,113
Dividends paid:
Common stock (86,200) (48,300)
Preferred stock (10,743) (11,638)
-------- --------
Net cash flow used in financing activities (113,856) (70,397)
-------- --------
Net increase in cash and cash equivalents 3,415 262
Cash and cash equivalents at beginning of period 28,718 33,489
-------- --------
Cash and cash equivalents at end of period $32,133 $33,751
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $67,432 $64,396
Income taxes $43,623 $18,219
Noncash investing and financing activities:
Capital lease obligations incurred - $9,677
Change in unrealized appreciation/depreciation of
decommissioning trust assets $1,934 $220
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOUISIANA POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $4,809,009 $4,778,126
Electric plant under lease 229,468 229,468
Construction work in progress 96,859 94,791
Nuclear fuel under capital lease 70,650 44,238
Nuclear fuel 6,346 6,420
---------- ----------
Total 5,212,332 5,153,043
Less - accumulated depreciation and amortization 1,666,260 1,600,510
---------- ----------
Utility plant - net 3,546,072 3,552,533
---------- ----------
Other Property and Investments:
Nonutility property 20,060 20,060
Decommissioning trust fund 32,238 27,076
Investment in subsidiary company - at equity 14,230 14,230
Other 1,080 1,078
---------- ----------
Total 67,608 62,444
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash 2,569 -
Temporary cash investments - at cost,
which approximates market 29,564 28,718
---------- ----------
Total cash and cash equivalents 32,133 28,718
Special deposits 6,503 3,237
Accounts receivable:
Customer (less allowance for doubtful accounts of
$1.2 million in 1995 and 1994) 63,093 58,858
Associated companies - 9,827
Other 13,691 11,609
Accrued unbilled revenues 74,492 63,109
Deferred fuel cost 15,278 -
Accumulated deferred income taxes 312 3,702
Materials and supplies - at average cost 92,906 89,692
Rate deferrals 28,422 28,422
Prepayments and other 19,584 25,291
---------- ----------
Total 346,414 322,465
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 12,063 25,609
SFAS 109 regulatory asset - net 374,743 379,263
Unamortized loss on reacquired debt 41,557 43,656
Other regulatory assets 24,385 25,736
Other 25,206 23,733
---------- ----------
Total 477,954 497,997
---------- ----------
TOTAL $4,438,048 $4,435,439
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOUISIANA POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, no par value, authorized
250,000,000 shares; issued and outstanding
165,173,180 shares in 1995 and 1994 $1,088,900 $1,088,900
Capital stock expense and other (5,029) (5,367)
Retained earnings 105,554 113,420
---------- ----------
Total common shareholder's equity 1,189,425 1,196,953
Preferred stock:
Without sinking fund 160,500 160,500
With sinking fund 103,765 111,265
Long-term debt 1,368,399 1,403,055
---------- ----------
Total 2,822,089 2,871,773
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 42,650 16,238
Other 54,038 54,216
---------- ----------
Total 96,688 70,454
---------- ----------
Current Liabilities:
Currently maturing long-term debt 110,245 75,320
Notes payable:
Associated companies 144 7,954
Other 17,666 19,200
Accounts payable:
Associated companies 41,400 20,793
Other 66,680 82,203
Customer deposits 55,947 54,934
Taxes accrued 25,826 (1,860)
Interest accrued 40,771 42,987
Dividends declared 5,217 5,489
Deferred fuel cost - 13,983
Obligations under capital leases 28,000 28,000
Other 18,898 20,156
---------- ----------
Total 410,794 369,159
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 869,019 883,945
Accumulated deferred investment tax credits 148,404 151,259
Deferred interest - Waterford 3 lease obligation 26,345 26,000
Other 64,709 62,849
---------- ----------
Total 1,108,477 1,124,053
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $4,438,048 $4,435,439
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MISSISSIPPI POWER & LIGHT COMPANY
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1995 and 1994
(Unaudited)
Three Months Ended Six Months Ended
1995 1994 1995 1994
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $240,310 $229,790 $433,634 $417,207
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 37,741 41,818 67,874 64,613
Purchased power 70,966 58,558 128,010 122,880
Other operation and maintenance 39,937 40,643 72,155 77,216
Depreciation and amortization 9,338 9,051 18,735 17,757
Taxes other than income taxes 10,494 10,460 21,083 20,736
Income taxes 10,731 10,628 14,094 11,853
Amortization of rate deferrals 28,311 24,804 56,621 49,609
-------- -------- -------- --------
Total 207,518 195,962 378,572 364,664
-------- -------- -------- --------
Operating Income 32,792 33,828 55,062 52,543
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 269 445 528 1,021
Miscellaneous - net 796 158 857 252
Income taxes (305) (61) (328) (97)
-------- -------- -------- --------
Total 760 542 1,057 1,176
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 11,856 11,614 22,948 24,117
Other interest - net 1,352 1,389 3,258 2,353
Allowance for borrowed funds used
during construction (234) (286) (439) (653)
-------- -------- -------- --------
Total 12,974 12,717 25,767 25,817
-------- -------- -------- --------
Net Income 20,578 21,653 30,352 27,902
Preferred Stock Dividend Requirements
and Other 1,544 1,955 3,251 4,030
-------- -------- -------- --------
Earnings Applicable to Common Stock $19,034 $19,698 $27,101 $23,872
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MISSISSIPPI POWER & LIGHT COMPANY
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)
1995 1994
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $30,352 $27,902
Noncash items included in net income:
Change in rate deferrals 29,566 44,127
Depreciation and amortization 18,735 17,757
Deferred income taxes and investment tax credits (7,196) (7,288)
Allowance for equity funds used during construction (528) (1,021)
Changes in working capital:
Receivables (19,922) (12,733)
Fuel inventory (4,448) 4,110
Accounts payable 23,540 13,367
Taxes accrued (4,239) (239)
Interest accrued 903 (4,217)
Other working capital accounts (3,864) (4,002)
Other 11,856 (4,311)
-------- --------
Net cash flow provided by operating activities 74,755 73,452
-------- --------
Investing Activities:
Construction expenditures (34,388) (80,224)
Allowance for equity funds used during construction 528 1,021
-------- --------
Net cash flow used in investing activities (33,860) (79,203)
-------- --------
Financing Activities:
Proceeds from the issuance of:
General and refunding bonds 79,480 -
Other long-term debt - 15,652
Retirement of:
General and refunding bonds (20,000) (30,000)
First mortgage bonds (20,000) -
Other long-term debt (15) (16,045)
Redemption of preferred stock (8,000) (8,000)
Changes in short-term borrowings (30,000) 49,354
Dividends paid:
Common stock (16,400) (8,800)
Preferred stock (3,343) (4,054)
-------- --------
Net cash flow used in financing activities (18,278) (1,893)
-------- --------
Net increase (decrease) in cash and cash equivalents 22,617 (7,644)
Cash and cash equivalents at beginning of period 9,598 7,999
-------- --------
Cash and cash equivalents at end of period $32,215 $355
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $24,066 $29,113
Income taxes $15,431 $8,577
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MISSISSIPPI POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $1,496,932 $1,475,322
Construction work in progress 78,495 67,119
---------- ----------
Total 1,575,427 1,542,441
Less - accumulated depreciation and amortization 599,463 582,514
---------- ----------
Utility plant - net 975,964 959,927
---------- ----------
Other Property and Investments:
Investment in subsidiary company - at equity 5,531 5,531
Other 5,619 5,624
---------- ----------
Total 11,150 11,155
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash 3,434 5,080
Temporary cash investments - at cost,
which approximates market
Associated companies 4,694 276
Other 24,087 4,242
---------- ----------
Total cash and cash equivalents 32,215 9,598
Accounts receivable:
Customer (less allowance for doubtful accounts of
$2.1 million in 1995 and 1994) 46,335 37,501
Associated companies 2,390 4,680
Other 1,852 2,789
Accrued unbilled revenues 54,187 39,873
Fuel inventory - at average cost 9,228 4,780
Materials and supplies - at average cost 22,814 20,642
Rate deferrals 119,637 106,538
Prepayments and other 15,657 10,672
---------- ----------
Total 304,315 237,073
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 343,055 385,720
Unamortized loss on reacquired debt 9,868 10,488
Other regulatory assets 9,097 10,168
Long-term receivable - 6,345
Other 7,075 8,569
---------- ----------
Total 369,095 421,290
---------- ----------
TOTAL $1,660,524 $1,629,445
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MISSISSIPPI POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, no par value, authorized
15,000,000 shares; issued and outstanding
8,666,357 shares in 1995 and 1994 $199,326 $199,326
Capital stock expense and other (1,661) (1,762)
Retained earnings 242,712 232,011
---------- ----------
Total common shareholder's equity 440,377 429,575
Preferred stock:
Without sinking fund 57,881 57,881
With sinking fund 23,770 31,770
Long-term debt 530,311 475,233
---------- ----------
Total 1,052,339 994,459
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 485 552
Other 11,522 8,984
---------- ----------
Total 12,007 9,536
---------- ----------
Current Liabilities:
Currently maturing long-term debt 50,965 65,965
Notes payable - 30,000
Accounts payable:
Associated companies 25,207 2,350
Other 30,888 30,205
Customer deposits 23,812 22,793
Taxes accrued 16,582 20,821
Accumulated deferred income taxes 52,249 47,515
Interest accrued 21,280 20,377
Dividends declared 1,433 1,626
Other 30,965 28,692
---------- ----------
Total 253,381 270,344
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 292,018 301,288
Accumulated deferred investment tax credits 28,753 29,528
SFAS 109 regulatory liability - net 11,213 13,099
Other 10,813 11,191
---------- ----------
Total 342,797 355,106
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $1,660,524 $1,629,445
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ORLEANS PUBLIC SERVICE INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1995 and 1994
(Unaudited)
Three Months Ended Six Months Ended
1995 1994 1995 1994
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $97,070 $107,617 $175,210 $186,472
Natural gas 15,596 16,785 46,342 55,018
------- -------- -------- --------
Total 112,666 124,402 221,552 241,490
------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 14,461 26,044 45,439 59,959
Purchased power 44,245 35,209 73,927 72,941
Other operation and maintenance 17,162 20,289 33,915 39,960
Depreciation and amortization 4,786 4,743 9,614 9,453
Taxes other than income taxes 6,607 6,877 13,834 13,931
Income taxes 4,920 7,555 8,195 8,174
Amortization of rate deferrals 7,985 5,805 13,265 12,733
------- -------- -------- --------
Total 100,166 106,522 198,189 217,151
------- -------- -------- --------
Operating Income 12,500 17,880 23,363 24,339
------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 35 124 61 237
Miscellaneous - net 73 474 489 984
Income taxes (28) (184) (188) (709)
------- -------- -------- --------
Total 80 414 362 512
------- -------- -------- --------
Interest Charges:
Interest on long-term debt 3,544 4,268 7,873 8,809
Other interest - net 375 306 967 593
Allowance for borrowed funds used
during construction (27) (92) (48) (176)
------- -------- -------- --------
Total 3,892 4,482 8,792 9,226
------- -------- -------- --------
Net Income 8,688 13,812 14,933 15,625
Preferred Stock Dividend Requirements
and Other 317 375 717 833
------- -------- -------- --------
Earnings Applicable to Common Stock $8,371 $13,437 $14,216 $14,792
======= ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ORLEANS PUBLIC SERVICE INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)
1995 1994
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $14,933 $15,625
Noncash items included in net income:
Change in rate deferrals 13,452 10,379
Depreciation and amortization 9,614 9,453
Deferred income taxes and investment tax credits (1,202) (10,899)
Allowance for equity funds used during construction (61) (237)
Changes in working capital:
Receivables (7,972) 2,842
Accounts payable 13,145 (3,801)
Taxes accrued (999) 7,173
Interest accrued (594) (679)
Income tax refund 704 -
Other working capital accounts (16,015) 8,180
Other (10,465) 3,752
------- -------
Net cash flow provided by operating activities 14,540 41,788
------- -------
Investing Activities:
Construction expenditures (8,738) (10,855)
Allowance for equity funds used during construction 61 237
------- -------
Net cash flow used in investing activities (8,677) (10,618)
------- -------
Financing Activities:
Proceeds from the issuance of general
and refunding bonds 29,805 -
Retirement of general and refunding bonds (24,200) (15,000)
Redemption of preferred stock (1,500) (1,500)
Dividends paid:
Common stock (5,800) (1,400)
Preferred stock (775) (845)
------- -------
Net cash flow used in financing activities (2,470) (18,745)
------- -------
Net increase in cash and cash equivalents 3,393 12,425
Cash and cash equivalents at beginning of period 8,031 43,317
------- -------
Cash and cash equivalents at end of period $11,424 $55,742
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $9,056 $9,663
Income taxes $10,465 $12,671
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ORLEANS PUBLIC SERVICE INC.
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $474,746 $470,560
Natural gas 121,604 119,508
Construction work in progress 9,761 7,284
-------- --------
Total 606,111 597,352
Less - accumulated depreciation and amortization 326,669 319,576
-------- --------
Utility plant - net 279,442 277,776
-------- --------
Other Investments:
Investment in subsidiary company - at equity 3,259 3,259
-------- --------
Current Assets:
Cash and cash equivalents:
Cash 1,815 849
Temporary cash investments - at cost,
which approximates market:
Associated companies 1,567 2,472
Other 8,042 4,710
-------- --------
Total cash and cash equivalents 11,424 8,031
Accounts receivable:
Customer (less allowance for doubtful accounts of
$0.8 million in 1995 and 1994) 28,903 23,938
Associated companies 2,844 3,503
Other 136 600
Accrued unbilled revenues 18,425 14,295
Deferred electric fuel and resale gas costs 6,992 856
Materials and supplies - at average cost 9,836 9,676
Rate deferrals 33,815 31,544
Income tax receivable 19,468 20,172
Prepayments and other 11,013 5,636
-------- --------
Total 142,856 118,251
-------- --------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 157,404 173,127
SFAS 109 regulatory asset - net 9,281 8,792
Unamortized loss on reacquired debt 2,147 2,361
Other regulatory assets 5,647 5,647
Other 3,833 3,681
-------- --------
Total 178,312 193,608
-------- --------
TOTAL $603,869 $592,894
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ORLEANS PUBLIC SERVICE INC.
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, $4 par value, authorized
10,000,000 shares; issued and outstanding
8,435,900 shares in 1995 and 1994 $33,744 $33,744
Paid-in capital 36,247 36,201
Retained earnings subsequent to the elimination of
the accumulated deficit on November 30, 1988 87,302 78,886
-------- --------
Total common shareholder's equity 157,293 148,831
Preferred stock:
Without sinking fund 19,780 19,780
With sinking fund 1,950 3,450
Long-term debt 155,935 164,160
-------- --------
Total 334,958 336,221
-------- --------
Other Noncurrent Liabilities:
Accumulated provision for losses 17,144 17,318
Other 171 1,745
-------- --------
Total 17,315 19,063
-------- --------
Current Liabilities:
Currently maturing long-term debt 38,250 24,200
Accounts payable:
Associated companies 15,830 6,456
Other 23,274 19,503
Customer deposits 18,041 17,422
Accumulated deferred income taxes 5,472 4,925
Taxes accrued 1,330 2,329
Interest accrued 4,648 5,242
Other 15,021 19,982
-------- --------
Total 121,866 100,059
-------- --------
Deferred Credits:
Accumulated deferred income taxes 88,304 89,246
Accumulated deferred investment tax credits 8,933 9,251
Other 32,493 39,054
-------- --------
Total 129,730 137,551
-------- --------
Commitments and Contingencies (Note 1)
TOTAL $603,869 $592,894
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1995 and 1994
(Unaudited)
Three Months Ended Six Months Ended
1995 1994 1995 1994
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $158,632 $151,219 $310,296 $299,066
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 3,561 12,234 15,896 24,221
Nuclear refueling outage expenses 19,005 - 21,286 -
Other operation and maintenance 23,803 25,951 48,902 47,491
Depreciation, amortization, and decommissioning 24,535 22,998 49,933 45,967
Taxes other than income taxes 7,024 6,645 14,198 13,518
Income taxes 19,414 17,612 38,719 37,748
-------- -------- -------- --------
Total 97,342 85,440 188,934 168,945
-------- -------- -------- --------
Operating Income 61,290 65,779 121,362 130,121
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 552 312 1,032 634
Miscellaneous - net 1,017 1,517 1,742 2,616
Income taxes 501 681 1,052 (1,039)
-------- -------- -------- --------
Total 2,070 2,510 3,826 2,211
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 38,162 40,045 75,596 82,907
Other interest - net 1,984 3,412 4,317 3,424
Allowance for borrowed funds used
during construction (588) (380) (1,092) (760)
-------- -------- -------- --------
Total 39,558 43,077 78,821 85,571
-------- -------- -------- --------
Net Income $23,802 $25,212 $46,367 $46,761
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)
1995 1994
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $46,367 $46,761
Noncash items included in net income:
Depreciation, amortization, and decommissioning 49,933 45,967
Deferred income taxes and investment tax credits (7,335) 8,689
Allowance for equity funds used during construction (1,032) (634)
Changes in working capital:
Receivables (60,206) (15,093)
Accounts payable (181) 13,217
Taxes accrued 14,062 (10,920)
Interest accrued 3,127 (6,577)
Other working capital accounts (22,710) (5,279)
Recoverable income taxes - 26,948
Decommissioning trust contributions (2,696) (2,503)
Other 32,074 12,291
------- --------
Net cash flow provided by operating activities 51,403 112,867
------- --------
Investing Activities:
Construction expenditures (17,178) (4,280)
Allowance for equity funds used during construction 1,032 634
Nuclear fuel purchases (52,188) (54)
Proceeds from sale/leaseback of nuclear fuel 52,188 -
------- --------
Net cash flow used in investing activities (16,146) (3,700)
------- --------
Financing Activities:
Proceeds from the issuance of:
First mortgage bonds - 59,410
Other long-term debt 43,538 -
Retirement of:
First mortgage bonds - (60,000)
Other long-term debt (45,320) -
Premium and expenses paid on refinancing sale/leaseback bonds - (47,602)
Common stock dividends paid (47,600) (79,300)
------- --------
Net cash flow used in financing activities (49,382) (127,492)
------- --------
Net decrease in cash and cash equivalents (14,125) (18,325)
Cash and cash equivalents at beginning of period 89,703 196,132
------- --------
Cash and cash equivalents at end of period $75,578 $177,807
======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $72,647 $88,723
Income taxes $23,659 $4,730
Noncash investing and financing activities:
Change in unrealized appreciation/depreciation of
decommissioning trust assets $2,589 $291
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $2,939,364 $2,939,384
Electric plant under lease 439,375 439,378
Construction work in progress 63,717 46,547
Nuclear fuel under capital lease 89,395 46,688
Nuclear fuel - 26,360
---------- ----------
Total 3,531,851 3,498,357
Less - accumulated depreciation and amortization 803,705 751,717
---------- ----------
Utility plant - net 2,728,146 2,746,640
---------- ----------
Other Investments:
Decommissioning trust fund 36,621 30,359
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash 155 -
Temporary cash investments - at cost,
which approximates market:
Associated companies 8,252 5,489
Other 67,171 84,214
---------- ----------
Total cash and cash equivalents 75,578 89,703
Accounts receivable:
Associated companies 68,766 7,450
Other 2,302 3,412
Materials and supplies - at average cost 68,959 71,991
Prepayments and other 13,704 5,429
---------- ----------
Total 229,309 177,985
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 388,995 389,264
Unamortized loss on reacquired debt 54,891 54,577
Other regulatory assets 197,157 199,080
Other 14,501 15,454
---------- ----------
Total 655,544 658,375
---------- ----------
TOTAL $3,649,620 $3,613,359
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
June 30, 1995 and December 31, 1994
(Unaudited)
1995 1994
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, no par value, authorized
1,000,000 shares; issued and outstanding
789,350 shares in 1995 and 1994 $789,350 $789,350
Paid-in capital 7 7
Retained earnings 84,448 85,681
---------- ----------
Total common shareholder's equity 873,805 875,038
Long-term debt 1,439,526 1,438,305
---------- ----------
Total 2,313,331 2,313,343
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 61,395 18,688
Other 14,342 14,342
---------- ----------
Total 75,737 33,030
---------- ----------
Current Liabilities:
Currently maturing long-term debt 105,000 105,000
Accounts payable:
Associated companies 42,420 32,272
Other 12,875 23,204
Taxes accrued 49,444 35,382
Interest accrued 43,923 40,796
Obligations under capital leases 28,000 28,000
Other 2,327 19,794
---------- ----------
Total 283,989 284,448
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 739,080 746,502
Accumulated deferred investment tax credits 108,846 110,584
FERC Settlement - refund obligation 58,673 60,388
Other 69,964 65,064
---------- ----------
Total 976,563 982,538
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $3,649,620 $3,613,359
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
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,
respectively, own 70% and 30% undivided interests in River Bend
and 42% and 58% undivided interests in Big Cajun 2, Unit 3.
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's complaint seeks 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. The suit also seeks to
recover as damages Cajun's alleged $1.6 billion investment in the
unit 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 on the portion of the suit by Cajun to rescind the
Operating Agreement was completed in March 1995, and a ruling
from the District Court is pending. No assurance can be given as
to the outcome of this litigation. If GSU is ultimately
unsuccessful in this litigation and is required to pay
substantial damages, GSU would probably be unable to make such
payments and would probably have to seek relief from its
creditors under the United States Bankruptcy Code (Bankruptcy
Code).
Since 1992 Cajun has not paid its full share of capital
costs, operating and maintenance expenses and other costs for
repairs and improvements to River Bend. In addition, Cajun paid
certain costs and expenses under protest. These actions were
taken by Cajun based on its contentions that River Bend operating
and maintenance expenses were excessive and that the RUS
allegedly would not permit Cajun to pay such costs. Cajun has
continued to fund its share of the nuclear decommissioning trust
payments for River Bend, as well as insurance and safety-related
expenses. Cajun's unpaid portion of River Bend operating and
maintenance expenses (including nuclear fuel) and capital costs
for the first six months of 1995 was approximately $29.7 million.
Cajun's total share of River Bend annual operating and
maintenance expenses (including nuclear fuel) and capital costs
was approximately $76.1 million in 1994.
In view of Cajun's failure to fund its share of River Bend-
related operating, maintenance and capital costs, GSU has (i)
credited GSU's share of expenses for Big Cajun 2, Unit 3 against
amounts due from Cajun to GSU and (ii) sought to market Cajun's
share of the power from River Bend and apply the proceeds to the
amounts due from Cajun to GSU. As a result, on November 2, 1994,
Cajun discontinued supplying GSU with its share of energy from
Big Cajun 2, Unit 3. GSU requested an order from the District
Court requiring Cajun to supply GSU with this energy, and
allowing GSU to credit amounts due to Cajun for Big Cajun 2, Unit
3 energy against amounts Cajun owed to GSU for River Bend. In
December 1994, the District Court ordered Cajun to supply GSU
with its share of energy from Big Cajun 2, Unit 3 and ordered GSU
to make payments for its share of Big Cajun 2, Unit 3 expenses to
the registry of the District Court.
On December 21, 1994, Cajun filed a petition in the United
States Bankruptcy Court for the Middle District of Louisiana
seeking relief under Chapter 11 of the Bankruptcy Code. Cajun's
bankruptcy could have a material adverse effect on GSU. GSU is
taking steps to protect its interests and its claims against
Cajun arising from the co-ownership of River Bend and Big Cajun
2, Unit 3. On December 31, 1994, the District Court issued an
order lifting an automatic stay as to certain proceedings, with
the result that the December 1994 order of the District Court
referred to above, remains in effect. Cajun filed a Notice of
Appeal on January 18, 1995, to the United States Fifth Circuit
Court of Appeals seeking a reversal of the District Court's
order. No hearing date has been set on Cajun's appeal.
In the bankruptcy proceedings, Cajun filed a motion to
reject the Operating Agreement as a burdensome executory
contract. GSU responded on January 10, 1995, with a memorandum
opposing Cajun's motion. If the District Court were to grant
Cajun's motion to reject the Operating Agreement, Cajun would be
relieved of its financial obligations under the contract, while
GSU would likely have a substantial damage claim arising from any
such rejection. Although GSU believes that Cajun's motion to
reject the Operating Agreement is without merit, it is not
possible to predict the outcome or ultimate impact of these
proceedings.
During the period in which Cajun is not paying its share of
River Bend-related 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 net amount resulting from Cajun's failure to pay its
full share of River Bend-related costs, reduced by the proceeds
from the sale of Cajun's share of River Bend power, was $60.6
million as of June 30, 1995, compared with $49 million as of
December 31, 1994. These amounts are reflected in long-term
receivables with an offsetting reserve in other deferred credits.
Cajun's bankruptcy may affect the ultimate collectibility of the
amounts owed to GSU, including any amounts that may be awarded in
litigation.
Cajun - Transmission Service
Entergy Corporation and GSU
GSU and Cajun are parties to FERC proceedings relating to
transmission service charge disputes. In April 1992, FERC issued
an order. In May 1992, GSU and Cajun filed motions for rehearing
which are pending at FERC. In June 1992, GSU filed a petition
for review in the United States Fifth Circuit Court of Appeals
(Court of Appeals) regarding certain of the issues decided by
FERC. In August 1993, the Court of Appeals rendered a decision
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 Court of
Appeals opinion remanded these issues to FERC for further pro
ceedings consistent with its opinion. In February 1995, FERC
clarified its order, eliminating an issue that GSU believes the
Court of Appeals directed FERC to reconsider. In April 1995, the
ALJ issued a ruling in the remanded portion of the proceeding,
which the FERC affirmed in an order issued on August 3, 1995.
Under GSU's interpretation of the 1992 FERC order, as
modified by its August 3, 1995 order, Cajun would owe GSU
approximately $62.1 million as of June 30, 1995. GSU further
estimates that if it were to prevail in its May 1992 motion for
rehearing and on certain other issues decided adversely to GSU in
the February 1995 and the August 1995 FERC orders, which GSU may
appeal, Cajun would owe GSU approximately $137.2 million as of
June 30, 1995. 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 Cajun were to appeal
the FERC's August 1995 order and prevail, GSU estimates it would
owe Cajun approximately $90.4 million as of June 30, 1995. 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. Pending FERC's ruling on
the May 1992 motions for rehearing, GSU has continued to bill
Cajun utilizing the historical billing methodology and has
recorded underpaid transmission charges, including interest, in
the amount of $167.3 million as of June 30, 1995. 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 severely 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 by Entergy Corporation and GSU in 1995, and subsequent
periods, with resulting substantial adverse adjustments to common
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.
Nonregulated Investments
Entergy Corporation
On March 31, 1995, Entergy Corporation, through its
subsidiary, Entergy Power Development Company (EPDC), entered
into an agreement with Enron Power Development Corporation, a
subsidiary of Enron Corporation, to acquire a 20% interest in the
Dabhol Power Project (Project), a 695 megawatt combined cycle
facility located in the State of Maharashtra, India. Pursuant to
an agreement, EPDC has placed approximately $20.5 million in an
escrow account. If EPDC becomes a participant in the Project,
its estimated investment in the first phase of the Project would
be approximately $90 million. At that time, EPDC would also have
an obligation to cover a pro-rata share of the cost overruns up
to approximately $30 million.
Subsequent to entering into the agreement with Enron Power
Development Corporation, the newly-elected Maharashtra state
government investigated the Project and its related cost of
power. On August 3, 1995, the Chief Minister of Maharashtra
stated that the government of Maharashtra has decided to suspend
the first phase of the Project, the 695 megawatt facility and
"scrap" the second phase of the Project, a 1,320 megawatt
facility, and indicated that orders to stop work would be
issued. In view of these developments, Entergy is uncertain
as to the future of the project and is considering its options.
Capital Requirements and Financing
Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy
See pages 109, 146-148, 189-191, 194, 228-230, 266-268, 299-
301, and 332 of the Form 10-K for information on the System
operating companies' and System Energy's construction
expenditures (excluding nuclear fuel) for the years 1995, 1996,
and 1997, and long-term debt and preferred stock maturities and
cash sinking fund requirements for the period 1995-1999.
Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs
Entergy Corporation, AP&L, GSU, LP&L, and System Energy
See pages 110, 149-150, 194-195, 231-232, and 334-335 of the
Form 10-K for information on nuclear liability, property and
replacement power insurance, and related NRC regulations.
See pages 110-112, 150-151, 195-196, 232-233, and 335-336 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.
The staff of the SEC has questioned certain of the financial
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 (FASB) is
reviewing the accounting for decommissioning. In June 1995, the
FASB reaffirmed its tentative conclusions on measurement issues
in accounting for the liability for the decommissioning of
nuclear power plants. The FASB supports measurement of the
liability based on discounted future cash flows. Those future
cash flows should be determined by estimating current costs and
adjusting for inflation, efficiencies that may be gained from
experience with similar activities, and consideration of
reasonable future advances in technology. The FASB also agreed
that changes in the decommissioning liability that result from
changes in assumptions should be recognized with a corresponding
adjustment to the plant asset and depreciation should be revised
prospectively. In addition, the FASB agreed that the asset
recognized as a result of recognizing the decommissioning
liability should be presented with other costs of the plant on
the financial statements because the cost of decommissioning the
plant is recognized as part of the total cost of the plant asset.
If current electric utility industry accounting practices
with respect to nuclear decommissioning are changed, among other
things, 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 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 31, 83, 112, and 138 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.
Further inspections and repairs were conducted at subsequent
refueling and mid-cycle outages in September 1992, May 1993,
April 1994, and January 1995. AP&L's budgeted maintenance
expenditures were adequate to cover the cost of such repairs.
Beginning in January 1995, ANO 2's output was reduced 15
megawatts or 1.6% due to secondary side fouling, tube plugging,
and reduction of primary temperature. Entergy Operations is
taking steps at ANO 2 to reduce the number and severity of
future tube cracks. However, the unit may be approaching the
limit for the number of steam generator tubes that can be plugged
with the unit in operation. If the currently established limit
is reached, it could require Entergy Operations to insert sleeves
in some of the steam generator tubes during future outages.
Currently, Entergy Operations is in the process of gathering
information and assessing various options for the repair or the
replacement of ANO 2's steam generator. Certain of these options
could, in the future, require significant capital expenditures
and result in additional outages. In addition, Entergy Operations
periodically meets with the NRC to discuss such steps and results
of inspections of the generator tubes, as well as the timing of
future inspections. Additional inspections are planned for the
normal refueling outage scheduled for October 1995.
Environmental Issues
AP&L
See pages 34-35 of the Form 10-K for information on PCB
contamination at former Reynolds Metals Company (Reynolds) plant
sites in Arkansas to which AP&L had supplied power. In May 1995,
AP&L was named as a defendant in a suit by Reynolds, seeking to
recover a share of the costs associated with the clean up of
hazardous substances at a site south of Arkadelphia, Arkansas.
Reynolds alleges that it has spent $11.2 million to cleanup the
site, and that the site was contaminated in part with PCBs for
which AP&L bears some responsibility. AP&L, voluntarily, at its
expense, has already completed remediation at a nearby substation
site, and believes that it has no liability for contamination at
the site that is subject to the Reynolds suit and will contest
the lawsuit. Regardless of the outcome, AP&L does not believe
this matter would have a materially adverse effect on its
financial condition or results of operations.
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 certain hazardous waste
disposal sites. 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
adversely affected by the outcome of the suits.
Through June 30, 1995, $7.7 million has been expended on the
cleanup. As of June 30, 1995, a remaining recorded liability of
$20.7 million existed relating to the cleanup of six sites at
which GSU has been designated a potentially responsible party.
See pages 35-36, 39-40, and 196-197 of the Form 10-K for
additional discussion of the sites where GSU has been designated
as a potentially responsible party by the EPA.
LP&L
During 1993, the Louisiana Department of Environmental
Quality issued new rules for solid waste regulation, including
waste water impoundments. LP&L determined that certain of its
power plant waste water impoundments were affected by these
regulations and has chosen to upgrade or close them. As a
result, a remaining recorded liability in the amount of $13.8
million existed at June 30, 1995, for waste water upgrades and
closures to be completed by 1996. Cumulative expenditures
relating to the upgrades and closures of waste water impoundments
were $2.3 million as of June 30, 1995. See pages 37 and 233 of
the Form 10-K for additional discussions of LP&L's waste water
impoundment upgrades and closures.
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 undivided interests (aggregating approximately 9.3%)
in Waterford 3. See pages 234-235 of the Form 10-K 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 would include a 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
times earnings. As of June 30, 1995, LP&L's total equity capital
was 48.23% of adjusted capitalization, and its fixed charge
coverage ratio was 3.07.
Reimbursement Agreement
System Energy
Under the provisions of the Reimbursement Agreement, as
amended, System Energy has agreed to a number of covenants
relating to the maintenance of certain capitalization and fixed
charge coverage ratios. System Energy agreed, during the term of
the Reimbursement Agreement, to maintain its equity at not less
than 33% of its adjusted capitalization (as defined in the
Reimbursement Agreement to include certain amounts not included
in capitalization for financial statement purposes). In
addition, System Energy must maintain, with respect to each
fiscal quarter during the term of the Reimbursement Agreement, a
ratio of adjusted net income to interest expense (calculated, in
each case, as specified in the Reimbursement Agreement) of at
least 1.60 times earnings. As of June 30, 1995, System Energy's
equity approximated 33.57% of its adjusted capitalization, and
its fixed charge coverage ratio was 1.23.
As a result of charges recorded in the fourth quarter of
1994 related to an agreement with FERC which settled a long-
standing dispute involving income tax allocation procedures,
System Energy has obtained the consent of certain banks to waive
temporarily the fixed charge coverage covenant in the letters of
credit and Reimbursement Agreement until November 30, 1995. (See
pages 92-93 and 327 of the Form 10-K for information on the FERC
Settlement.) System Energy expects that upon expiration of the
waiver period, it will be in compliance with the fixed charge
coverage covenant. Absent a waiver, System Energy's failure to
satisfy this covenant could cause a draw under and/or early
termination of the letters of credit. If the letters of credit
are not replaced in a timely manner, a default or early
termination of System Energy's leases could result. Draws under
the letters of credit must be repaid by System Energy within 5
days (or in some cases, 90 days) following the date of the
drawing. See page 334 of the Form 10-K for further information
on the Reimbursement Agreement.
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 as to 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 a
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 the PUCT had erred in assuming it
could set aside $1.4 billion of the total costs of River Bend and
consider them in a later proceeding, and that the PUCT had
effectively found that GSU had not met its burden of proof
related to the amounts placed in abeyance. The court ruled that
the Allowed Deferrals should not be included in rate base, and
further held that the PUCT had erred in reducing GSU's deferred
costs by $1.50 for each $1.00 of revenue collected under the
interim rate increases authorized in 1987 and 1988. The court
remanded the case to the PUCT with instructions as to the proper
handling of the Allowed Deferrals. GSU's motion for rehearing
was denied and, in December 1991, GSU filed an appeal of the
October 1991 district court order. The PUCT also appealed the
October 1991 district court order, which served to supersede the
district court's judgment, rendering it unenforceable under Texas
law.
In August 1994, the Texas Third District Court of Appeals
(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 deferred 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 also held that GSU's deferred
operating and maintenance costs associated with the allowed
portion of River Bend should be included in rate base and 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
stated that the result of the majority opinion was, among other
things, to deprive GSU of due process at the PUCT because the
PUCT had never made 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 appealed
the Appellate Court's decision to the Texas Supreme Court. The
Texas Supreme Court has not yet accepted the appeal, and no date
for oral argument has been set.
As of June 30, 1995, 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 $13 million,
$280 million (both net of depreciation), and $170 million,
respectively. Allowed Deferrals were approximately $86 million,
net of taxes and amortization, as of June 30, 1995. GSU
estimates it has recorded approximately $169 million of revenues
as of June 30, 1995, 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 to customers of revenue
received based upon such deferred costs will be required.
No assurance can be given as to the timing or outcome of the
remands or appeals described above. 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's inability
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. Management and legal counsel are unable
to predict the amount, if any, of abeyed and previously
disallowed River Bend plant costs that ultimately may be
disallowed by the PUCT. As of June 30, 1995, a net of tax write-
off of up to $293 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 these
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 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 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. Disallowed investment in the
plants 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 two of these PUCT decisions are
currently pending.
The following factors support management's position that a
loss contingency requiring accrual has not occurred, and 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; and
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, and 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.
The adoption of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of," (SFAS 121) which will become effective January 1, 1996, will
require the write-off of the $170 million of rate deferrals
discussed above, unless there are favorable regulatory or court
actions related to these costs prior to adoption. The standard
describes circumstances which may result in assets being impaired
and provides criteria for recognition and measurement of asset
impairment. See Note 7 for further information regarding SFAS
121.
Filings with the PUCT and Texas Cities
Entergy Corporation and GSU
In connection with the PUCT's investigation of the
reasonableness of GSU's rates, on March 20, 1995 the PUCT ordered
a $72.9 million annual base rate reduction for the period
March 31, 1994 through September 1, 1994, decreasing to an annual
base rate reduction of $52.9 million after September 1, 1994. In
accordance with the Merger agreement, the rate reduction was
applied retroactively to March 31, 1994. As a result, in 1994
GSU recorded a $57 million reserve for rate refund and a $12.8
million reserve for franchise taxes to be refunded.
`
On May 26, 1995, the PUCT amended its previously issued
March 20, 1995 rate order, reducing the annual base rate
reduction by $16.4 million to an annual level of $36.5 million.
The PUCT's action was based upon a recent Texas Supreme Court
decision not to require a utility to use the prospective tax
benefits generated by disallowed expenses to reduce rates. The
PUCT's May 26, 1995 amended order no longer requires GSU to pass
such prospective tax benefits on to its customers. Therefore,
in June 1995, GSU reduced the reserve for rate refund by $18.1
million based on the annual $36.5 million rate reduction. At
June 30, 1995, the reserve for rate refund balance was $59.4
million. GSU intends to appeal the PUCT order and no assurance
can be given to the timing or outcome of the appeal.
Filings with the LPSC
Entergy Corporation and GSU
In May 1994, GSU made the first required post-Merger
earnings analysis filing with the LPSC. On December 14, 1994,
the LPSC ordered a $12.7 million annual rate reduction for GSU
effective January 1995. The rate order included, among other
things, a reduction in GSU's Louisiana jurisdictional authorized
return on equity from 12.75% to 10.95% and the amortization for
the benefit of the customers of $8.3 million of previously
deferred unbilled revenue, representing one-half of the total
resulting from a change in accounting for unbilled revenue. In
December 1994, GSU received a preliminary injunction from the
District Court regarding $8.3 million of the reduction. On
January 1, 1995, GSU reduced rates by $4.4 million. GSU filed an
appeal of the entire $12.7 million rate reduction with the
District Court. In July 1995, the District Court denied the
appeal. GSU has appealed the order to the Louisiana Supreme
Court; however, no assurance can be given as to the timing or
outcome of the appeal. The preliminary injunction relating to
$8.3 million of the reduction, will remain in effect during the
appeal.
On May 31, 1995, GSU filed the second required post-Merger
earning analysis filing with the LPSC.
Entergy Corporation and LP&L
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. 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 a financial incentive for LP&L to maintain
continuous improvement in all three performance categories
(price, customer satisfaction, and service reliability).
As a result of the LPSC's base rate review, on June 2, 1995,
a $49.4 million reduction in base rates was ordered. This
included $10.5 million of rates previously reduced through fuel
clause reductions. Therefore, the net effect of the LPSC order
was to reduce rates by $38.9 million. The LPSC approved LP&L's
proposed formula rate plan with the following modifications. An
earnings band will be established with a range from 10.4% to 12%
for return on equity. If LP&L's earnings fall within the
bandwidth, no adjustment in rates occurs. If LP&L's earnings
are above a 12% return on equity, a 60/40 sharing with customers
occurs and customers receive 60% of earnings in excess of the 12%
through prospective rate reductions. Alternatively, if LP&L's
earnings are below a 10.4% return on equity, customers pay 60% of
the difference between the realized return on equity and a 10.4%
return on equity through prospective rate increases. The LPSC
also reduced LP&L's authorized rate of return from 12.76% to
11.2%. The LPSC rate order is retroactive to April 27, 1995. As
of June 30, 1995, LP&L had recorded a $7.6 million reserve for
rate refund.
On June 9, 1995, LP&L appealed the $49.4 million rate
reduction. On the same date LP&L also filed a petition for
injunctive relief from implementation of $14.7 million of the
$49.4 million rate reduction. The $14.7 million of the rate
reduction represents revenue made available to LP&L through a
previous LPSC order, which in turn allowed LP&L to provide
reduced rates to three industrial customers. Subsequently, a
request for a $14.7 million rate increase was filed by LP&L. On
July 13, 1995, LP&L was granted a preliminary injunction on $14.7
million of the rate reduction by the District Court pending a
final LPSC order. No assurance can be given as to the timing or
outcome of the appeal or the requested rate increase.
Proposed Rate Increase
System Energy
In May 1995, System Energy filed an application with FERC
for a $65.5 million rate increase. The request seeks changes to
the System Energy rate schedule, including increases in the
revenue requirement associated with decommissioning costs, the
depreciation accrual rate, and rate of return on common equity.
System Energy requested that the proposed rate increase become
effective subject to refund within 60 days after the filing date,
but the effective date was suspended until December 1995.
MP&L
MP&L's allocation of the proposed wholesale rate increase is
$21.6 million. In July 1995, MP&L filed a schedule with the MPSC
which will defer and later recover the amount of the System
Energy rate increase that is approved by the FERC. The deferral,
which must be approved by the MPSC, will begin in September 1995
and will end after the new wholesale rates approved by the FERC
go into affect. Beginning in 1998, MP&L will collect through its
rates the deferral balance and carrying charges.
February 1994 Ice Storm/Rate Rider
Entergy Corporation and MP&L
As discussed on pages 26, 95, and 262 of the Form 10-K, the
MPSC approved a stipulation in September 1994, with respect to
the recovery of ice storm costs recorded through April 30, 1994.
Under the stipulation, MP&L implemented an ice storm rate rider,
which increased rates approximately $8 million for a period of
five years beginning on September 29, 1994. This stipulation
also stated that 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.
In July 1995, MP&L and the MPSC Staff entered into a joint
stipulation which allows for a $2.5 million rate increase for a
period of four years beginning September 28, 1995, to recover
costs related to the ice storm that were recorded after April 30,
1994. The stipulation also allows for undepreciated ice storm
capital costs recorded after April 30, 1994 to be treated as
described above.
LPSC Fuel Cost Review
GSU
In November 1993, the LPSC ordered a review of GSU's fuel
costs for the period October 1988 through September 1991 (Phase
1) 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 ruled in the Phase 1 case that GSU should refund
approximately $27 million to its customers. Under the order, a
refund of $13.1 million was made through a billing credit on
August 1994 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 the
outcome of the district court appeal, and no assurance can be
given as to the timing or outcome of the appeal.
The LPSC is currently conducting Phase II of its review of
GSU's fuel costs for the period October 1991 through December
1994. On June 30, 1995, the LPSC consultants filed testimony
recommending a disallowance of $38.7 million of Phase II fuel
costs. Hearings are scheduled to begin in September 1995. No
assurance can be given to the timing or the outcome of the
review.
PUCT Fuel Cost Review
GSU
For information on the PUCT Fuel Cost Review for the period
December 1, 1986 through September 30, 1991, see pages 183-184 of
the Form 10-K.
On January 9, 1995, GSU and various parties reached an
agreement 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 the fourth quarter of 1994, GSU
recorded a reserve of $7.6 million as a result of this
settlement. On April 17, 1995, the PUCT issued a final order
approving the settlement.
NOTE 3. 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 depend
upon market conditions and authorization by the Entergy
Corporation Board of Directors. During the first six months of
1995, no shares of common stock were repurchased.
During the first six months of 1995, Entergy Corporation
issued 340,590 shares of its previously repurchased common stock,
reducing the amount held as treasury stock by $10.1 million.
Entergy Corporation issued these shares to meet the requirements
of its various stock plans. For further information on Entergy
Corporation's stock plans, see pages 103-104 of the Form 10-K.
NOTE 4. LONG-TERM DEBT
GSU
On July 1, 1995, GSU redeemed, pursuant to sinking fund
requirements, $50 million of its 9.72% Series Debentures due 1998
and $0.425 million of its 7.00% Series Pollution Control Revenue
Bonds due 2006.
NOTE 5. RETAINED EARNINGS
On July 28, 1995, Entergy Corporation's Board of Directors
declared a common stock dividend of 45 cents per share payable
on September 1, 1995.
NOTE 6. RESTRUCTURING COSTS
Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and Entergy
Services
The restructuring programs announced by Entergy in the third
quarter of 1994 included anticipated reductions in the number of
employees and the consolidation of offices and facilities.
Restructuring charges associated with these programs recorded in
1994 and the first six months of 1995 are shown below by company
together with actual termination benefits paid under the program.
Restructuring Restructuring
Liability Additional Liability
Company December 31, Accruals Payments June 30, 1995
1994
(In Millions)
AP&L $ 12.2 $ 9.0 $(12.0) $ 9.2
GSU 6.5 7.2 (7.0) 6.7
LP&L 6.8 5.0 (7.9) 3.9
MP&L 6.2 1.1 (4.9) 2.4
NOPSI 3.4 - (1.7) 1.7
Entergy Services - 6.0 (1.5) 4.5
------- ------ ------ --------
Total $ 35.1 $ 28.3 $(35.0) $ 28.4
======= ====== ====== ========
The restructuring charges shown above primarily included
employee severance costs related to the expected termination of
approximately 2,150 employees. In June 1995, the System recorded
$24.7 million of additional restructuring costs. As of June 30,
1995, 1,683 employees have either been terminated or accepted
voluntary separation under the restructuring plan.
Additionally, the System recorded $24.3 million in 1994 (of
which $23.8 million was recorded by GSU) for remaining severance
and augmented retirement benefits related to the Merger. Actual
termination benefits paid under the program during the first six
months of 1995 amounted to $17.1 million. During that same period
additional accruals of $5.0 million were recorded and adjustments
to the allocation of the total liability were made among the
System companies. At June 30, 1995 the total remaining System
liability of $12.2 million for expected future merger-related
outlays was comprised principally of GSU and Entergy Services'
liabilities of $8.0 million and $3.0 million, respectively.
NOTE 7. ACCOUNTING ISSUES
New Accounting Standard - In March 1995, the FASB issued SFAS
121, effective January 1, 1996. This standard describes
circumstances which may result in assets (including goodwill such
as the Merger acquisition adjustment, see pages 87-88 of the Form
10-K) being impaired and provides criteria for recognition and
measurement of asset impairment. Note 2 describes regulatory
assets of $170 million (net of tax) related to Texas retail
deferred River Bend operating and carrying costs. Management
believes these deferred costs will be required to be written off
under the provisions of SFAS 121 unless there are favorable
regulatory or court actions related to these costs prior to the
adoption of the new standard by Entergy.
Certain other assets and operations of Entergy totaling
approximately $1.8 billion (pre-tax) are most potentially
affected by the requirements of SFAS 121. Those assets include
AP&L's and LP&L's retained shares of Grand Gulf 1, Entergy
Power's investments in the Independence and Ritchie power plants,
GSU's Louisiana deregulated asset plan, and Texas jurisdiction
abeyed portion of the River Bend plant, in addition to the FERC
jurisdiction and steam department operations of GSU. As
discussed in the Form 10-K, GSU has previously discontinued the
application of SFAS 71 for the Louisiana deregulated asset plan,
and operations of the FERC jurisdiction and steam department.
Entergy will continually review these assets and operations in
order to determine if the carrying value of such assets will be
recovered. In most cases this determination will be based on the
net cash flows expected to result from such operations and
assets. Projected net cash flows will depend on the future
operating costs associated with the assets, the efficiency and
availability of the assets/generating units, and the future
market/price for energy over the remaining life of the assets.
__________________________________________
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.
<PAGE>
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.
Net cash flow from operations for Entergy Corporation, the System
operating companies, and System Energy for the six months ended
June 30, 1995 and 1994, was as follows (in millions):
Six Months Six Months
Company Ended 6/30/95 Ended 6/30/94
Entergy Corporation $449.7 $508.2
AP&L $141.3 $ 79.7
GSU $100.4 $138.7
LP&L $159.7 $147.1
MP&L $ 74.8 $ 73.5
NOPSI $ 14.5 $ 41.8
System Energy $ 51.4 $112.9
For the six months ended June 30, 1995, AP&L's net cash flow
from operations increased due primarily to reduced billings from
System Energy resulting from a FERC audit settlement in 1994 and
increased other working capital. Partially offsetting this
increase in net cash flow at AP&L was a higher fuel inventory
level due to the depletion of coal inventory in the first six
months of 1994 when spring flooding disrupted the normal coal
delivery schedule. GSU's net cash flow from operations decreased
for the six months ended June 30, 1995, due primarily to cash
required for an upcoming debt retirement, and to reduced working
capital. NOPSI's net cash flow from operations decreased for the
six months ended June 30, 1995, due primarily to reduced working
capital and to refunds associated with the 1994 NOPSI Settlement.
System Energy's net cash flow from operations decreased for the
six months ended June 30, 1995, due primarily to refunds to
associated companies resulting from a FERC audit settlement in
1994.
In the first six months of 1995, 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. Entergy's ability to fund most of its capital
requirements with cash from operations results from continued
efforts to streamline operations and to reduce costs, as well as
from collections under the rate phase-in plans, which exceed
current cash requirements for the related costs. (In the income
statement, these revenue collections are offset by the
amortization of previously deferred costs so that 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.
Entergy Corporation will consider investing up to
approximately $150 million per year for the next several years in
nonregulated business opportunities. See Part II for additional
discussion of Entergy Corporation's current and future
investments in nonregulated businesses. As discussed in Note 1
and "Significant Factors and Known Trends - Nonregulated
Investments", as of June 30, 1995, EPDC has made an initial
investment in the Dabhol Power Project by depositing $20.5
million in an escrow account.
Certain agreements and restrictions limit the amount of
mortgage bonds and preferred stock that can be issued by each of
the System operating companies and System Energy. Based on the
most restrictive applicable tests as of June 30, 1995, and
assumed annual interest or dividend rates of 8% for bonds and
8.75% for preferred stock, 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 $274 $462
GSU $ - $ -
LP&L $ 61 $867
MP&L $187 $ 81
NOPSI $ 20 $ 13
System Energy $ 44 *
* System Energy's charter does not provide for the issuance of
preferred stock.
In addition, the System operating companies and System
Energy have the ability, subject to certain conditions, to issue
bonds against retired bonds, in some cases without meeting an
earnings coverage test. As a result of the charges recorded in
1994, GSU is currently precluded from issuing first mortgage
bonds under its earnings coverage test. However, GSU has the
ability to issue up to approximately $578 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 3 and 4, and pages 102-105, 146-148, 189-
191, 228-230, 266-268, 299-301, and 332 of the Form 10-K.
The System operating companies and System Energy have SEC
authorization to effect short-term borrowings. As of June 30,
1995, GSU has unused lines of credit for short-term borrowings
totaling $5.0 million. See pages 101, 145, 188, 227, 265, 299,
and 331 of the Form 10-K for information on the System operating
companies', System Energy's and Entergy Services' short-term
borrowing authorizations and bank lines of credit. At June 30,
1995, the System operating companies, Entergy Services and System
Fuels had outstanding short-term borrowings from the Money Pool
and/or from banks as follows (in millions):
Company Money Pool Banks
LP&L $ 0.1 $17.7
Entergy Operations $10.6 $ -
Entergy Services $36.4 $35.0
System Fuels $ - $15.0
On July 27, 1995, Entergy Corporation received SEC
authorization for a $300 million bank line of credit and
negotiations with a group of banks to provide up to $300 million
in loans to Entergy Corporation are currently proceeding.
Proceeds from this bank line of credit are expected to be used
for common stock repurchases, investments in nonregulated and
nonutility businesses, and other general corporate activities.
Entergy Corporation's current primary capital requirements
are to invest periodically in, or make loans to, its
subsidiaries. Entergy Corporation expects to meet these
requirements in 1995 - 1997 with internally generated funds and
cash on hand. Entergy Corporation also pays dividends on its
common stock, which aggregated $204 million in the first six
months of 1995. Declarations of dividends on common stock are
made at the discretion of the Board. It is anticipated that
management will not recommend future dividend increases to the
Board unless such increases are justified by sustained earnings
growth of Entergy Corporation and its subsidiaries. Entergy
Corporation receives funds through dividend payments from its
subsidiaries. During the first six months of 1995, these common
stock dividend payments totaled $196 million. Certain
restrictions may limit the amount of these distributions. See
page 106 of the Form 10-K for additional information. GSU did
not make common stock dividend payments to Entergy Corporation in
the first six months of 1995.
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 Board
authorization. See Note 3 for additional information.
Recent rate reductions, as discussed in Note 2, as well as
any future rate reductions, have increased the need for Entergy
to stabilize and reduce costs in order to meet the increasing
competition in the utility industry as well as develop additional
sources of income.
Entergy Corporation and GSU
See Notes 1 and 2 regarding litigation with Cajun and River
Bend rate appeals. Write-offs or charges resulting from adverse
rulings in these matters, or ultimately required by the
application of SFAS 121 (see Note 7) could result in additional
net losses being reported by Entergy Corporation and GSU in 1995
and subsequent periods, with resulting adverse adjustments to
common equity of Entergy Corporation and GSU. 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
Under the Capital Funds Agreement, Entergy Corporation has
agreed to supply to System Energy sufficient capital to maintain
System Energy's equity capital at an amount equal to a minimum of
35% of its total capitalization (excluding short-term debt), and
to permit the continuation of commercial operation of Grand Gulf
1 and to pay in full all indebtedness for borrowed money of
System Energy when due under any circumstances. In addition,
under supplements to the Capital Funds Agreement assigning System
Energy's rights as security for specific debt of System Energy,
Entergy Corporation has agreed to make cash capital
contributions, if required, to enable System Energy to make
payments on such debt when due. The Capital Funds Agreement can
be terminated by the parties thereto, subject to the receipt of
consents of certain creditors.
RESULTS OF OPERATIONS
ENTERGY
Net Income
Consolidated net income increased for the three months ended
June 30, 1995 due primarily to increased wholesale revenues from
customers outside of Entergy's service area, a reduction of the
provision for a GSU rate refund associated with a 1995 PUCT rate
order, and a decrease in interest charges. Consolidated net
income increased slightly for the six months ended June 30, 1995
due primarily to an increase in other income and a decrease in
interest charges.
Significant factors affecting the results of operations and
causing variances between the three months and six months ended
June 30, 1995 and 1994 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues and Sales
Detailed below are Entergy's electric revenues by source and
KWH sales.
Three Months Ended Increase
Description 1995 1994 (Decrease)
(In Millions)
Electric Operating Revenues:
Residential $ 480.0 $ 489.1 $(9.1) (2)
Commercial 357.3 372.2 (14.9) (4)
Industrial 433.0 461.5 (28.5) (6)
Governmental 37.5 40.7 (3.2) (8)
------------------------
Total retail 1,307.8 1,363.5 (55.7) (4)
Sales for resale 82.7 76.3 6.4 8
Other 148.7 111.9 36.8 33
-------------------------
Total $1,539.2 $1,551.7 $(12.5) (1)
=========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 6,047 5,806 241 4
Commercial 4,958 4,813 145 3
Industrial 10,325 10,106 219 2
Governmental 564 553 11 2
-----------------------
Total retail 21,894 21,278 616 3
Sales for resale 2,406 2,035 371 18
-----------------------
Total 24,300 23,313 987 4
=======================
Six Months Ended Increase
Description 1995 1994 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 921.5 $ 965.1 $(43.6) (5)
Commercial 682.0 711.3 (29.3) (4)
Industrial 847.0 897.6 (50.6) (6)
Governmental 72.7 79.6 (6.9) (9)
--------------------------
Total retail 2,523.2 2,653.6 (130.4) (5)
Sales for resale 157.2 145.7 11.5 8
Other 153.5 92.6 60.9 66
--------------------------
Total $2,833.9 $2,891.9 $(58.0) (2)
==========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 11,907 11,868 39 -
Commercial 9,431 9,219 212 2
Industrial 20,360 19,833 527 3
Governmental 1,103 1,079 24 2
------------------------
Total retail 42,801 41,999 802 2
Sales for resale 4,283 3,771 512 14
------------------------
Total 47,084 45,770 1,314 3
========================
Electric operating revenues decreased for the three months
and six months ended June 30, 1995 due primarily to decreased
fuel adjustment revenues, partially offset by a reduction of the
provision of a GSU rate refund associated with a 1995 PUCT rate
order, increased weather-related sales, an increase in wholesale
revenues from outside Entergy's service area, and increased other
revenues. The decrease in fuel adjustment revenues reflects a
decrease in fuel prices. Other revenues increased primarily due
to the Grand Gulf over/under recovery, which does not affect net
income.
The changes in electric operating revenue for the three
months and six months ended June 30, 1995 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base rates $(8.1) $(22.4)
Rate riders (5.1) (12.5)
Fuel cost recovery (62.7) (108.8)
Sales volume/weather 25.5 26.2
Other revenue (including unbilled) 31.5 48.0
Sales for resale 6.4 11.5
------ ------
Total $(12.5) $(58.0)
====== ======
Gas operating revenues decreased in the first six months of
1995 due primarily to milder than normal winter weather,
decreased fuel adjustment revenues and gas rate reductions agreed
to in the 1994 NOPSI Settlement.
Expenses
Operating expenses decreased for three months and six months
ended June 30, 1995 due primarily to decreased fuel and purchased
power expenses, partially offset by increased nuclear outage
expenses and income taxes. Fuel for electric generation and fuel-
related expenses decreased due primarily to lower fuel costs.
Purchased power decreased due primarily to decreased power
purchases from non-associated utilities due to changes in
generation requirements for the System operating companies.
Nuclear refueling outage expense increased due primarily to a
Grand Gulf 1 refueling outage at System Energy. Income taxes
increased due primarily to higher pretax income, a decrease in
tax depreciation at LP&L's Waterford 3 and GSU's River Bend
plants, and decreased amortization of investment tax credits
related to the 1994 FERC Settlement.
Interest charges decreased for the three months and six
months ended June 30, 1995 due primarily to retirement and
refinancing of high-cost long-term debt, partially offset by
carrying charges related to the System Energy 1994 FERC
Settlement.
AP&L
Net Income
Net income increased in the second quarter of 1995 due
primarily to higher retail non-fuel revenues and lower other
operation and maintenance expenses partially offset by lower
sales for resale and higher income tax expense.
Net income decreased in the first six months of 1995 due
primarily to decreased sales for resale and higher other
operation and maintenance, depreciation, and income tax expenses.
Significant factors affecting the results of operations and
causing variances between the three months and six months ended
June 30, 1995 and 1994 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues and Sales
Detailed below are AP&L's operating revenues by source and
KWH sales for the three months and six months ended June 30, 1995
and 1994:
Three Months Ended Increase
Description 1995 1994 (Decrease) %
(In millions)
Electric Operating Revenues:
Residential $ 109.0 $ 108.3 $ 0.7 1
Commercial 73.9 74.8 (0.9) (1)
Industrial 84.9 80.6 4.3 5
Governmental 4.0 4.1 (0.1) (2)
------------------------
Total retail 271.8 267.8 4.0 1
Sales for resale
Associated companies 51.2 60.4 (9.2) (15)
Non-associated companies 40.5 42.5 (2.0) (5)
Other 48.7 44.2 4.5 10
------------------------
Total $ 412.2 $ 414.9 $(2.7) (1)
========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 1,149 1,141 8 1
Commercial 976 986 (10) (1)
Industrial 1,515 1,441 74 5
Governmental 66 57 9 16
----------------------
Total retail 3,706 3,625 81 2
Sales for resale
Associated companies 2,396 2,988 (592) (20)
Non-associated companies 1,156 1,065 91 9
----------------------
Total 7,258 7,678 (420) (5)
======================
Six Months Ended Increase
Description 1995 1994 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 233.2 $ 231.6 $ 1.6 1
Commercial 142.2 141.1 1.1 1
Industrial 162.5 153.4 9.1 6
Governmental 8.0 8.2 (0.2) (2)
-------------------------
Total retail 545.9 534.3 11.6 2
Sales for resale
Associated companies 80.3 127.0 (46.7) (37)
Non-associated companies 79.1 86.8 (7.7) (9)
Other 46.5 37.9 8.6 23
-------------------------
Total $ 751.8 $ 786.0 $(34.2) (4)
=========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 2,576 2,579 (3) -
Commercial 1,923 1,917 6 -
Industrial 2,954 2,805 149 5
Governmental 119 115 4 3
-------------------------
Total retail 7,572 7,416 156 2
Sales for resale
Associated companies 3,755 6,238 (2,483) (40)
Non-associated companies 2,029 2,269 (240) (11)
-------------------------
Total 13,356 15,923 (2,567) (16)
=========================
Electric operating revenues decreased in the second quarter
and first six months of 1995 due primarily to lower sales for
resale to associated companies caused by changes in generation
availability and requirements among the System operating
companies. This decrease was partially offset by higher retail
sales due primarily to an increase in customers and power usage.
The changes in electric operating revenue for the three
months and six months ended June 30, 1995 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base rates $1.6 $ 2.6
Rate riders 1.4 1.7
Fuel cost recovery (0.6) 3.6
Sales volume/weather 1.7 3.8
Other revenue (including unbilled) 4.4 8.5
Sales for resale (11.2) (54.4)
----- ------
Total $(2.7) $(34.2)
===== ======
Expenses
Operating expenses decreased in the second quarter of 1995
due primarily to lower fuel and fuel-related expenses and
purchased power expenses partially offset by higher income tax
expense. Fuel and fuel-related expenses and purchased power
expenses decreased due to the lower sales for resale to
associated companies as noted in "Revenues and Sales" above. The
increase in income tax expense is primarily due to higher pretax
income.
Operating expenses decreased for the six months of 1995 due
primarily to lower fuel and fuel-related expenses and purchased
power expenses partially offset by higher other operation and
maintenance expenses and income tax expenses. Fuel and purchased
power expenses decreased for the reasons discussed above. The
increase in other operation and maintenance expenses is primarily
the result of additional work being performed and the use of
materials during ANO 1's scheduled refueling outage which began
in mid-February 1995 and was completed in early April 1995. In
addition, ANO 2 experienced a 30 day mid-cycle outage during the
first quarter of 1995 which also required additional work and
materials. Income tax expense increased primarily due to the
write-off in 1994 of the investment tax credit in accordance
with the FERC Settlement.
GSU
Net Income
Net income increased for the three months and six months
ended June 30, 1995 primarily due to a reduction of the provision
for rate refund associated with a 1995 PUCT rate order (see Note
2 for further information). This increase was partially offset
by an increase in taxes other than income taxes.
Significant factors affecting the results of operations and
causing variances between the three months and six months ended
June 30, 1995 and 1994 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenue and Sales
Detailed below are GSU's operating revenues by source and
KWH sales for the three months and six months ended June 30, 1995
and 1994:
Three Months Ended Increase
Description 1995 1994 (Decrease) %
(In millions)
Electric Department Operating Revenues:
Residential $ 132.6 $ 132.7 $(0.1) -
Commercial 99.3 102.4 (3.1) (3)
Industrial 145.2 159.9 (14.7) (9)
Governmental 6.2 6.4 (0.2) (3)
--------------------------
Total retail 383.3 401.4 (18.1) (5)
Sales for resale
Associated companies 22.6 4.7 17.9 381
Non-associated companies 15.8 15.7 0.1 1
Other 40.6 17.2 23.4 136
--------------------------
Total Electric Department $ 462.3 $439.0 $ 23.3 5
==========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 1,754 1,672 82 5
Commercial 1,507 1,462 45 3
Industrial 3,677 3,811 (134) (4)
Governmental 63 74 (11) (15)
------------------------
Total retail 7,001 7,019 (18) -
Sales for resale
Associated companies 1,057 589 468 79
Non-associated companies 548 120 428 357
------------------------
Total Electric Department 8,606 7,728 878 11
Steam Department 452 421 31 7
------------------------
Total 9,058 8,149 909 11
========================
Six Months Ended Increase
Description 1995 1994 (Decrease) %
(In Millions)
Electric Department Operating Revenues:
Residential $ 249.1 $ 256.5 $(7.4) (3)
Commercial 191.6 197.1 (5.5) (3)
Industrial 287.5 312.9 (25.4) (8)
Governmental 12.4 12.7 (0.3) (2)
-------------------------
Total retail 740.6 779.2 (38.6) (5)
Sales for resale
Associated companies 32.8 14.0 18.8 134
Non-associated companies 30.6 24.8 5.8 23
Other 37.1 23.1 14.0 61
-------------------------
Total Electric Department $ 841.1 $841.1 - -
=========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 3,315 3,273 42 1
Commercial 2,849 2,769 80 3
Industrial 7,347 7,386 (39) (1)
Governmental 151 148 3 2
----------------------
Total retail 13,662 13,576 86 1
Sales for resale
Associated companies 1,558 987 571 58
Non-associated companies 1,021 263 758 288
----------------------
Total Electric Department 16,241 14,826 1,415 10
Steam Department 849 831 18 2
----------------------
Total 17,090 15,657 1,433 9
======================
Electric operating revenues increased in the three months
ended June 30, 1995 primarily due to a reduction of the provision
for rate refund associated with a 1995 PUCT rate order and an
increase in sales for resale. This increase was partially offset
by a decrease in fuel revenues.
Electric operating revenues were basically unchanged for the
first six months of 1995 primarily due to lower fuel revenues
which were offset by higher sales for resale. Sales for resale
increased as a result of an increase in sales to associated
companies caused by changes in generation availability and
requirements among the System operating companies.
Gas operating revenues decreased for the first six months of
1995 primarily due to a decrease in residential sales.
The changes in electric operating revenue for the three
months and six months ended June 30, 1995 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base rates $12.2 $(6.6)
Fuel cost recovery (24.8) (38.9)
Sales volume/weather 3.5 6.1
Other revenue (including unbilled) 14.4 14.8
Sales for resale 18.0 24.6
----- -----
Total $23.3 $ -
===== =====
Expenses
Operating expenses increased for the three months ended June
30, 1995 primarily due to increased taxes other than income taxes
and income taxes, partially offset by lower purchased power
expense. Taxes other than income taxes increased primarily due
to a refund of franchise taxes in 1994. Income taxes increased
primarily due to a decrease in tax depreciation associated with
River Bend and higher pre-tax income for this period. Purchased
power expense decreased primarily due to the changes in
generation availability and requirements among the System
operating companies. This increase in generation was offset by a
decrease in the price of fuel.
Operating expenses remained relatively unchanged for the
first six months of 1995 primarily due to the same reasons as the
three months ended June 30, 1995 (discussed above). In addition,
other operation and maintenance expenses increased slightly
primarily due to additional restructuring charges which were
partially offset by the prior year severance charges related to
the merger.
Other interest - net decreased for the three months and six
months ended June 30, 1995 primarily due to the one time interest
charge associated with the March 1994 Louisiana Supreme Court
ruling requiring GSU to refund to ratepayers 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.
LP&L
Net Income
Net income increased for the three months and six months
ended June 30, 1995. This is due primarily to lower other
operating and maintenance expenses partially offset by higher
income tax expense.
Significant factors affecting the results of operations and
causing variances between the three months and six months ended
June 30, 1995 and 1994 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues and Sales
Detailed below are LP&L's operating revenues by source and
KWH sales for the three months and six months ended June 30, 1995
and 1994.
Three Months Ended Increase
Description 1995 1994 (Decrease) %
(In millions)
Electric Operating Revenues:
Residential $ 132.9 $ 139.4 $(6.5) (5)
Commercial 85.4 92.0 (6.6) (7)
Industrial 153.5 169.1 (15.6) (9)
Governmental 7.8 7.9 (0.1) (1)
------------------------
Total retail 379.6 408.4 (28.8) (7)
Sales for resale
Associated companies 0.2 0.1 0.1 100
Non-associated companies 13.6 8.7 4.9 56
Other 12.7 24.4 (11.7) (48)
------------------------
Total $ 406.1 $ 441.6 $(35.5) (8)
========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 1,787 1,691 96 6
Commercial 1,159 1,118 41 4
Industrial 4,247 3,979 268 7
Governmental 108 99 9 9
----------------------
Total retail 7,301 6,887 414 6
Sales for resale
Associated companies 9 1 8 80
Non-associated companies 360 216 144 67
----------------------
Total 7,670 7,104 566 8
======================
Six Months Ended Increase
Description 1995 1994 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 244.8 $ 264.4 $(19.6) (7)
Commercial 161.4 172.8 (11.4) (7)
Industrial 302.4 329.0 (26.6) (8)
Governmental 15.5 15.8 (0.3) (2)
-------------------------
Total retail 724.1 782.0 (57.9) (7)
Sales for resale
Associated companies 0.4 0.2 0.2 100
Non-associated companies 23.6 15.5 8.1 52
Other 11.0 27.8 (16.8) (60)
-------------------------
Total $ 759.1 $ 825.5 $(66.4) (8)
=========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 3,374 3,371 3 -
Commercial 2,178 2,146 32 1
Industrial 8,326 7,956 370 5
Governmental 218 206 12 6
-----------------------
Total retail 14,096 13,679 417 3
Sales for resale
Associated companies 19 4 15 37
Non-associated companies 574 341 233 68
-----------------------
Total 14,689 14,024 665 5
=======================
Electric operating revenues were lower in the three months
and six months ended June 30, 1995 primarily due to lower fuel
adjustment revenues, which do not affect net income. In addition,
a reserve for rate refund was established (see Note 2 for further
information) and completion of the amortization of the proceeds
resulting from litigation with a gas supplier in the second
quarter of 1994 resulted in decreased other operating revenues
partially offset by higher sales to non-associated utilities.
The changes in electric operating revenue for the three
months and six months ended June 30, 1995 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base rates $(10.4) $(9.7)
Fuel cost recovery (39.9) (66.2)
Sales volume/weather 13.8 10.5
Other revenue (including unbilled) (4.0) (9.3)
Sales for resale 5.0 8.3
------ ------
Total $(35.5) $(66.4)
====== ======
Expenses
Operating expenses decreased for the three months and six
months ended June 30, 1995 primarily due to lower fuel, purchased
power, and other operation and maintenance expenses partially
offset by higher income tax expense. Fuel expenses decreased
primarily due to lower deferred fuel cost. The decrease in
purchased power expense is primarily due to changes in generation
availability and requirements among the System operating
companies. Other operation and maintenance expenses decreased
primarily due to lower fossil and nuclear maintenance activities
and a court settlement reducing legal expense. Income taxes
increased primarily due to a decrease in tax depreciation
associated with Waterford 3 and higher pre-tax income.
MP&L
Net Income
Net income decreased slightly in the three months ended June
30, 1995 due primarily to decreased sales for resale.
Net income increased in the six months ended June 30, 1995
due primarily to a decrease in other operation and maintenance
expenses and an increase in sales. The increase in sales was
partially offset by lower retail revenues due to the effects of a
March 1994 rate reduction.
Significant factors affecting the results of operations and
causing variances between the three months and six months ended
June 30, 1995 and 1994 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues and Sales
Detailed below are MP&L's operating revenues by source and
KWH sales for the three months and six months ended June 30, 1995
and 1994:
Three Months Ended Increase
Description 1995 1994 (Decrease) %
(In millions)
Electric Operating Revenues:
Residential $ 74.5 $ 75.0 $(0.5) (1)
Commercial 63.2 61.9 1.3 2
Industrial 43.7 45.0 (1.3) (3)
Governmental 6.8 7.3 (0.5) (7)
--------------------------
Total retail 188.2 189.2 (1.0) (1)
Sales for resale
Associated companies 6.0 11.0 (5.0) (45)
Non-associated companies 5.4 4.5 0.9 20
Other 40.7 25.1 15.6 62
--------------------------
Total $ 240.3 $ 229.8 $ 10.5 5
==========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 884 869 15 2
Commercial 794 749 45 6
Industrial 741 713 28 4
Governmental 80 87 (7) (8)
-----------------------
Total retail 2,499 2,418 81 3
Sales for resale
Associated companies 100 300 (200) (67)
Non-associated companies 176 141 35 25
-----------------------
Total 2,775 2,859 (84) (3)
=======================
Six Months Ended Increase
Description 1995 1994 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 141.6 $ 151.1 $ (9.5) (6)
Commercial 118.8 120.3 (1.5) (1)
Industrial 83.9 89.1 (5.2) (6)
Governmental 13.3 13.9 (0.6) (4)
-------------------------
Total retail 357.6 374.4 (16.8) (4)
Sales for resale
Associated companies 12.6 16.1 (3.5) (22)
Non-associated companies 9.6 7.5 2.1 28
Other 53.8 19.2 34.6 180
-------------------------
Total $ 433.6 $ 417.2 $ 16.4 4
=========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 1,817 1,845 (28) (2)
Commercial 1,518 1,432 86 6
Industrial 1,464 1,405 59 4
Governmental 158 164 (6) (4)
----------------------
Total retail 4,957 4,846 111 2
Sales for resale
Associated companies 259 356 (97) (27)
Non-associated companies 316 217 99 46
----------------------
Total 5,532 5,419 113 2
======================
Electric operating revenues increased in the three months ended
June 30, 1995 due to an increase in other revenues, partially offset
by lower sales for resale. Other revenues increased primarily due to
Grand Gulf over/under recovery, which does not affect net income.
Sales for resale decreased primarily due to changes in generation
availability and requirements among the System operating companies.
Electric operating revenues increased in the six months ended
June 30, 1995 due to an increase in other revenues, partially offset
by lower retail revenues. Other revenues increased primarily due to
Grand Gulf over/under recovery, which does not affect net income.
Retail revenues decreased primarily due to the effects of a March
1994 rate reduction.
The changes in electric operating revenue for the three months
and six months ended June 30, 1995 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base rates $(0.5) $(5.4)
Grand Gulf rate rider (6.4) (14.3)
Fuel cost recovery 3.9 (0.2)
Sales volume/weather 2.1 3.1
Other revenue (including unbilled) 15.6 34.6
Sales for resale (4.2) (1.4)
----- -----
Total $10.5 $16.4
===== =====
Expenses
Operating expenses increased for the three months and six months
ended June 30, 1995 primarily due to increased amortization of rate
deferrals and increased fuel and purchase power costs. In addition,
the increase in operating expenses for the six months ended June 30,
1995 was partially offset by a decrease in other operation and
maintenance expense. The amortization of rate deferrals increased in
the three months and six months ended June 30, 1995 reflecting the
fact that MP&L, based on the Revised Plan, collected more Grand Gulf
1-related costs from its customers in the three months and six months
ended June 30, 1995 than it recovered in the same period in 1994.
Purchased power increased for the three months ended June 30,
1995 primarily due to increased purchase power prices. Fuel and fuel-
related expenses and purchased power increased for the six months
ended June 30, 1995 due to increased generation requirements
resulting from increased energy sales. Other operation and
maintenance expenses decreased for the six months ended June 30, 1995
primarily due to increased maintenance incurred at various plant
sites during the three months ended March 31, 1994.
NOPSI
Net Income
Net income decreased in the three months and six months ended
June 30, 1995 due primarily to a permanent rate reduction that took
effect on January 1, 1995 partially offset by a decrease in other
operation and maintenance expenses.
Significant factors affecting the results of operations and
causing variances between the three months and six months ended June
30, 1995 and 1994 are discussed under "Revenues and Sales" and
"Expenses" below.
Revenues and Sales
Detailed below are NOPSI's operating revenues by source and KWH
sales for the three months and six months ended June 30, 1995 and
1994.
Three Months Ended Increase
Description 1995 1994 (Decrease) %
(In millions)
Electric Operating Revenues:
Residential $ 31.0 $ 33.6 $ (2.6) (8)
Commercial 35.4 41.1 (5.7) (14)
Industrial 5.6 6.8 (1.2) (18)
Governmental 12.8 15.1 (2.3) (15)
------------------------
Total retail 84.8 96.6 (11.8) (12)
Sales for resale
Associated companies 0.0 0.9 (0.9) (100)
Non-associated companies 2.4 2.2 0.2 9
Other 9.9 7.9 2.0 25
------------------------
Total $ 97.1 $ 107.6 $(10.5) (10)
========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 473 433 40 9
Commercial 522 498 24 5
Industrial 146 135 11 8
Governmental 248 234 14 6
-----------------------
Total retail 1,389 1,300 89 7
Sales for resale
Associated companies 2 34 (32) (94)
Non-associated companies 76 67 9 13
-----------------------
Total 1,467 1,401 66 5
=======================
Six Months Ended Increase
Description 1995 1994 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 52.8 $ 61.6 $ (8.8) (14)
Commercial 67.9 80.1 (12.2) (15)
Industrial 10.7 13.1 (2.4) (18)
Governmental 23.5 29.0 (5.5) (19)
------------------------
Total retail 154.9 183.8 (28.9) (16)
Sales for resale
Associated companies 1.3 0.9 0.4 44
Non-associated companies 4.3 3.6 0.7 19
Other 14.7 (1.8) 16.5 (917)
-------------------------
Total $ 175.2 $ 186.5 $(11.3) (6)
=========================
Billed Electric Energy
Sales (Millions of KWH):
Residential 825 800 25 3
Commercial 962 955 7 1
Industrial 269 254 15 6
Governmental 458 445 13 3
-----------------------
Total retail 2,514 2,454 60 2
Sales for resale
Associated companies 68 36 32 8
Non-associated companies 136 94 42 4
-----------------------
Total 2,718 2,584 134 5
=======================
Electric operating revenues decreased in the three months
and six months ended June 30, 1995 due primarily to a decrease in
retail base revenues. This decrease was partially offset by a
reserve for revenue reduction recorded in the first quarter of
1994 and increased sales for resale to associated companies for
the six months ended June 30, 1995.
The changes in electric operating revenue for the three
months and six months ended June 30, 1995 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base rates $(10.8) $(3.3)
Fuel cost recovery (1.4) (7.1)
Sales volume/weather 4.3 2.7
Other revenue (including unbilled) (1.9) (4.7)
Sales for resale (0.7) 1.1
------ ------
Total $(10.5) $(11.3)
====== ======
For the three months and six months ended June 30, 1995,
gas operating revenues decreased due primarily to decreased gas
sales, the rate reduction agreed to in the 1994 NOPSI Settlement
effective January 1, 1995, and a lower unit purchase price for
gas purchased for resale.
Expenses
Operating expenses decreased for the three months and six
months ended June 30, 1995 due primarily to lower fuel and other
operation and maintenance expenses.
The decrease in fuel and fuel-related expenses is partially
offset by an increase in purchased power expenses for the three
months ended June 30, 1995. Gas purchased for resale decreased
for the six months ended June 30, 1995 due primarily to decreased
gas sales and a lower unit purchase price. Purchased power
expenses increased in the three months and six months ended June
30, 1995 due primarily to changes in generation requirements
among the System operating companies and higher costs.
Other operation and maintenance expenses decreased primarily
due to a decrease in maintenance activity and lower payroll
expenses. The decrease in payroll expenses is the result of
restructuring and a decrease in the number of employees. Income
taxes decreased in the three months ended June 30, 1995 due
primarily to lower pre-tax income.
SYSTEM ENERGY
Net Income
Net income decreased for the three months ended June 30,
1995, due primarily to increased nuclear refueling outage
expenses, partially offset by an increase in revenues. Net
income for the six months ended June 30, 1995 was virtually
unchanged from the same period in 1994.
Significant factors affecting the results of operations and
causing variances between the second quarters and first six
months of 1995 and 1994 are discussed under "Revenues" 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 increased for the three months and six
months ended June 30, 1995, due primarily to increased expenses
in connection with a Grand Gulf 1 refueling outage and higher
depreciation, amortization, and decommissioning expense offset by
a lower return on System Energy's decreasing investment in Grand
Gulf 1 (caused by depreciation of the unit).
Expenses
Operation and maintenance expenses increased for the three
months and six months ended June 30, 1995, principally as a
result of a refueling outage which began April 15, 1995 and ended
June 9, 1995. Fuel expense decreased for the second quarter and
first six months of 1995 as a result of the refueling outage.
Depreciation, amortization, and decommissioning expense
increased for the three months and six months ended June 30, due
primarily to increases of $2 million and $5 million,
respectively, in amortization expense as a result of the
reclassification of $81 million of Grand Gulf 1 costs in
accordance with the November 1994 FERC Settlement. The increase
in amortization expense was partially offset by a decrease in
depreciation expense related to the reclassified costs.
Interest expense decreased in the second quarter and first
six months of 1995 due primarily to the retirement and
refinancing of high-cost long-term debt.
SIGNIFICANT FACTORS AND KNOWN TRENDS
Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System
Energy
Competition and Industry Challenges
The electric utility industry, including Entergy, is
experiencing increased competitive pressures. Entergy is seeking
to continue as a leading competitor in the changing electric
energy business. Competition presents Entergy with many
challenges. The following have been identified by Entergy as its
major competitive challenges.
Entergy Retail and Wholesale Rate Issues
Increasing competition anticipated in the utility industry
as well as recent rate reductions increase the need for Entergy
to reduce its costs. The retail regulatory philosophy is
shifting in some jurisdictions from traditional cost-of-service
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. MP&L implemented an incentive-rate plan in
March 1994, and in June 1995, the LPSC approved a performance
based formula rate plan for LP&L. GSU agreed to shared-savings
plans as part of the Merger. Recognizing that many industrial
customers have energy alternatives, Entergy continues to work
with these customers to address their needs. In certain cases,
competitive prices are negotiated, using variable-rate designs.
As discussed on pages 23, 26, 27-28, 92, 94-95, 97, 183, 261
and 295 of the Form 10-K during the fiscal year 1994, GSU's
Louisiana jurisdiction, MP&L and NOPSI reduced rates in
accordance with regulatory orders. During the first six months
of 1995, GSU's Texas jurisdiction and LP&L were also required by
regulators to reduce rates. See Note 2 for additional discussion
of Entergy's rate activities.
In connection with the Merger, AP&L and MP&L agreed with
their respective retail regulators not to request any general
retail rate increases that would take effect before November
1998, with certain exceptions. MP&L also agreed that during this
period retail base rates under its formula rate plan would not be
increased above the level of rates in effect on November 1, 1993.
GSU agreed with the LPSC and PUCT to a five-year Rate Cap
(beginning January 1, 1994) 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.
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. On October 31, 1994, as
amended on January 25, 1995, Entergy Services filed with FERC
revised transmission tariffs intended to provide access to
transmission service on the same or comparable bases, terms, and
conditions as the System operating companies, and the tariffs
were subsequently approved. Open access and market pricing, once
they take 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 light of the rate issues discussed above, Entergy's
utility subsidiaries are aggressively reducing costs to avoid
potential earnings erosions that might result, as well as to
compete successfully by becoming a low-cost producer. In 1995,
Entergy implemented a restructuring program related to certain of
its operating units, designed to reduce costs and to improve
operating efficiencies. See pages 117, 155, 201, 238, and 306 of
the Form 10-K and Note 6 for further information. Also, in
response to an increasingly competitive environment, AP&L, LP&L,
MP&L, and NOPSI have announced intentions to revise their initial
least-cost planning activities, and GSU is continuing to work
with the LPSC and PUCT regarding integrated resource planning.
Potential Changes in the Electric Utility Industry
Retail wheeling, the transmission by an electric utility of
energy produced by another entity over the utility's transmission
and distribution system to a retail customer in the electric
utility's area of service, is also evolving. Over a dozen states
have been or are studying or experimenting with the concept of
retail competition. In April 1994, the state of Michigan
initiated a five-year experiment that would allow limited
competition among public utilities; however, it is currently
being challenged in the courts. In May 1995, the California
Public Utilities Commission adopted a preliminary proposal to
create a wholesale power pool (Poolco). Under the proposal the
FERC would have exclusive jurisdiction over the pool, while an
independent operator would manage the transmission network and
generation dispatch. Customers would access Poolco through
bilateral contracts at least two years after the pool begins
operation. The Rhode Island Public Utilities Commission has
adopted a proposal calling for, among other things, retail
wheeling and the unbundling of generation from transmission and
distribution services. The Massachusetts Department of Public
Utilities has also considered a similar proposal. These types of
proposals are indicative of the movement of the retail electric
market toward deregulation and increased competition. The retail
market for electricity is expected to become more competitive
with such moves toward deregulation and with greater focus on
customer choice.
The movement of the retail electric market toward
deregulation and increased competition is also prevalent in areas
of the country in which Entergy presently operates. On April 21,
1995, a newly incorporated entity, Crescent City Utilities, Inc.,
submitted to the Council a draft resolution intended to permit
the use of NOPSI's gas and electric transmission and distribution
facilities by any other franchised utility to supply electricity
and gas to retail customers in New Orleans. On April 27, 1995,
the Council issued a statement noting that the Council played no
role in the development of the resolution, that it had not
received the document formally and that no hearings had been
scheduled to address its merits. However, the Council later
stated its intention to schedule public hearings to consider
competition in the electric utility service industries and retail
electric industry. No schedule for such hearings has been
announced. The Texas legislature has recently revised the Public
Utility Regulatory Act, the law regulating electric utilities in
Texas. The revised law permits utility and non-utility exempt
wholesale generators and power marketers to sell wholesale power
in the state. The revised law also allows for flexible pricing
but does not change the current law governing retail wheeling or
treatment of federal income taxes. During the second quarter of
1995, the Louisiana legislature considered a bill permitting
local retail wheeling; however, the bill was defeated.
In some areas of the country, municipalities (or comparable
entities) whose residents are served at the retail level by an
investor-owned utility pursuant to a franchise, are exploring the
possibility of establishing new distribution systems in order to
serve retail customers, especially large industrial customers,
that currently receive service from an investor-owned utility.
These options depend on the terms of a utility's franchise as
well as on state law and regulation. In addition, FERC's
authority to order utilities to transmit for a new or expanding
municipal system is limited in certain respects. Where
successful, however, the establishment of a municipal system or
the acquisition by a municipal system of a utility's customers
could result in the inability of a utility to recover costs that
it has incurred in serving those customers.
In mid-1994, FERC issued a notice of proposed rulemaking
concerning a regulatory framework for dealing with recovery of
stranded costs, such as those associated with high-cost nuclear
generating units, which may be incurred by electric utilities as
a result of increased competition. In addition to addressing
recovery of stranded costs related to wholesale service, the
proposal requested comment as to recovery of retail stranded
costs in transmission rates where state regulatory authorities
failed to address the issue or were in conflict. On March 29,
1995, FERC issued a supplemental notice of proposed rulemaking in
this proceeding which would require public utilities to provide
non-discriminatory open access transmission service to wholesale
customers, and which would also provide guidance on the recovery
of wholesale and retail stranded costs. Under the proposal,
public utilities would be required to file transmission tariffs
for both point-to-point and network services. Model transmission
tariffs were included in the proposal. With regard to pending
proceedings, including Entergy's tariff proceeding, FERC directed
the parties to proceed with their cases while taking into account
FERC's views expressed in the proposed rule. Comments will be
filed in August 1995, with reply comments in October 1995. The
risk of exposure to stranded costs which may result from
competition in the industry will depend on the extent and timing
of retail competition, the resolution of jurisdictional issues
concerning stranded cost recovery, and the extent to which such
costs are recovered from departing or remaining customers, among
other matters.
Significant Industrial Cogeneration Effects
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 to 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 on
investments. Substantially all of such pricing agreements expire
no later than 1997. In the second quarter of 1995, KWH sales to
GSU's industrial customers at non-full cost of service rates made
up approximately 25% of GSU's total industrial class.
In March 1995, LP&L received notice from a large industrial
customer that the customer has decided to proceed with its
proposed cogeneration project for the purpose of fulfilling its
future electric energy needs. The customer will continue to
purchase its energy requirements until its cogeneration
facilities are completed, which is expected to be sometime after
1999. During 1994, this customer represented approximately 8% of
total LP&L industrial sales, and provided $19 million of base
revenue.
The Energy Policy Act of 1992
The Energy Policy Act of 1992 (EPAct) addresses a wide range
of energy issues and is altering the way Entergy and the rest of
the electric utility industry operate. The EPAct encourages
competition and affords utilities the opportunities and the risks
associated with an open and more competitive market environment.
The EPAct creates exemptions from regulation under the Public
Utility Holding Company Act of 1935 and creates a class of exempt
wholesale generators consisting of utility affiliates and
nonutilities that are owners and operators of facilities for the
generation and transmission of power for sales at wholesale. The
EPAct also gives FERC the authority to order investor-owned
utilities, including the System operating companies, to transmit
power and energy to or for wholesale purchasers and sellers. The
law creates the potential for electric utilities and other power
producers to gain increased access to the transmission systems of
other entities to facilitate wholesale sales. Both the System
operating companies and Entergy Power expect to compete in this
market. In addition, the EPAct allows utilities to own and
operate foreign generation, transmission, and distribution
facilities. See "Nonregulated Investments" below for further
information.
Public Utility Holding Company Act of 1935
Entergy, along with 10 other electric utility holding
companies, recently asked Congress to repeal the Public Utility
Holding Company Act of 1935 (HCA). The HCA requires detailed
oversight by the SEC of many business practices and activities of
utility holding companies and their subsidiaries including, among
other things, nonutility activities. In June 1995, the SEC
adopted a report proposing options for the repeal or the
significant modification of the HCA and proposed rule changes
that would reduce the regulations governing utility holding
companies. Entergy believes that the HCA inhibits its ability to
compete in the evolving electric energy marketplace, and largely
duplicates the oversight activities already performed by FERC and
state and local public service commissions. On June 30, 1995,
the SEC amended certain rules under the HCA to exempt the
requirement to receive prior authorization for all capital
contributions by a parent company to its subsidiary company.
Litigation and Regulatory Proceedings
See Note 1 for information on the bankruptcy proceedings of
Cajun and litigation with Cajun concerning Cajun's ownership
interest in River Bend and the related possible material adverse
effects on GSU's financial condition.
See Note 2 for information on the possible material adverse
effects on GSU's financial condition and results of operations
due to $463 million of potential net of tax write-offs, and $169
million in refunds of previously collected revenue. These
possible write-offs and refunds are in connection with
outstanding appeals and remands regarding the River Bend plant
and rate deferrals.
Entergy Corporation and GSU
The acquisition of GSU by Entergy Corporation was the
largest electric utility merger in United States history. Entergy
expects to achieve $850 million in fuel cost savings and $670
million in operation and maintenance expense savings over 10
years as a result of the Merger. Although common shareholders
experienced some dilution in earnings as a result of the Merger,
Entergy believes that the Merger will ultimately be beneficial to
common shareholders in terms of strategic benefits as well as
economies and efficiencies produced. For further information,
see pages 117-118 and 201 of the Form 10-K.
Nonregulated Investments
As discussed in Note 1 and on pages 3 and 4 of the Form 10-
K, Entergy Corporation continues to consider opportunities to
expand its utility and utility-related businesses that are not
regulated by state and local regulatory authorities (nonregulated
businesses). Entergy Corporation's investment strategy is to
invest in nonregulated business opportunities that have the
potential to earn a greater rate of return than its regulated
utility operations, and Entergy Corporation may invest up to
approximately $150 million per year for the next several years in
nonregulated businesses. See Part II for additional discussion
of Entergy Corporation's current and future investments in
nonregulated businesses. As of June 30, 1995, Entergy
Corporation's investment in nonregulated subsidiaries totaled
$506.1 million. In the near term, these investments are unlikely
to have a positive effect on earnings; however, management
believes that these investments will contribute to future
earnings growth. For the first six months of 1995, Entergy
Corporation's nonregulated investments reduced consolidated net
income by approximately $21.6 million.
On March 31, 1995, Entergy Corporation, through its
subsidiary, Entergy Power Development Company (EPDC), entered
into an agreement with Enron Power Development Corporation, a
subsidiary of Enron Corporation, to acquire a 20% interest in the
Dabhol Power Project (Project), a 695 megawatt combined cycle
facility located in the State of Maharashtra, India. Pursuant to
an agreement, EPDC has placed approximately $20.5 million in an
escrow account. If EPDC becomes a participant in the Project,
its estimated investment in the first phase of the Project would
be approximately $90 million. At that time, EPDC would also have
an obligation to cover a pro-rata share of the cost overruns up
to approximately $30 million. Subsequent to entering into the
agreement with Enron Power Development Corporation, the newly-
elected Maharashtra state government investigated the Project and
its related cost of power. On August 3, 1995, the Chief Minister
of Maharashtra stated that the government of Maharashtra has
decided to suspend the first phase of the Project, the 695
megawatt facility, and "scrap" the second phase of the Project,
a 1320 megawatt facility, and indicated that orders to stop work
would be issued. In view of these developments, Entergy is
uncertain as to the future of the project and is considering its
options.
As discussed on page 3 of the Form 10-K, Entergy Corporation
requested authorization from the SEC to convert the debt
obligation of Entergy Power into equity. On April 18, 1995,
Entergy Corporation received authorization from the SEC to
consummate this transaction and converted this debt obligation
into equity.
As discussed in Part II and on page 4 of the Form 10-K,
Entergy Corporation provided to Entergy SASI $72.3 million in
loans to fund Entergy SASI's installment sale agreements with its
customers. In June 1995, Entergy Corporation contributed $125
million in capital to Entergy SASI through Entergy Enterprises,
Inc. thus allowing Entergy SASI to convert its debt obligation to
Entergy Corporation into equity.
In June 1995, Entergy requested approval from the SEC to
form a new non-regulated subsidiary named Entergy Technologies
Company (ETC). ETC will offer bulk interstate telecommunications
service to telecommunications providers who will in turn market
that contracted capacity to third parties. ETC will allow
Entergy to take advantage of the rapidly expanding
telecommunications industry by marketing a portion of Entergy's
existing telecommunications system.
ANO Matters
Entergy Operations has made inspections and repairs from
time to time on ANO 2's steam generator. Currently, Entergy
Operations is in the process of gathering information and
assessing various options for the repair or the replacement of
ANO 2's steam generator. See Note 1 for additional information.
Deregulated Portion of River Bend
As of June 30, 1995, 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 Note 2 for further information. 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.
For the six months ended June 30, 1995, GSU recorded
revenues resulting from the sale of electricity from the
deregulated asset plan of approximately $16.5 million which,
absent the deregulated asset plan, would not have been realized.
Operation and maintenance expenses, including fuel, were
approximately $16.5 million, and depreciation expense associated
with the deregulated asset plan investment was approximately $9.2
million for the six months ended June 30, 1995. For the six
months ended June 30, 1995, GSU recorded nonfuel revenue of $0.2
million (included in the $16.5 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. In addition, the deregulated asset plan will be subject
to the requirements of SFAS 121 as discussed in Note 7 in
determining the recognition of any asset impairment.
Property Tax Exemptions
Exemptions from the payment of Louisiana local property
taxes on Waterford 3 and River Bend, which have been in effect
for 10 years for each of the plants, will expire in December 1995
and December 1996, respectively. LP&L and GSU are working with
tax authorities to determine the method for calculating the
amount of the property taxes to be paid when the exemptions
expire. LP&L believes that assessed property taxes will be
recovered from its customers through rates. GSU believes that
assessed property taxes allocated to its retail jurisdictions
will be recovered from those customers through rates.
Environmental Issues
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 certain hazardous waste
disposal sites. 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
adversely affected by the outcome of the suits. Through June 30,
1995, $7.7 million has been expended on the cleanup. As of June
30, 1995, a remaining recorded liability of $20.7 million existed
relating to the cleanup of six sites where GSU has been
designated a potentially responsible party. See pages 35-36, 39-
40, and 196-197 of the Form 10-K and Note 1 for additional
discussion of the sites in which GSU has been designated as a
potentially responsible party by the EPA.
During 1993, the Louisiana Department of Environmental
Quality issued new rules for solid waste regulation, including
waste water impoundments. LP&L determined that certain of its
power plant waste water impoundments were affected by these
regulations and has chosen to upgrade or close them. As a
result, a remaining recorded liability in the amount of $13.8
million existed at June 30, 1995, for waste water upgrades and
closures to be completed by 1996. Cumulative expenditures
relating to the upgrades and closures of waste water impoundments
were $2.3 million as of June 30, 1995. See pages 37 and 233 of
the Form 10-K and Note 1 for additional discussions of LP&L's
waste water impoundment upgrades and closures.
Accounting Issues
New Accounting Standard - In March 1995, the FASB issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" (SFAS 121) effective
January 1, 1996. This standard describes circumstances which may
result in assets being impaired and provides criteria for
recognition and measurement of asset impairment. See Notes 2 and
7 for information regarding the potential impacts of the new
accounting standard on Entergy.
Continued Application of SFAS 71 - As a result of the EPAct
and actions of regulatory commissions, the electric utility
industry is moving toward a combination of competition and a
modified regulatory environment. The System's financial
statements currently reflect, for the most part, assets and costs
based on current cost-based ratemaking regulations, in accordance
with SFAS 71, "Accounting for the Effects of Certain Types of
Regulation." Continued applicability of SFAS 71 to the System's
financial statements requires that rates set by an independent
regulator on a cost-of-service basis can actually be charged to
and collected from customers.
In the event that either all or a portion of a utility's
operations cease to meet those criteria for various reasons,
including deregulation, a change in the method of regulation or a
change in the competitive environment for the utility's regulated
services, the utility should discontinue application of SFAS 71
for the relevant portion. That discontinuation should be
reported by elimination from the balance sheet of the effects of
any actions of regulators recorded as regulatory assets and
liabilities.
As of June 30, 1995, and for the foreseeable future, the
System's financial statements continue to follow SFAS 71, except
for certain portions of GSU's business (see page 88 of the Form
10-K for additional information).
Accounting for Decommissioning Costs - The staff of the SEC
has questioned certain of the financial accounting practices of
the electric utility industry regarding the recognition,
measurement, and classification of nuclear decommissioning costs
for nuclear generating stations in the financial statements of
electric utilities. See Note 1 for the FASB's tentative
conclusions regarding changes in the accounting for
decommissioning costs and the potential impact of these changes
on Entergy.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
System Agreement
Entergy Corporation, AP&L, GSU, LP&L, MP&L, and NOPSI
In June 1995, the APSC filed a complaint with FERC alleging
that because of changed circumstances FERC's allocation of
nuclear decommissioning costs in the System is no longer just and
reasonable. The APSC proposes that the System Agreement be
amended to provide a new schedule that would equalize nuclear
decommissioning costs according to load responsibility among the
pre-merger operating companies.
See pages 16-17 of the Form 10-K for a discussion of the
LPSC's complaint filed with FERC alleging that the System
Agreement results in unjust and unreasonable rates. On April 24,
1995, Entergy filed a response to the LPSC's complaint. In April
1995, the LPSC filed an amended complaint with FERC. Entergy
filed a response to the LPSC's amended complaint in June 1995.
Merger-Related Proceedings
Entergy Corporation and GSU
See page 31 of the Form 10-K and page 71 of the First
Quarter Form 10-Q for information relating to the proceeding
pending before the NRC Atomic Safety and Licensing Board (ASLB),
which was instigated by Cajun and concerns the two Merger-related
NRC issued license amendments for River Bend. In June 1995, the
NRC affirmed its original findings that there had been no
significant antitrust changes in the positions of Cajun and GSU
as a result of the Merger; and therefore, reissued the license
amendments approving the Merger. The NRC has decided not to
petition the D.C. Circuit for a rehearing; however, it is
expected that Cajun will file a petition for review with the D.C.
Circuit. See pages 38-39 of the Form 10-K for information
regarding other merger-related suits.
Cajun - River Bend
Entergy Corporation and GSU
See Note 1, and also see pages 40 - 41, 106 - 108, and 191
- 193 of the Form 10-K; and pages 34 - 35 of the First Quarter
Form 10-Q for a discussion of the Cajun litigation. A hearing
was held on the pending Motions to Appoint a Trustee in the Cajun
bankruptcy case. An order was issued on August 1, 1995,
directing that the U.S. Trustee appoint a trustee in the Cajun
bankruptcy case within five dates from the date of the order. A
decision was also issued regarding the preemption dispute among
Cajun, the RUS, and the LPSC, the LPSC's ratemaking authority is
not preempted by the Federal law establishing the RUS.
Environmental Issues
AP&L
See Note 1 and pages 34 and 35 of the Form 10-K for
information on PCB contamination at former Reynolds Metals
Company (Reynolds) plant sites in Arkansas to which AP&L had
supplied power. In May 1995, AP&L was named as a defendant in a
suit by Reynolds, seeking to recover a share of the costs
associated with the cleanup of hazardous substances at a site
south of Arkadelphia, Arkansas. Reynolds alleges that it has
spent $11.2 million to clean up the site, and that the site was
contaminated in part with PCBs for which AP&L bears some
responsibility. AP&L, voluntarily, at its expense, has already
completed remediation at a nearby substation site, and believes
that it has no liability for contamination at the site that is
subject to the Reynolds suit and will contest the lawsuit.
Regardless of the outcome, AP&L does not believe this matter
would have a materially adverse effect on its financial condition
or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
Election of Board of Directors
Entergy Corporation
The annual meeting of stockholders of Entergy Corporation
was held on May 26, 1995. The following matters were voted on
and received the specified number of votes for, abstentions,
votes withheld (against), and broker non-votes:
1. Election of Directors:
Votes Broker
Name of Nominee Votes For Abstentions Withheld Non-Votes
W. Frank Blount 195,996,179 N/A 1,910,038 N/A
John A. Cooper, Jr. 196,085,800 N/A 1,820,417 N/A
Lucie J. Fjeldstad 195,943,352 N/A 1,962,865 N/A
Norman C. Francis 195,727,190 N/A 2,179,027 N/A
Kaneaster Hodges, Jr. 196,007,250 N/A 1,898,967 N/A
Robert v. d. Luft 195,861,980 N/A 2,044,237 N/A
Edwin Lupberger 194,768,932 N/A 3,137,285 N/A
Kinnaird R. McKee 196,015,061 N/A 1,891,156 N/A
Paul W. Murrill 195,952,044 N/A 1,954,173 N/A
James R. Nichols 196,073,895 N/A 1,832,322 N/A
Eugene H. Owen 196,006,852 N/A 1,899,365 N/A
John N. Palmer, Sr. 196,147,203 N/A 1,759,014 N/A
Robert D. Pugh 196,031,905 N/A 1,874,312 N/A
H. Duke Shackelford 196,016,109 N/A 1,890,098 N/A
Wm. Clifford Smith 196,113,786 N/A 1,792,431 N/A
Bismark A. Steinhagen 196,109,636 N/A 1,796,581 N/A
2. Appointment of independent public accountants, Coopers &
Lybrand L.L.P., for the year 1995: 194,866,985 votes for;
2,145,346 votes against; 893,886 abstentions; and broker non-
votes are not applicable.
AP&L
A consent in lieu of the annual meeting of common
stockholders was executed on May 17, 1995. The consent was
signed on behalf of Entergy Corporation, the holder of all
issued and outstanding shares of common stock. The common
stockholder, by such consent, elected the following individuals
to serve as directors constituting the Board of Directors of
AP&L: Michael B. Bemis, Donald C. Hintz, Jerry D. Jackson, R.
Drake Keith, Edwin Lupberger, Jerry L. Maulden, and Gerald D.
McInvale.
GSU
A consent in lieu of the annual meeting of common
stockholders was executed on May 17, 1995. The consent was
signed on behalf of Entergy Corporation, the holder of all
issued and outstanding shares of common stock. The common
stockholder, by such consent, elected the following individuals
to serve as directors constituting the Board of Directors of GSU:
Michael B. Bemis, Frank F. Gallaher, Donald C. Hintz, Jerry D.
Jackson, Edwin Lupberger, Jerry L. Maulden, and Gerald D.
McInvale.
LP&L
A consent in lieu of the annual meeting of common
stockholders was executed on May 17, 1995. The consent was
signed on behalf of Entergy Corporation, the holder of all
issued and outstanding shares of common stock. The common
stockholder, by such consent, elected the following individuals
to serve as directors constituting the Board of Directors of
LP&L: Michael B. Bemis, John J. Cordaro, Donald C. Hintz, Jerry
D. Jackson, Edwin Lupberger, Jerry L. Maulden, and Gerald D.
McInvale.
MP&L
A consent in lieu of the annual meeting of common
stockholders was executed on May 17, 1995. The consent was
signed on behalf of Entergy Corporation, the holder of all
issued and outstanding shares of common stock. The common
stockholder, by such consent, elected the following individuals
to serve as directors constituting the Board of Directors of
MP&L: Michael B. Bemis, Donald C. Hintz, Jerry D. Jackson, Edwin
Lupberger, Jerry L. Maulden, Gerald D. McInvale, and Donald E.
Meiners.
NOPSI
A consent in lieu of the annual meeting of common
stockholders was executed on May 17, 1995. The consent was
signed on behalf of Entergy Corporation, the holder of all
issued and outstanding shares of common stock. The common
stockholder, by such consent, elected the following individuals
to serve as directors constituting the Board of Directors of
NOPSI: John J. Cordaro, Jerry D. Jackson, Edwin Lupberger, Jerry
L. Maulden, and Gerald D. McInvale.
System Energy
A consent in lieu of the annual meeting of common
stockholders was executed on April 14, 1995. The consent was
signed on behalf of Entergy Corporation, the holder of all
issued and outstanding shares of common stock. The common
stockholder, by such consent, elected the following individuals
to serve as directors constituting the Board of Directors of
System Energy: Donald C. Hintz, Jerry D. Jackson, Edwin
Lupberger, and Jerry L. Maulden.
Item 5. Other Information
Nonregulated Investments
Entergy Corporation and Entergy Power Development Company
As discussed on pages 3 and 4 of the Form 10-K, Entergy
Corporation continues to consider opportunities to expand its
business, including opportunities in overseas power development.
See Note 1 and pages 36, 48, 66, and 73 of the First Quarter Form
10-Q for a discussion of EPDC's agreement with Enron Power
Development Corporation to acquire a 20% investment in the
Project in the State of Maharashtra, India. Subsequent to
entering into the agreement with Enron Power Development
Corporation, the newly-elected Maharashtra state government
investigated the Project and its related cost of power. On
August 3, 1995, the Chief Minister of Maharashtra stated that the
government of Maharashtra has decided to suspend the first phase
of the Project, the 695 megawatt facility, and "scrap" the second
phase of the Project, a 1320 megawatt facility, and indicated
that orders to stop work would be issued. In view of these
developments, Entergy is uncertain as to the future of the
project and is considering its options.
Entergy Corporation and Entergy Technologies Company
In June 1995, Entergy requested approval from the SEC to
form a new non-regulated subsidiary named ETC. ETC will offer
bulk interstate telecommunications service to telecommunications
providers who will in turn market that contracted capacity to
third parties. ETC will allow Entergy to take advantage of the
rapidly expanding telecommunications industry by marketing a
portion of Entergy's existing telecommunications system.
Entergy Corporation, Entergy Enterprises, Inc., and Entergy
Systems and Service, Inc.
As discussed on page 4 of the Form 10-K, Entergy Enterprises
Inc.'s (Enterprises) subsidiary, Entergy Systems and Service,
Inc. (Entergy SASI), held an equity interest in Systems and
Service International, Inc. (SASI), a manufacturer of efficient
lighting products. In April 1995, Entergy SASI and SASI amended
their Distribution Agreement. As a result, Entergy SASI
liquidated its equity interest in SASI. The amended distribution
agreement provided for a reduction in SASI's profit margin on its
sale of products to Entergy SASI and transferred the rights to
certain of SASI's energy efficient technologies to Entergy SASI.
In exchange, among other things, Entergy SASI transferred to SASI
all of its equity ownership in SASI.
As discussed on page 4 of the Form 10-K, Entergy Corporation
provided to Entergy SASI $72.3 million in loans to fund Entergy
SASI's installment sale agreements with its customers. In June
1995, Entergy Corporation contributed $125 million in capital to
Entergy SASI through Entergy Enterprises, thus allowing Entergy
SASI to convert its debt obligation to Entergy Corporation into
equity.
Entergy Corporation and Entergy Enterprises, Inc.
In June 1995, the SEC authorized Entergy Corporation to
invest up to $350 million through December 31, 1997 in its
subsidiary, Enterprises. Such investments may take the form of
purchases of common stock, capital contributions, loans, and/or
guarantees of the indebtedness or other obligations of
Enterprises or certain of its associate companies. Subsequently,
the SEC amended Rule 45(b)(4) under the Holding Company Act to
exempt the requirement to receive prior authorization for all
capital contributions by a parent company to its subsidiary
company.
Labor Contract Negotiations
Entergy Corporation and GSU
As discussed on page 73 of the First Quarter Form 10-Q, the
labor union contract between GSU and the International
Brotherhood of Electrical Workers (IBEW) expired on June 24,
1995. The labor contract covers approximately 1,900 GSU
employees in Southeast Texas and Southwest Louisiana.
Negotiators for GSU and the IBEW have been unsuccessful in
negotiating a new agreement for the non River Bend portion of the
IBEW. A federal mediator was called in on July 9, 1995, to assist
the parties in resolving their differences, but the mediation
effort was unsuccessful. In subsequent meetings, the IBEW
voted to reject GSU's final settlement offer as well as a
contingent offer and authorized the union leadership to call a
strike if necessary. The IBEW employees continue to work
without a contract. If a strike should occur, GSU intends to
continue its operations with the assistance of management and
supervisory personnel and outside contractors. The River Bend
bargaining unit of the IBEW signed a new two year contract on
August 3, 1995.
Common Stock Price Range and Dividends
Entergy Corporation
The shares of Entergy Corporation's common stock are listed
on the New York, Chicago, and Pacific Stock Exchanges. The high
and low sales prices of Entergy Corporation's common stock for
the second quarter of 1995, as reported by The Wall Street
Journal as composite transactions, were $25.375 and $21.00,
respectively, per share.
For the twelve months ended June 30, 1995, Entergy
Corporation paid common stock dividends in an aggregate amount of
$1.80 per share. As of June 30, 1995, the consolidated book
value of a share of Entergy Corporation's common stock was
$27.98, and the last reported sale price of Entergy Corporation's
common stock on June 30, 1995, was $24 1/8 per share.
Earnings Ratios
AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy
The System operating companies and System Energy have
calculated ratios of earnings to fixed charges and ratios of
earnings to combined fixed charges and preferred dividends
pursuant to Item 503 of Regulation S-K of the SEC as follows:
Twelve Months Ended
December 31, June 30,
1990 1991 1992 1993 1994 1995
Ratios of
Earnings to
Fixed Charges
(a)
AP&L 2.16 2.25 2.28 3.11(f) 2.32 2.29
GSU .80(g) 1.56 1.72 1.54 .36(g) .38(g)
LP&L 2.32 2.40 2.79 3.06 2.91 2.95
MP&L 2.42 2.36 2.37 3.79(f) 2.12 2.21
NOPSI 2.73 5.66(e) 2.66 4.68(f) 1.91 1.86
System Energy 2.10 1.74 2.04 1.87 1.23 1.23
Twelve Months Ended
December 31, June 30,
1990 1991 1992 1993 1994 1995
Ratios of
Earnings to
Combined Fixed
Charges and
Preferred
Dividends
(a)(b)(c)
AP&L 1.81 1.87 1.86 2.54(f) 1.97 1.94
GSU (d) .59(g) 1.19 1.37 1.21 .29(g) .30(g) )
LP&L 1.87 1.95 2.18 2.39 2.43 2.47
MP&L 1.93 1.94 1.97 3.08(f) 1.81 1.91
NOPSI 2.36 4.97(e) 2.36 4.12(f) 1.73 1.70
(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 year ended December 31, 1991 include the
$90 million effect of the 1991 NOPSI Settlement.
(f) 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.
(g) Earnings for the years ended December 31, 1994 and 1990,
for GSU were not adequate to cover fixed charges by $144.8
million and $60.6 million, respectively. Earnings for the
years ended December 31, 1994 and 1990, for GSU were not
adequate to cover combined fixed charges and preferred
dividends by $197.1 million and $165.1 million,
respectively. Earnings for the twelve months ended June
30, 1995 for GSU were not adequate to cover fixed charges
by $136.6 million. Earnings for the twelve months ended
June 30, 1995 for GSU were not adequate to cover combined
fixed charges and preferred dividends by $187.8 million.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits*
3(a) Articles of Amendment, dated July 20, 1995 and
Restated Articles of Incorporation, as of December 21,
1983 of MP&L.
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 (A Professional
- Corporation).
23(e) Consent of Sandlin Associates.
-
27(a) Financial Data Schedule for Entergy Corporation and
- Subsidiaries as of June 30, 1995.
27(b) Financial Data Schedule for AP&L as of June 30, 1995.
-
27(c) Financial Data Schedule for GSU as of June 30, 1995.
-
27(d) Financial Data Schedule for LP&L as of June 30, 1995.
-
27(e) Financial Data Schedule for MP&L as of June 30, 1995.
-
27(f) Financial Data Schedule for NOPSI as of June 30, 1995.
-
27(g) Financial Data Schedule for System Energy as of June
- 30, 1995.
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, 1994, portions of
which are incorporated herein by reference as
described elsewhere in this document (filed with the
SEC in File Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0-
320, 0-5807, and 1-9067, respectively).
** 99(h) 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, 1995, 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) Earnings statement of MP&L for the twelve month period
- ended June 30, 1995, made generally available to
security holders pursuant to Section 11(a) of the
Securities Act of 1933, as amended.
99(j) Earnings statement of System Energy for the twelve
- month period ended June 30, 1995, made generally
available to security holders pursuant to Section
11(a) of the Securities Act of 1933, as amended.
** 99(k) 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(l) 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(m) 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 June 30,
1995, which list, prepared in accordance with Item 102 of
Regulation S-T of the Securities and Exchange Commission,
immediately precedes the exhibits being filed with Form
10-Q for the quarter ended June 30, 1995.
** Incorporated herein by reference as indicated.
(b) Reports on Form 8-K
Entergy
A current report on Form 8-K, dated July 26, 1995,
was filed with the SEC on July 26, 1995, reporting
information under Item 5. "Other Events."
GSU
A current report on Form 8-K, dated July 26, 1995,
was filed with the SEC on July 26, 1995, reporting
information under Item 5. "Other Events."
<PAGE>
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.
<PAGE>
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/ Gerald D. McInvale
Gerald D. McInvale
Executive Vice President and
Chief Financial Officer
(For each Registrant and for each as
Principal Financial Officer)
Date: August 7, 1995
Exhibit 3(a)
RESTATED ARTICLES OF INCORPORATION
OF
MISSISSIPPI POWER & LIGHT COMPANY
Pursuant to the provisions of Section 64 of the Misissippi
Business Corporation Law (Section 79-3-127, Mississippi Code of
1972, as amended), the undersigned Corporation adopts the
following Restated Articles of Incorporation:
FIRST: The name of the Corporation is MISSISSIPPI POWER &
LIGHT COMPANY.
SECOND: The period of its duration is ninety-nine (99)
years.
THIRD: The purpose or purposes which the Corporation is
authorized to pursue are:
To acquire, buy, hold, own, sell, lease, exchange, dispose
of, finance, deal in, construct, build, equip, improve, use,
operate, maintain and work upon:
(a) Any and all kinds of plants and systems for the
manufacture, production, storage, utilization, purchase,
sale, supply, transmission, distribution or disposition of
electricity, natural or artificial gas, water or steam, or
power produccd thereby, or of ice and refrigeration of any
and every kind;
(b) Any and all kinds of telephone, telegraph, radio,
wireless and other systems, facilities and devices for the
receipt and transmission of sounds and signals, any and all
kinds of interurban, city and street railways and railroads
and bus lines for the transportation of passengers and/or
freight, transmission lines, systems, appliances, equipment
and devices and tracks, stations, buildings and other
structures and facilities;
(c) Any and all kinds of works, power plants,
manufactories, structures, substations, systems, tracks,
machinery, generators, motors, lamps, poles, pipes, wires,
cables, conduits, apparatus, devices, equipment, supplies,
articles and merchandise of every kind pertaining to or in
anywise connected with the construction, operation or
maintenance of telephone, telegraph, radio, wireless and
other systems, facilities and devices for the receipt and
transmission of sounds and signals, or of interurban, city
and street railways and railroads and bus lines, or in
anywise connected with or pertaining to the manufacture,
production, purchase, use, sale, supply, transmission,
distribution, regulation, control or application of
electricity, natural or artificial gas, water, steam, ice,
refrigeration and power or any other purposes;
To acquire, buy, hold, own, sell, lease, exchange, dispose
of, transmit, distribute, deal in, use, manufacture, produce,
furnish and supply street and interurban railway and bus service,
electricity, natural or artificial gas, light, heat, ice,
refrigeration, water and steam in any form and for any purposes
whatsoever, and any power or force or energy in any form and for
any purposes whatsoever;
To buy, sell, manufacture, produce and generally deal in
milk, cream and any articles or substances used or usable in or
in connection with the manufacture and production of ice cream,
ices, beverages and soda fountain supplies; to buy, sell,
manufacture, produce and generally deal in ice cream and ices;
To acquire, organize, assemble, develop, build up and
operate constructing and operating and other organizations and
systems, and to hire, sell, lease, exchange, turn over, deliver
and dispose of such organizations and systems in whole or in part
and as going organizations and systems and otherwise, and to
enter into and perform contracts, agreements and undertakings of
any kind in connection with any or all the foregoing powers;
To do a general contracting business;
To purchase, acquire, develop, mine, explore, drill, hold,
own and dispose of lands, interests in and rights with respect to
lands and waters and fixed and movable property;
To borrow money and contract debts when necessary for the
transaction of the business of the Corporation or for the
exercise of its corporate rights, privileges or franchises or for
any other lawful purpose of its incorporation; to issue bonds,
promissory notes, bills of exchange, debentures and other
obligations and evidences of indebtedness payable at a specified
time or times or payable upon the happening of a specified event
or events, whether secured by mortgage, pledge or otherwise or
unsecured, for money borrowed or in payment for property
purchased or acquired or any other lawful objects;
To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidences of
indebtedness created by, any other corporation or corporations of
the State of Mississippi or any other state or government and,
while the owner of such stock, to exercise all the rights, powers
and privileges of individual ownership with respect thereto
including the right to vote thereon, and to consent and otherwise
act with respect thereto;
To aid in any manner any corporation or association,
domestic or foreign, or any firm or individual, any shares of
stock in which or any bonds, debentures, notes, securities,
evidences of indebtedness, contracts or obligations of which are
held by or for the Corporation or in which or in the welfare of
which the Corporation shall have any interest, and to do any acts
designed to protect, preserve, improve or enhance the value of
any property at any time held or controlled by the Corporation,
or in which it may be at any time interested; and to organize or
promote or facilitate the organization of subsidiary companies;
To purchase, hold, sell and transfer shares of its own
capital stock, provided that the Corporation shall not purchase
its own shares of capital stock except frorn surplus of its
assets over its liabilities including capital; and provided,
further, that the shares of its own capital stock owned by the
Corporation shall not be voted upon directly or indirectly nor
counted as outstanding for the purposes of any stockholders'
quorum or vote;
In any manner to acquire, enjoy, utilize and to dispose of
patents, copyrights and trade-marks and any licenses or other
rights or interests therein and thereunder:
To purchase, acquire, hold, own or dispose of franchises,
concessions, consents, privileges and licenses necessary for and
in its opinion useful or desirable for or in connection with the
foregoing powers;
To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Restated
Articles of Incorporation or any amendment thereof or necessary
or incidental to the protection and benefits of the Corporation,
and in general to carry on any lawful business necessary or not
incidental to the attainment of the objects of the Corporation
whether or not such business is similar in nature to the objects
set forth in these Restated Articles of Incorporation or any
amendment thereof.
To do any or all things herein set forth, to the same extent
and as fully as natural persons might or could do, and in any
part of the world, and as principal, agent, contractor or
otherwise, and either alone or in conjunction with any other
persons, firms, associations or corporations;
To conduct its business in all its branches in the State of
Mississippi, other states, the District of Columbia, the
territories and colonies of the United States, and any foreign
countries, and to have one or more offices out of the State of
Mississippi and to hold, purchase, mortgage and convey real and
personal property both within and without the State of
Mississippi; provided, however, that the Corporation shall not
exercise any of the powers set forth herein for the purpose of
engaging in business as a street railway, telegraph or telephone
company unless prior thereto this Article Third shall have been
amended to set forth a description of the line and the points it
will traverse.
FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is 17,004,478 shares, divided into
2,004,476 shares of Preferred Stock of the par value of $100 per
share and 15,000,000 shares of Common Stock without par value.
The preferences, limitations and relative rights in respect
of the shares of each class and the variations in the relative
rights and preferences as between series of any preferred or
special class in series are as follows:
The Preferred Stock shall be issuable in one or more series
from tirne to time and the shares of each series shall have the
same rank and be identical with each other and shall have the
same relative rights except with respect to the following:
(a) The number of shares to constitute each such series
and the distinctive designation thereof;
(b) The annual rate or rates of dividends payable on
shares of such series, the dates on which dividends shall be
paid in each year and the date from which such dividends
shall commence to accumulate;
(c) The amount or amounts payable upon redemption
thereof; and
(d) The sinking fund provisions, if any, for the
redemption or purchase of shares;
which different characterics of clauses (a), (b), (c) and (d)
above may be stated and expressed with respect to each series in
the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors or in these Restated
Articles of Incorporation of any amendment thereof.
A series of 60,000 shares of Preferred Stock shall:
(a) be designated "4.36% Preferred Stock Cumulative,
$100 Par Value";
(b) have a dividend rate of $4.36 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
February 1, 1963, and such dividends to be cumulative from
the last date to which dividends upon the 4.36% Preferred
Stock Cumulative, $100 Par Value, of Mississippi Power &
Light Company, a Florida corporation, are paid;
(c) be subject to redemption in the manner provided
herein with respect to the Preferred Stock at the price of
$105.36 per share if redeemed on or before February 1, 1964,
and of $103.88 per share if redeemed after February 1, 1964,
in each case plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the date fixed for
redemption.
A series of 44,476 shares of the Preferred Stock shall:
(a) be designated "4.56% Preferred Stock, Cumulative,
$100 Par Value";
(b) have a dividend rate of $4.56 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
February 1, 1963, and such dividends to be cumulative from
the last date to which dividends upon the 4.56% Preferred
Stock, Cumulative, $100 Par Value, of Mississippi Power &
Light Company, a Florida corporation, are paid; and
(c) be subject to redemption in the manner provided
herein with respect to the Preferred Stock at the price of
$108.50 per share if redeemed on or before November 1, l964,
and of $107.00 per share if redeemed after November 1, 1964,
in each case plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the date fixed for
redemption.
A series of 100,000 shares of the Preferred Stock shall:
(a) be designated "4.92% Preferred Stock, Cumulative,
$100 Par Value";
(b) have a dividend rate of $4.92 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
February 1, 1966, and such dividends to be cumulative from
the date of issue of said series; and
(c) be subject to redemption at the price of $106.30 per
share if redeemed on or before January 1, 1971, of $104.38
per share if redeemed after January 1, 1971 and on or before
January 1, 1976, and of $102.88 per share if redeemed after
January 1, 1976, in each case plus an amount equivalent to
the accumulated and unpaid dividends thereon, if any, to the
date fixed for redemption.
A series of 75,000 shares of the Preferred Stock shall:
(a) be designated "9.16% Preferred Stock, Cumulative,
$100 Par Value";
(b) have a dividend rate of $9.16 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
November 1, 1970, and such dividends to be cumulative from
the date of issue of said series; and
(c) be subject to redemption at the price of $110.93 per
share if redeemed on or before August 1, 1975, of $108.64
per share if redeemed after August 1, 1975 and on or before
August 1, 1980, of $106.35 per share if redeemed after
August 1, 1980 and on or before August 1, 1985, and of
$104.06 per share if redeemed after August 1, 1985, in each
case plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for redemption;
provided, however, that no share of the 9.16% Preferred
Stock, Cumulative, $100 Par Value, shall be redeemed prior
to August 1, 1975 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly, of
funds derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the 9.16%
Preferred Stock, Cumulative, $100 Par Value, as to dividends
or assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally aocepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of
less than the effective dividend cost to the Corporation of
the 9.16% Preferred Stock, Cumulative, $100 Per Value.
A series of 100,000 shares of the Preferred Stock shall:
(a) be designated "7.44% Preferred Stock, Cumulative,
$100 Par Value";
(b) have a dividend rate of $7.44 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be May
1, 1973, and such dividends to be cumulative from February
14, 1973; and
(c) be subject to redemption at the price of $108.39 per
share if redeemed on or before February 1, 1978, of $106.53
per share if redeemed after February 1, 1978 and on or
before February 1, 1983, of $104.67 per share if redeemed
after February 1, 1983 and on or before February 1, 1988,
and of $102.81 per share if redeemed after February 1, 1988,
in each case plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the date fixed for
redemption; provided, however, that no share of the 7.44%
Preferred Stock, Cumulative, $100 Par Value, shall be
redeemed prior to February 1, 1978 if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed
by the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by the
Corporation of stock ranking prior to or on a parity with
the 7.44% Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the Corporation
(so computed) of less than the effective dividend cost to
the Corporation of the 7.44% Preferred Stock, Cumulative,
S100 Par Value.
A series of 200,000 shares of the Preferred Stock shall:
(a) be designated "17% Preferred Stock, Cumulative, $100
Par Value"
(b) have a dividend rate of $17.00 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
November 1, 1981, and such dividends to be cumulative from
the date of issuance;
(c) be subject to redemption at the price of $117.00 per
share if redeemed on or before September 1, 1986, of $112.75
per share if redeemed after September 1, 1986 and on or
before September 1, 1991, of $108.50 per share if redeemed
after September 1, 1991 and on or before September 1, 1996,
and of $104.25 per share if redeemed after September 1,
1996, in each case plus an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date fixed for redemption; provided, however, that no share
of the 17% Preferred Stock Cumulative, $100 Par Value, shall
be redeemed prior to September 1, 1986 if such redemption is
for the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed
by the Corporation or through the use, directly or
indirectly, of funds derived through the issuance by the
Corporation of stock ranking prior to or on a parity with
the 17% Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice) or such stock;
has an effective dividend cost to the Corporation (so
computed) of less than the effective dividend cost to the
Corporation of the 17% Preferred Stock, Cumulative, $100 Par
Value; and
(d) be subject to redemption as and for a sinking fund
as follows: On September 1, 1986 and on each September 1
thereafter (each such date being hereinafter referred to as
a "17% Sinking Fund Redemption Date"), for so long as any
shares of the 17% Preferred Stock, Cumulative, $100 Par
Value, shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor, 10,000
shares of the 17% Preferred Stock, Cumulative, $100 Par
VaIue (or the number of shares then outstanding if less than
10,000) at the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends thereon,
if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 17% Preferred
Stock, Cumulative, $100 Par Value, being hereinafter
referred to as the "17% Sinking Fund Obligation"); the 17%
Sinking Fund Obligation shall be cumulative; if on any 17%
Sinking Fund Redemption Date, the Corporation shall not have
funds legally available therefor sufficient to redeem the
full number of shares required to be redeemed on that date,
the 17% Sinking Fund Obligation with respect to the shares
not redeemed shall carry forward to each successive 17%
Sinking Fund Redemption Date until such shares shall have
been redeemed; whenever on any 17% Sinking Fund Redemption
Date, the funds of the Corporation legally available for the
satisfaction of the 17% Sinking Fund Obligation and all
other sinking fund and similar obligations then existing
with respect to any other class or series of its stock
ranking on a parity as to dividends or assets with the 17%
Preferred Stock, Cumulative, $100 Par Value (such Obligation
and obligations collectively being hereinafter referred to
as the "Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total Sinking
Fund Obligation on that date, the Corporation shall apply to
the satisfaction of its 17% Sinking Fund Obligation on that
date that proportion of such legally available funds which
is equal to the ratio of such 17% Sinking Fund Obligation to
such Total Sinking Fund Obligation; in addition to the 17%
Sinking Fund Obligation, the Corporation shall have the
option, which shall be noncumulative, to redeem, upon
authorization of the Board of Directors, on each 17% Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 10,000 additional shares of the 17%
Preferred Stock, Cumulative, $100 Par Value; the Corporation
shall be entitled, at its election, to credit against its
17% Sinking Fund Obligation on any 17% Sinking Fund
Redemption Date any shares of the 17% Preferred Stock,
Cumulative, Stock Par Value (including shares of the 17%
Preferred Stock, Cumulative, $100 Par Value optionally
redeemed at the aforesaid sinking fund price) theretofore
redeemed (other than shares of the 17% Preferred Stock,
Cumulative, $100 Par Value redeemed pursuant to the 17%
Sinking Fund Obligation) purchased or otherwise acquired and
not previously credited against the 17% Sinking Fund
Obligation.
A series of 100,000 shares of the Preferred Stock shall:
(a) be designated "14-3/4% Preferred Stock, Cumulative,
$100 Par Value";
(b) have a divedend rate of $14.75 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be May 1
1982, and such dividends to be cumulative from the date of
issuance;
(c) be subject to redemption at the price of $114.75 per
share if redeemed after the issuanoe and sale and on or
before March 1, 1983, $113.11 per share if redeemed after
March 1, 1983 and on or before March 1, 1984, $111.47 per
share if redeemed after March 1, 1984 and on or before March
1, 1985, $109.83 per share if redeemed after March 1, 1985
and on or before March 1, 1986, $108.19 per share if
redeemed after March 1, 1986 and on or before March 1, 1987,
$106.56 per share if redeemed after March 1, 1987 and on or
before March 1, 1988, $104.92 per share if redeemed after
March 1, 1988 and on or before March 1, 1989, $103.28 per
share if redeemed after March 1, 1989 and on or before March
1, l990, $101.64 per share if redeemed after March 1, 1990
and on or before March 1, 1991, and $100.00 per share if
redeemed after March 1, 1991, in each case plus an amount
equivalent to the accumulated and unpaid dividends thereon,
if any, to the date fixed for redemption; provided, however,
that no share of the 14-3/4% Preferred Stock, Cumulative,
$100 Par Value, shall be redeemed prior to March 1, 1987 if
such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or through
the use, directly or indirectly, of funds derived through
the issuance by the Corporation of stock ranking prior to or
on a parity with the 14-3/4% Preferred Stock, Cumulative,
$100 Par Value, as to dividends or assets, if such borrowed
funds have an effective interest cost to the Corporation
(computed in accordance with generally accepted financial
practice) or such stock has an effective dividend cost to
the Corporation (so oomputed) of less than the effective
dividend cost to the Corporation of the 14-3/4% Preferred
Stock, Cumulative, $100 Par Value; and
(d) be subject to redemption as and for a sinking fund
as follows. On March 1, 1990, 1991 and 1992 (each such date
being hereinafteir referred to as a "14-3/4% Sinking Fund
Redemption Date"), the Corporation shall redeem, out of
funds legally available therefor, 33,333, 33,333 and 33,334
shares, respectively, of the 14-3/4% Preferred Stock,
Cumulative, $100 Par Value, at the sinking fund redemption
price of $100 per share plus, as to each share so redeemed,
an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the obligation
of the Corporation so to redeem the shares of the 14-3/4%
Preferred Stock, Cumulative, $100 Par Value, being
hereinafter referred to as the "14-3/4% Sinking Fund
Obligation"); the 14-3/4% Sinking Fund Obligation shall be
cumulative; if on any 14-3/4% Sinking Fund Redemption Date,
the Corporation shall not have funds legally available
therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 14-3/4% Sinking
Fund Obligation with respect to the shares not redeemed
shall carry forward to each successive 14-3/4% Sinking Fund
Redemption Date (or, in the event the 14-3/4% Sinking Fund
Obligation is not satisfied on March 1, 1992, to such date
as soon thereafter as funds are legally available to satisfy
the 14-3/4% Sinking Fund Obligation) until such shares shall
have been redeemed; whenever on any 14-3/4% Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the 14-3/4% Sinking Fund
Obligation and all other sinking fund and similar
obligations then existing with respect to any other class or
series of its stock ranking on a parity as to dividends or
assets with the 14-3/4% Preferred Stock, Cumulative, $100
Par Value (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation to
satisfy fully its Total Sinking Fund Obligation on that
date, the Corporation shall apply to the satisfaction of its
14-3/4% Sinking Fund Obligation on that date that proportion
of such legally available funds which is equal to the ratio
of such 14-3/4% Sinking Fund Obligation to such Total
Sinking Fund Obligation.
A series of 100,000 shares of the Preferred Stock shall:
(a) be designated "12.00% Preferred Stock, Cumulative,
$100 Par Value";
(b) have a dividend rate of $12.00 per share per annum
payable quarterly on February 1, May 1, August 1 and
November l of each year, the first dividend date to be May
1, 1983, and such dividends to be cumulative from the date
of issuance;
(c) be subject to redemption at the price of $112.00 per
share if redeemed on or before March 1, 1988, of $109.00 per
share if redeemed after March 1, 1988 and on or before March
1, 1993, of $106.00 per share if redeemed after March 1,
1993 and on or before March 1, 1998, and of $103.00 per
share if redeemed after March 1, 1998, in each case plus an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption; provided,
however, that no share of the 12.00% Preferred Stock,
Cumulative, $100 Par Value, shall be redeemed prior to March
1, 1988 if such redemption is for the purpose or in anticipa
tion of refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or through
the use, directly or indirectly, of funds derived through
the issuance by the Corporation of stock ranking prior to or
on a parity with the 12.00% Preferred Stock, Cumulative,
$100 Par Value, as to dividends or assets, if such borrowed
funds have an effective interest cost to the Corporation
(computed in accordance with generally accepted financial
practice) or such stock has an effective dividend cost to
the Corporation (so computed) of less than 12.7497% to per
annum; and
(d) be subject to redemption as and for a sinking fund
as follows: on March 1, 1888 and on each March 1 thereafter
(each such date being hereinafter referred to as a "12.00%
Sinking Fund Redemption Date"), for so long as any shares of
the 12.00% Preferred Stock, Cumulative, $100 Par Value,
shall remain outstanding, the Corporation shall redeem, out
of funds legally available therefor, 5,000 shares of the
12.00% Preferred Stock, Cumulative, $100 Par Value (or the
number of shares then outstanding if less than 5,000) at the
sinking fund redemption price of $100 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so to
redeem the shares of the 12.00% Preferred Stock, Cumulative,
$100 Par Value, being hereinafter referred to as the "12.00%
Sinking Fund Obligation"); the 12.00% Sinking Fund
Obligation shall be cumulative; if on any 12.00% Sinking
Fund Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date, the
12.00% Sinking Fund Obligation with respect to the shares
not redeemed shall carry forward to each successive 12.00%
Sinking Fund Redemption Date until such shares shall have
been redeemed; whenever on any 12.00% Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the 12.00% Sinking Fund
Obligation and all other sinking fund and similar
obligations then existing with respect to any other class or
series of its stock ranking on a parity as to dividends or
assets with the 12.00% Preferred Stock Cumulative, $100 Par
Value (such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation to
satisfy fully its Total Sinking Fund Obligation on that
date, the Corporation shall apply to the satisfaction of its
12.00% Sinking Fund Obligation on that date that proportion
of such legally available funds which is equal to the ratio
of such 12.00% Sinking Fund Obligation to such Total Sinking
Fund Obligation; in addition to the 12.00% Sinking Fund
Obligation, the Corporation shall have the option, which
shall be noncumulative, to redeem, upon authorization of the
Board of Directors, on each 12.00% Sinking Fund Redemption
Date, at the aforesaid sinking fund redemption price, up to
5,000 additional shares of the 12.00% Preferred Stock
Cumulative, $100 Par Value; the Corporation shall be
entitled, at its election, to credit against its 12.00%
Sinking Fund Obligation on any 12.00% Sinking Fund
Redemption Date any shares of the 12.00% Preferred Stock,
Cumulative, $100 Par Value (including shares of the 12.00%
Preferred Stock Cumulative, $100 Par Value optionally
redeemed at the aforesaid sinking fund price) theretofore
redeemed (other than shares of the 12.00% Preferred Stock,
Cumulative, $100 Par Value redeemed pursuant to the 12.00%
Sinking Fund Obligation) purchased or otherwise acquired and
not previously credited against the 12.00% Sinking Fund
Obligation.
Subject to the foregoing, the distinguishing characteristics
of the Preferred Stock shall be:
(A) Each series of the Preferred Stock, pari passu with all
shares of preferred stock of any class or series then
outstanding, shall be entitled but only when and as declared by
the Board of Directors, out of funds legally available for the
payment of dividends in preference to the Common Stock, to
dividends at tbe rate stated and expressed with respect to such
series herein or by the resolution or resolutions providing for
the issue of such series adopted by tbe Board of Directors; such
dividends to be cumulative from such date and payable on such
dates in each year as may be stated and expressed in said
resolution, to stockholders of record as of a date not to exceed
40 days and not less than 10 days preceding the dividend payment
dates so fixed.
(B) If and when dividends payable on any of the Preferred
Stock of the Corporation at any time outstanding shall be in
defauIt in an amount equal to four full quarterly payments or
more per share, and thereafter until all dividends on any such
preferred stock in default shall have been paid, the holders of
the Preferred Stock pari passu with the holders of other
preferred stock then outstanding, voting separately as a class,
shall be entitled to elect the smallest number of directors
necessary to constitute a majority of the full Board of
Directors, and, except as provided in the following paragraph,
the holders of the Comrnon Stock, voting separately as a class,
shall be entitled to elect the remaining directors of the
Corporation. The termns of office, as directors, of all persons
who may be directors of the Corporation at the time shall
terminate upon the election of a majority of the Board of
Directors by the holders of the Preferred Stock except that if
the holders of the Common Stock shall not have elected the
remaining directors of the Corporation, then, and only in that
event, the directors of the Corporation in office just prior to
the election of a majority of the Board of Directors by the
holders of the Preferred Stock shall elect the remaining
directors of the Corporation. Thereafter, while such default
continues and the majority of the Board of Directors is being
elected by the holders of the Preferred Stock, the remaining
directors, whether elected by directors, as aforesaid, or whether
originally or later elected by holders of the Common Stock shall
continue in office until their successors are elected by holders
of the Common Stock and shall qualify.
If and when all dividends then in default on the Preferred
Stock; then outstanding shall be paid (such dividends to be
declared and paid out of any funds legally available therefor as
soon as reasonably practicable), the holders of the Preferred
Stock shall be divested of any special right with respect to the
election of directors, and the voting power of the holders of the
Preferred Stock and the holders of the Common Stock shall revert
to the status existing before the first dividend payment date on
which dividends on the Preferred Stock were not paid in full,
but always subject to the same provisions for vesting such
special rights in the bolders of the Preferred Stock in case of
further like defaults in the payment of dividends thereon as
described in the immediately foregoing paragraph. Upon
termination of any such special voting right upon payment of all
accumulated and unpaid dividends on the Preferred Stock, the
terms of office of all persons who may have been elected
directors of the Corporation by vote of the holders of the
Preferred Stock as a class, pursuant to such special voting right
shall forthwith terminate, and the resulting vacancies shall be
filled by the vote of a majority of the remaining directors.
In case of any vacancy in the office of a director occurring
among the directors elected by the holders of the Preferred
Stock, voting separately as a class, the remaining directors
elected by the holders of the Preferred Stock, by affirmative
vote of a majority thereof, or the remaining director so elected
if there be but one, may elect a successor or successors to hold
office for the unexpired term or terms of the director or
directors whose place or places shall be vacant. Likewise, in
case of any vacancy in the office of a director occurring among
the directors not elected by the holders of the Preferred Stock,
the remaining directors not elected by the holders of the
Preferred Stock, by affirmative vote of a majority thereof, or
the remaining director so elected if there be but one, may elect
a successor or successors to hold office for the unexpired term
or terms of the director or directors whose place or places shall
be vacant.
Whenever the right shall have accrued to the holders of the
Preferred Stock to elect directors, voting separately as a class,
it shall be the duty of the President, a Vice-President or the
Secretary of the Corporation forthwith to call and cause notice
to be given to the shareholders entitled to vote of a meeting to
be held at such time as the Corporation's officers may fix, not
less than forty-five nor more than sixty days after the accrual
of such right, for the purpose of electing directors. The notice
so given shall be mailed to each holder of record of preferred
stock at his last known address appearing on the books of the
Corporation and shall set forth, among other things, (i) that by
reason of the fact that dividends payable on preferred stock are
in default in an amount equal to four full quarterly payments or
more per share, the holders of the Preferred Stock, voting
separately as a class, have the right to elect the smallest
number of directors necessary to constitute a majority of the
full Board of Directors of the Corporation, (ii) that any holder
of the Preferred Stock has the right, at any reasonable time, to
inspect, and make copies of, the list or lists of holders of the
Preferred Stock maintained at the principal office of the
Corporation or at the office of any Transfer Agent of the
Preferred Stock, and (iii) either the entirety of this paragraph
or the substance thereof with respect to the number of shares of
the Preferred Stock required to be represented at any meeting, or
adjournment thereof, called for the election of directors of the
Corporation. At the first meeting of stockholders held for the
purpose of electing directors during such time as the holders of
the Preferred Stock shall have the special right, voting
separately as a class, to elect directors, the presence in person
or by proxy of the holders of a majority of the outstanding
Common Stock shall be required to constitute a quorum of such
class for the election of directors, and the presence in person
or by proxy of the holders of a majority of the outstanding
Preferred Stock shall be required to constitute a quorum of such
class for the election of directors; provided, however, that in
the absence of a quorum of the holders of the Preferred Stock, no
election of directors shall be held, but a majority of the
holders of the Preferred Stock who are present in person or by
proxy shall have power to adjourn the election of the directors
to a date not less than fifteen nor more than fifty days from the
giving of the notice of such adjourned meeting hereinafter
provided for; and provided, further, that at such adjourned
meeting, the presence in person or by proxy of the holders of 35%
of the outstanding Preferred Stock shall be required to
constitute a quorum of such class for the election of directors.
In the event such first meeting of stockholders shall be so
adjourned, it shall be the duty of the President, a Vice-
President or the Secretary of the Corporation, within ten days
from the date on which such first meeting shall have been
adjourned, to cause notice of such adjourned meeting to be given
to the shareholders entitled to vote thereat, such adjourned
meeting to be held not less than fifteen days nor more than fifty
days from the giving of such second notice. Such second notice.
shall be given in the form and manner hereinabove provided for
with respect to the notice required to be given of such first
meeting of stockholders, and shall further set forth that a
quorum was not present at such first meeting and that the holders
of 35% of the outstanding Preferred Stock shall be required to
constitute a quorum of such class for the election of directors
at such adjourned meeting. If the requisite quorum of holders of
the Preferred Stock shall not be present at said adjourned
meeting, then the directors of the Corporation then in office
shall remain in office until the next Annual Meeting of the
Corporation, or special meeting in lieu thereof and until their
successors shall have been elected and shall qualify. Neither
such first meeting nor such adjourned meeting shall be held on a
date within sixty days of the date of the next Annual Meeting of
the Corporation, or special meeting in lieu thereof. At each
Annual Meeting of the Corporation, or special meeting in lieu
thereof, held during such time as the holders of the Preferred
Stock, voting separately as a class. shall have the right to
elect a majority of the Board of Directors, the foregoing
provisions of this paragraph shall govern each Annual Meeting, or
special meeting in lieu thereof, as if said Annual Meeting or
special meeting were the first meeting of stockholders held for
the purpose of electing directors after the right of the holders
of the Preferred Stock, voting separately as a class, to elect a
majority of the Board of Directors, should have accrued the
exception, that if, at any adjourned annual meeting, or special
meeting in lieu thereof, the holders of 35% of the outstanding
Preferred Stock are not present in person or by proxy, all the
directors shall be elected by a vote of the holders of a majority
of the Common Stock of the Corporation present or represented at
the meeting.
(C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at least
two-thirds of the total number of shares of the Preferred Stock
then outstanding:
(1) create, authorize or issue any new stock which,
after issuance would rank prior to the Preferred Stock as to
dividends, in liquidation, dissolution, winding up or
distribution, or create, authorize or issue any security
convertible into shares of any such stock except for the
purpose of providing funds for the redemption of all of the
Preferred Stock then outstanding, such new stock or security
not to be issued until such redemption shall have been
authorized and notice of such redemption given and the
aggregate redemption price deposited as provided in
paragraph (G) below; provided, however, that any such new
stock or security shall be issued within twelve months after
the vote of the Preferred Stock herein provided for
authorizing the issuance of such new stock or security; or
(2) amend, alter, or repeal any of the rights,
preferences or powers of the holders of the Preferred Stock
so as to affect adversely any such rights, preferences or
powers; provided, however, that if such amendment,
alteration or repeal affects adversely the rights,
preferences or powers of one or more, but not all, series of
Preferred Stock at the time outstanding, only the consent of
the holders of at least two-thirds of the total number of
outstanding shares of all series so affected shall be
required; and provided, further, that an amendment to
increase or decrease the authorized amount of Preferred
Stock or to create or authorize, or increase or decrease the
amount of, any class of stock; ranking on a parity with the
outstanding shares of the Preferred Stock as to dividends or
assets shall not be deemed to affect adversely the rights,
preferences or powers of the holders of the Preferred Stock
or any series thereof.
(D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding:
(1) merge or consolidate with or into any other
corporation or corporations or sell or otherwise dispose of
all or substantially all of the assets of the Corporation,
unless such merger or consolidation or sale or other
disposition, or the exchange, issuance or assumption of all
securities to be issued or assumed in connection with any
such merger or consolidation or sale or other disposition,
shall have been ordered, approved or permitted under the
Public Utility Holding Company Act of 1935; or
(2) issue or assume any unsecured notes, debentures or
other securities representing unsecured indebtedness for
purposes other than (i) the refunding of outstanding
unsecured indebtedness theretofore issued or assumed by the
Corporation resulting in equal or longer maturities, or (ii)
the reacquisition, redemption or other retirement of all
outstanding shares of the Preferred Stock, if immediately
after such issue or assumption, the total principal amount
of all unsecured notes, debentures or other securities
representing unsecured indebtedness issued or assumed by the
Corporation, including unsecured indebtedness then to be
issued or assumed (but excluding the principal amount then
outstanding of any unsecured notes, debentures, or other
securities representing unsecured indebtedness having a
maturity in excess of ten (10) years and in amount not
exceeding 10% of the aggregate of (a) and (b) of this
section below) would exceed ten per centum (10%) of the
aggregate of (a) the total principal amount of all bonds or
other securities representing secured indebtedness issued or
assumed by the Corporation and then to be outstanding, and
(b) the capital and surplus of the Corporation as then to be
stated on the books of account of the Corporation. When
unsecured notes, debentures or other securities representing
unsecured debt of a maturity in excess of ten (10) years
shall become of a maturity of ten (10) years or less, it
shall then be regarded as unsecured debt of a maturity of
less than ten (10) years and shall be computed with such
debt for the purpose of determining the percentage ratio to
the sum of (a) and (b) above of unsecured debt of a maturity
of less than ten (10) years, and when provision shall have
been made, whether through a sinking fund or otherwise, for
the retirement, prior to their maturity, of unsecured notes,
debentures, or other securities representing unsecured debt
of a maturity in excess of ten (10) years, the amount of any
such security so required to be retired in less than ten
(10) years shall be regarded as unsecured debt of a maturity
of less than ten (10) years (and not as unsecured debt of a
maturity in excess of ten (10) years) and shall be computed
with such debt for the purpose of determining the percentage
ratio to the sum of (a) and (b) above of unsecured debt of a
maturity of less than ten (10) years, provided, however,
that the payment due upon the maturity of unsecured debt
having an original single maturity in excess of ten (10)
years or the payment due upon the latest maturity of any
serial debt which had original maturities in excess of ten
(10) years shall not, for purposes of this provision, be
regarded as unsecured debt of a maturity of less than ten
(10) years until such payment or payments shall be required
to be made within three (3) years; furthermore, when
unsecured notes, debentures or other securities representing
unsecured debt of a maturity of less than ten (10) years
shall exceed 10% of the sum of (a) and (b) above, no
additional unsecured notes, debentures or other securities
representing unsecured debt shall be issued or assumed
(except for the purpose set forth in (i) or (ii) above)
until such ratio is reduced to 10% of the sum of (a) and (b)
above; or
(3) issue, sell or otherwise dispose of any shares of
the Preferred Stock in addition to the 104,476 shares of the
Preferred Stock originally authorized, or of any other class
of stock ranking on a parity with the Preferred Stock as to
dividends or in liquidation, dissolution, winding up or
distribution, unless the gross income of the Corporation and
Mississippi Power & Light Company, a Florida corporation,
for a period of twelve (12) consecutive calendar months
within the fifteen (15) calendar months immediately
preceding the issuance, sale or disposition of such stock,
determined in accordance with generally acccepted accounting
practices (but in any event after deducting all taxes and
the greater of (a) the amount for said period charged by the
Corporation and Mississippi Power & Light Company, a Florida
corporation, on their books to depreciation expense or (b)
the largest amount required to be provided therefor by any
mortgage indenture of the Corporation) to be available for
the payment of interest, shall have been at least one and
one-half times the sum of (i) the annual interest charges on
all interest bearing indebtedness of the Corporation and
(ii) the annual dividend requirements on all outstanding
shares of the Preferred Stock and of all other classes of
stock ranking prior to, or on a parity with, the Preferred
Stock as to dividends or distributions, including the shares
proposed to be issued; provided, that there shall be
excluded from the foregoing computation interest charges on
all indebtedness and dividends on all shares of stock which
are to be retired in connection with the issue of such
additional shares of the Preferred Stock or other class of
stocks ranking prior to, or on a parity with, the Preferred
Stock as to dividends or distributions; and provided,
further, that in any case where such additional shares of
the Preferred Stock, or other class of stock ranking on a
parity with the Preferred Stock as to dividends or
distributions, are to be issued in connection with the
acquisition of additional property, the gross income of the
property to be so acquired, computed on the same basis as
the gross income of the Corporation, may be included on a
pro forma basis in making the foregoing computation; or
(4) issue, sell, or otherwise dispose of any shares of
the Preferred Stock, in addition to the 104,476 shares of
the Preferred Stock originally authorized, or of any other
class of stock ranking on a parity with the Preferred Stock
as to dividends or distributions, unless the aggregate of
the capital of the Corporation applicable to the Common
Stock and the surplus of the Corporation shall be not less
than the aggregate amount payable on the involuntary
liquidation, dissolution, or winding up of the Corporation,
in respect of all shares of the Preferred Stock and all
shares of stock, if any, ranking prior thereto, or on a
parity therewith, as to dividends or distributions, which
will be outstanding after the issue of the shares proposed
to be issued; provided, that if, for the purposes of meeting
the requirements of this subparagraph (4), it becomes
necessary to take into consideration any earned surplus of
the Corporation, the Corporation shall not thereafter pay
any dividends on shares of the Common Stock which would
result in reducing the Corporation's Common Stock equity (as
in paragraph (H) hereinafter defined) to an amount less than
the aggregate amount payable, on involuntary liquidation,
dissolution or winding up the Corporation, on all shares of
the Preferred Stock and of any stock ranking prior to, or on
a parity with, the Preferred Stock, as to dividends or other
distributions, at the time outstanding.
(E) Each holder of Conunon Stock of the Corporation shall be
entitled to one vote, in person or by proxy, for each share of
such stock standing in his name on the books of the Corporation.
Except as hereinbefore expressly provided in this Section Fourth,
the holders of the Preferred Stock shall have no power to vote
and shall be entitled to no notice of any meeting of the
stockholders of the Corporation. As to matters upon which holders
of the Preferred Stock are entitled to vote as hereinbefore
expressly provided, each holder of such Preferred Stock shall be
entitled to one vote, in person or by proxy, for each share of
such Preferred Stock standing in his name on the books of the
Corporation.
(F) In the event of any voluntary liquidation, dissolution or
winding up of the Corporation, the Preferred Stock, pari passu
with all shares of preferred stock of any class or series then
outstanding, shall have a preference over the Common Stock until
an amount equal to the then current redemption price shall have
been paid. In the event of any involuntary liquidation,
dissolution or winding up of the Corporation, which shall include
any such liquidation, dissolution or winding up which may arise
out of or result from the condemnation or purchase of all or a
major portion of the properties of the Corporation, by (i) the
United States Government or any authority, agency or
instrumentality thereof, (ii) a state of the United States or any
polltical subdivision, authority, agency, or instrumentality
thereof, or (iii) a disrict, cooperative or other association or
entity not organized for profit, the Preferred Stock, pari passu
with all shares of preferred stock of any class or series then
outstanding, shall also have a preference over the Common Stock
until the full par value thereof and an amount equal to all
accumulated and unpaid dividends thereon shall have been paid by
dividends or distribution.
(G) Upon the affirmative vote of a majority of the shares of
the issued and outstanding Common Stock at any annual meeting, or
any special meeting called for that purpose, the Corporation may
at any time redeem all of any series of said Preferred Stock or
may from time to time redeem any part thereof, by paying in cash
the redemption price then applicable thereto as stated and
expressed with respect to such series in the resolution providing
for the issue of such shares adopted by the Board of Directors of
the Corporation, or in these Restated Articles of Incorporation
or any amendment thereof, plus, in each case, an amount
equivalent to the accumulated and unpaid dividends, if any, to
the date of redemption. Notice of the intention of the
Corporation to redeem all or any part of the Preferred Stock
shall be mailed not less than thirty (30) days nor more than
sixty (60) days before the date of redemption to each holder of
record of Preferred Stock to be redeemed, at his post office
address as shown by the Corporation's records, and not less than
thirty (30) days' nor more than sixty (60) days' notioe of such
redemption may be published in such manner as may be prescribed
by resolution of the Board of Directors of the Corporation; and,
in the event of such publication, no defect in the mailing of
such notice shall affect the validity of the proceedings for the
redemption of any shares of Preferred Stock so to be redeemed.
Contemporaneously with the mailing or the publication of such
notice as aforesaid or at any time thereafter prior to the date
of redemption, the Corporation may deposit the aggregate
redemption price (or the portion thereof not already paid in the
redemption of such Preferred Stock so to be redeemed) with any
bank or trust company in the City of New York, New York, or in
the City of Jackson, Mississippi, named in such notice, payable
to the order of the record holders of the Preferred Stock so to
be redeemed, as the case may be, on the endorsement and surrender
of their certificates, and thereupon said holders shall cease to
be stockholders wlth respect to such shares; and from and after
the making of such deposit such holders shall have no interest in
or claim against the Corporation with respect to said shares, but
shall be enlitled only to receive such moneys from said bank or
trust company, with interest, if any, allowed by such bank or
trust company on such moneys deposited as in this paragraph
provided, on endorsement and surrender of their certificates, as
aforesaid. Any moneys so deposited, plus interest thereon, if
any, remaining unclaimed at the end of six years from the date
fixed for redemption, if thereafter requested by resolution of
the Board of Directors, shall be repaid to the Corporation, and
in the event of such repayment to the Corporation, such holders
of record of the shares so redeemed as shall not have made claim
against such moneys prior to such repayment to the Corporation,
shall be deemed to be unsecured creditors of the Corporation for
an amount, without interest, equivalent to the amount deposited,
plus interest thereon, if any, allowed by such bank or trust
company, as above stated, for the redemption of such shares and
so paid to the Corporation. Shares of the Preferred Stock which
have been redeemed shall not be reissued. If less than all of
the shares of the Preferred Stock are to be redeemed, the shares
thereof to be redeemed shall be selected by lot, in such manner
as the Board of Directors of the Corporation shall determine, by
an independent bank or trust company selected for that purpose by
the Board of Directors of the Corporation. Nothing herein
contained shall limit any legal right of the Corporation to
purchase or otherwise acquire any shares of the Preferred Stock;
provided, however, that, so long as any shares of the Preferred
Stock are outstanding, the Corporation shall not redeem, purchase
or otherwise acquire less than all of the shares of the Preferred
Stock, if, at the time of such redemption, purchase or other
acquisition, dividends payable on the Preferred Stock shall be in
default in whole or in part, unless, prior to or concurrently
with such redemption, purchase or other acquisition, all such
defaults shall be cured or unless such redemption, purchase or
other acquisition shall have been ordered, approved or permitted
under the Public Utility Holding Company Act of 1935; and
provided further that, so long as any shares of the Preferred
Stock are outstanding, the Corporation shall not make any payment
or set aside any funds for payment into any sinking fund for the
purchase or redemption of any shares of the Preferred Stock, if,
at the time of such payment, or the setting apart of funds for
such payment, dividends payable on the Preferred Stock shall be
in default in whole or in part, unless, prior to or concurrently
with such payment or the setting apart of funds for such payment,
all such defaults shall be cured or unless such payment, or the
setting apart of funds for such payment, shall bave been ordered,
approved or permitted under the Public Utility Holding Company
Act of 1935. Any shares of the Preferred Stock so redeemed,
purchased or acquired shall retired and cancelled.
(H) For the purposes of this paragraph (H) and subparagraph
(4) of paragraph (D) the term "Common Stock Equity" shall mean
the aggregate of the par value of, or stated capital represented
by, the outstanding shares (other than shares owned by the
Corporation) of stock ranking junior to the Preferred Stock as to
dividends and assets, of the premium on such junior stock and of
the surplus (including earned surplus, capital surplus and
surplus invested in plant) of the Corporation less (1) any
amounts recorded on the books of the Corporation for utility
plant and other plant in excess of the original cost thereof, (2)
unamortized debt discount and expense, capital stock discount and
expense and any other intangible items set forth on the asset
side of the balance sheet as a result of accounting convention,
(3) the excess, if any, of the aggregate amount payable on
involuntary liquidation, dissolution or winding up of the affairs
of the Corporation upon all outstanding preferred stock of the
Corporation over the aggregate par or stated value thereof and
any premiums thereon and (4) the excess, if any, for the period
beginning with January 1, 1954, to the end of the month within
ninety (90) days preceding the date as of which Common Stock
Equity is determined, of the cumulative amount computed under re
quirements contained in the Corporation's mortgage indentures
relating to minimum depreciation provisions (this cumulative
amount being the aggregate of the largest amounts separately
computed for entire periods of differing coexisting mortgage
indenture requirements), over the amount charged by the
Corporation and Mississippi Power & Light Company, a Florida
corporation, on their books for depreciation during such period,
including the final fraction of a year; provided, however, that
no deductions shall be required to be made in respect of items
referred to in subdivisions (1) and (2) of this paragraph (H) in
cases in which such items are being amortized or are provided
for, or are being provided for, by reserves. For the purpose of
this paragraph (H): (i) the term "total capitalization" shall
mean the sum of the Common Stock Equity plus item three (3) in
this paragraph (H) and the stated capital applicable to, and any
premium on, outstanding stock of the Corporation not included in
Common Stock Equity, and the principal amount of all outstanding
debt of the Corporation maturing more than twelve months after
the date of issue thereof; and (ii) the term "dividends on Common
Stock" shall embrace dividends on Common Stock (other than
dividends payable only in shares of Common Stock), distributions
on, and purchases or other acquisitions for value of, any Common
Stock of the Corporation or other stock if any, subordinate to
its Preferred Stock. So long as any shares of the Preferred
Stock are outstanding, the Corporation shall not declare or pay
any dividends on the Common Stock, except as follows:
(a) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date on
which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than 20% of total
capitalization, the Corporation shall not declare such
dividends in an amount which, together with all other
dividends on Common Stock paid within the year ending with
and including the date on which such dividend is payable,
exceeds 50% of the net income of the Corporation available
for dividends on the Common Stock for the twelve full
calendar months immediately preceding the month in which
such dividends are declared, except in an amount not
exceeding the aggregate of dividends on Common Stock which
under the restrictions set forth above in this subparagraph
(a) could have been, and have not been, declared; and
(b) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date on
which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than 25% but not
less than 20% of total capitalization, the Corporation shall
not declare dividends on the Common Stock in an amount
which, together with all other dividends on Comrnon Stock
paid within the year ending with and including the date on
which such dividend is payable, exceeds 75% of the net
income of the Corporation and Mississippi Power & Light
Company, a Florida corporation, available for dividends on
the Common Stock for the twelve full calendar months
immediately preceding the month in which such dividends are
declared, except in an amount not exceeding the aggregate of
dividends on Common Stock which under the restrictions set
forth above in subparagraph (a) and in this subparagraph (b)
could have been and have not been declared; and
(c) If any time when the Common Stock Equity is 25% or
more of total capitalization, the Corporation may not
declare dividends on shares of the Common Stock which would
reduce the Common Stock Equity below 25% of total
capitalization, except to the extent provided in
subparagraphs (a) and (b) above.
At anytime when the aggregate of all amounts credited
subsequent to January 1, 1954, to the depreciation reserve
account of the Corporation and Mississippi Power & Light Company,
a Florida corporation, through charges to operating revenue
deductions or otherwise on the books of the Corporation and
Mississippi Power & Light Company, a Florida corporation, shall
be less than the amount computed as provided in clause (aa)
below, under requirements contained in the Corporation's mortgage
indentures, then for the purposes of subparagraphs (a) and (b)
above, in determining the earnings available for common stock
dividends during any twelve-month period, the amount to be
provided for depreciation in that period shall be (aa) the
greater of the cumulative amount charged to depreciation expense
on the books of the Corporation and Mississippi Power & Light
Company, a Florida corporation, or the cumulative amount computer
under requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing co-
existing mortgage indenture requirements) for the period from
January 1, 1954, to and including said twelve-month period, less
(bb) the greater of the cumulative amount charged to depreciation
expense on the books of the Corporation and Mississippi Power &
Light Company, a Florida corporation, or the cumulative amount
computed under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation provisions
(the latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) from January 1, 1954,
up to but excluding said twelve-month period; provided that in
the event any company other than Mississippi Power & Light
Company, a Florida corporation, is merged into the Corporation
the "cumulative amount computed under requirements contained in
the Corporation's mortgage indentures relating to minimum
depreciation provisions" referred to above shall be computed
without regard, for the period perior to the merger, of property
acquired in the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation" shall be
exclusive of amounts provided for such property prior to the
merger.
(I) The Board of Directors are hereby expressly authorized
by resolution or resolutions to state and express the series and
distinctive serial designation of any authorized and unissued
shares of Preferred Stock proposed to be issued, the number of
shares to constitute each such series, the annnal rate or rates
of dividends payable on shares of each series together with the
dates on which such dividends shall be paid in each year, the
date from which such dividends shall commence to accumulate, the
amount or amounts payable upon redemption and the sinking fund
provisions, if any, for the redemption or purchase of shares.
(J) Dividends may be paid upon the Common Stock only when (i)
dividends have been paid or declared and funds set apart for the
payment of dividends as aforesaid on the Preferred Stock from thc
date(s) after which dividends thereon became cumulative, to the
beginning of the period then current, with respect to which such
dividends on the Preferred Stock are usually declared, and (ii)
all payments have been made or funds have been set aside for
payments then or theretofore due under sinking fund provisions,
if any, for the redemption or purchase of shares of any series of
the Preferred Stock, but whenever (x) there shall have been paid
or declared and funds shall have been set apart for the payment
of all such dividends upon the Preferred Stock as aforesaid, and
(y) all payments shall have been made or funds shall have been
set aside for payments then or theretofore due under sinking fund
provisions, if any, for the redemption or purchase of shares of
any series of the Preferred Stock, then, subject to the
limitations above set forth, dividends upon the Common Stock may
be declared payable then or thereafter, out of any net earnings
or surplus of assets over liabilities, including capital, then
remaining. After the payment of the limited dividends and/or
shares in distribution of assets to which the Preferred Stock is
expressly entitled in preference to the Common Stock, in
accordancc with the provisions hereinabove set forth, the Common
Stock alone (subject to the rights of any class of stock
hereafter authorized) shall receive all further dividends and
shares in distribution.
(K) Subject to the limitations hereinabove set forth the
Corporation from time to time may resell any of its own stock,
purchased or otherwise acquired by it as hereinafter provided
for, at such price as may be fixed by its Board of Directors or
Executive Committee.
(L) Subject to the limitations hereinabove set forth the
Corporation in order to acquire funds with which to redeem any
outstanding Preferred Stock of any class, may issue and sell
stock of any class then authorized but unissued, bonds, notes,
evidences of indebtedness, or other securities.
(M) Subject to the limitations hereinabove set forth the
Board of Directors of the Corporation may at any time authorize
the conversion or exchange of the whole or any particular share
of the outstanding preferred stock of any class with the consent
of the holder thereof, into or for stock of any other class at
the time of such consent authorized but unissued and may fix the
terms and conditions upon which such conversion or exchange may
be made; provided that without the consent of the holders of
record of two-thirds of the shares of Common Stock outstanding
given at a meeting of the holders of the Common Stock called and
held as provided by the By-Laws or given in writing without a
meeting, the Board of Directors shall not authorize the
conversion or exchange of any preferred stock of any class into
or for Common Stock or authorize the conversion or exchange of
any preferred stock; of any class into or for preferred stock of
any other class, if by such conversion or exchange the amount
which the holders of the shares of stock so converted or
exchanged would be entitled to receive either as dividends or
shares in distribution of assets in preference to the Common
Stock would be increased.
(N) A consolidation, merger or amalgamation of the
Corporation with or into any other corporation or corporations
shall not be deemed a distribution of assets of the Corporation
within the meaning of any provisions of these Restated Articles
of Incorporation.
(O) The consideration received by the Corporation from the
sale of any additional stock without nominal or par value shall
be entered in the Corporation's capital stock account.
(P) Subject to the limitations hereinabove set forth upon
the vote of a majority of all the Directors of the Corporation
and of a majority of the total number of shares of stock then
issued and outstanding and entitled to vote, irrespective of
class (or if the vote of a larger number or different proportion
of shares is required by the laws of the State of Mississippi not
withstanding the above agreement of the stockholders of the
Corporation to the contrary, then upon the vote of the larger
number or different proportion of shares so required), the
Corporation may from time to time create or authorize one or more
other classes of stock with such preferences, designations,
rights, privileges, powers, restrictions, limitations and qualifi
cations as may be determined by said vote, which may be the same
as or different from the preferences, designations, rights,
privileges, powers, restrictions, limitations and qualifications
of the classes of stock of the Corporation then authorized. Any
such vote authorizing the creation of a new class of stock may
provide that all moneys payable by the Corporation with respect
to any class of stock thereby authorized shall be paid in the
money of any foreign country named therein or designated by the
Board of Directors, pursuant to authority therein granted, at a
fixed rate of exchange with the money of the United States of
America therein stated or provided for and all such payments
shall be made accordingly. Any such vote may authorize any shares
of any class then authorized but unissued to be issued as shares
of such new class or classes
(Q) Subject to the limitations hereinabove set forth, either
the Preferred Stock or the Common Stock or both of said classes
of stock, may be increased at any time upon vote of the holders
of a majority of the total number of shares of the Corporation
then issued and outstanding and entitled to vote thereon,
irrespective of class.
(R) If any provisions in this Section Fourth shall be in
conflict or inconsistent with any other provisions of these
Restated Articles of Incorporation of the Corporation the
provisions of this Section Fourth shall prevail and govern.
FIFTH: The Corporation will not commence business until at
least $1,000 has been received by it as consideration for the
issuance of shares.
SIXTH: Existing provisions limiting or denying to
shareholders the preemptive right to acquire additional or
treasury shares of the Corporation are:
No holder of any stock of the Corporation shall be entitled
as of right to purchase or subscribe for any part of any unissued
stock of the Corporation, or any additional stock of any class to
be issued by reason of any increase of the authorized capital
stock of the Corporation or of bonds, certificates of
indebtedness, debentures, or other securities convertible into
stock of the Corporation, but any such unissued stock or any such
additional authorized issue of new stock, or of securities
convertible into stock, may be issued and disposed of by the
Board of Directors without offering to the stockholders then of
record, or to any class of stockholders, any thereof on any
terms.
SEVENTH: Existing provisions of the Restated Articles of
Incorporation for the regulation of the internal affairs of the
Corporation are:
(a) General authority is hereby conferred upon the
Board of Directors to fix the consideration for which shares
of stock of the Corporation without nominal or par value may
be issued and disposed of, and the shares of stock of the
Corporation without nominal or par value, whether authorized
by these Restated Articles of Incorporation or by subsequent
increase of the authorized number of shares of stock or by
amendment of these Restated Articles of Incorporation by
consolidation or merger or otherwise, and/or any securities
convertible into stock of the Corporation without nominal or
par value may be issued and disposed of for such
consideration and on such terms and in such manner as may be
fixed from time to time by the Board of Directors.
(b) The issue of the whole, or any part determined by
the Board of Directors, of the shares of stock of the
Corporation as partly paid, and subject to calls thereon
until the whole thereof shall have been paid, is hereby
authorized.
(c) The Board of Directors shall have power to
authorize the payment of compensation to the directors for
services to the Corporation, including fees for attendance
at meetings of the Board of Directors or the Executive
Committee and all other committees and to determine the
amount of such compensation and fees.
(d) The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by
it, alleged to have been lost or destroyed and the Board of
Directors may, in their discretion, require the owner of the
lost or destroyed certificate, or his legal representative,
to give bond in such sum as they may direct as indemnity
against any claim that may be made against the Corporation,
its officers, employees or agents by reason thereof; a new
certificate may be issued without requiring any bond when,
in the judgment of the directors, it is proper so to do.
If the Corporation shall neglect or refuse to issue
such a new certificate and it shall appear that the owner
thereof has applied to the Corporation for a new certificate
in place thereof and has made due proof of the loss or
destruction thereof and has given such notice of his
application for such new certificate on such newspaper of
general circulation, published in the State of Mississippi
as reasonably should be approved by the Board of Directors,
and in such other newspaper as may be required by the Board
of Directors, and has tendered to the Corporation adequate
security to indemnify the Corporation, its officers
employees, or agents, and any person other than such
applicant who shall thereafter appear to be the lawful owner
of such alleged lost or destroyed certificate against
damage, loss or expense because of the issuance of such new
certificate, and the effect thereof as herein provided,
then, unless there is adequate cause why such new
certificate shall not be issued, the Corporation, upon the
receipt of said indemnity, shall issue a new certificate of
stock in place of such lost or destroyed certificate. In the
event that the Corporation shall nevertheless refuse to
issue a new certificate as aforesaid, the applicant may then
petition any court of competent jurisdiction for relief
against the failure of the Corporation to perform its
obligations hereunder. In the event that the Corporation
shall issue such new certificate, any person who shall
thereafter claim any rights under the certificate in place
of which such new certificate is issued, whether such new
certificate is issued pursuant to the judgment or decree of
such court or voluntarily by the Corporation after the
publication of notice and the receipt of proof and indemnity
as aforesaid, shall have recourse to such indemnity and the
Corporation shall be discharged from all liability to such
person by reason of such certificate and the shares
represented thereby.
(e) No stockholder shall have any right to inspect any
account, book or document of the Corporation, except as
conferred by statute or authorized by the directors.
(f) A director of the Corporation shall not be
disqualified by his office from dealing or contracting with
the Corporation either as a vendor, purchaser or otherwise,
nor shall any transaction or contract of the Corporation be
void or voidable by reason of the fact that any director or
any firm of which any director is a member or any
corporation of which any director is a shareholder, officer
or director, is in any way interested in such transaction or
contract, provided that such transaction or contract is or
shall be authorized, ratified or approved either (1) by a
vote of a majority of a quorum of the Board of Directors or
the Executive Committee, without counting in such majority
or quorum any directors so interested or members of a firm
so interested or a shareholder, officer or director of a
corporation so interested, or (2) by the written consent, or
by vote at a stockholders' meeting of the holders of record
of a majority in number of all the outstanding shares of
stock of the Corporation entitled to vote; nor shall any
director be liable to account to the Corporation for any
profits realized by or from or through any such transaction
or contract of the Corporation, authorized, ratified or
approved as aforesaid by reason of the fact that he or any
firm of which he is a member or any corporation of which he
is a shareholder, officer or director was interested in such
transaction or contract. Nothing herein contained shall
create any liability in the events above described or
prevent the authorization, ratification or approval of such
contract in any other manner provided by law.
(g) Any director may be removed, whether cause shall be
assigned for his removal or not, and his place filled at any
meeting of the stockholders by the vote of a majority of the
outstanding stock of the Corporation entitled to vote.
Vacancies in the Board of Directors, except vacancies
arising from the removal of directors, shall be filed by the
directors remaining in office.
(h) Any property of the Corporation not essential to
the conduct of its corporate business and purposes may be
sold, leased, exchanged or otherwise disposed of by
authority of its Board of Directors and the Corporation may
sell, lease or exchange all of its property and franchises
or any of its property, franchises, corporate rights or
privileges essential to the conduct of its corporate
business and purposes upon the consent of and for such
considerations and upon such terms as may be authorized by a
majority of the Board of Directors and the holders of a
majority of the outstanding shares of stock entitled to
vote, expressed in writing or by vote at a meeting called
for that purpose in the manner provided by the By-Laws of
the Corporation for special meetings of stockholders; and at
no time shall any of the plants, properties, easements,
franchises (other than corporate franchises) or securities
then owned by the Corporation be deemed to be property,
franchises, corporate rights or privileges essential to the
conduct of the corporate business and purposes of the
Corporation.
Upon the vote or consent of the stockholders required
to dissolve the Corporation, the Corporation shall have
power, as the attorney and agent of the holders of all of
its outstanding stock, to sell, assign and transfer all such
stock to a new corporation organized under the laws of the
United States, the State of Mississippi or any other state,
and to receive as the consideration therefor shares of stock
of such new corporation of the several classes into which
the stock of the Corporation is then divided, equal in
number to the number of shares of stock of the Corporation
of said several classes then outstanding, such shares of
said new corporation to have the same preferences, voting
powers, restrictions and qualifications thereof as may then
attach to the classes of stock of the Corporation then
outstanding so far as the same shall be consistent with such
laws of the United States or of the State of Mississippi or
of such other state, except that the whole or any part of
such stock or any class thereof may be stock with or without
nominal or par value. In order to make effective such a
sale, assignment and transfer, the Corporation shall have
the right to transfer all its outstanding stock on its books
and to issue and deliver new certificates therefor in such
names and amounts as such new corporation may direct without
receiving for cancellation the certificates for such stock
previously issued and then outstanding. Upon completion of
such sale, assignment and transfer, the holders of the stock
of the Corporation shall have no rights or interests in or
against the Corporation except the right, upon surrender of
certificates for stock of the Corporation properly endorsed,
if required, to receive from the Corporation certificates
for shares of stock of such new corporation of the class
corresponding to the class of the shares surrendered, equal
in number to the number of shares of the stock of the
Corporation so surrendered.
(i) Upon the written assent or pursuant to the
affirmative vote in person or by proxy of the holders of a
majority in number of the shares then outstanding and
entitled to vote, irrespective of class, (1) any or every
statute of the State of Mississippi hereafter enacted,
whereby the rights, powers or privileges of the Corporation
are or may be increased, diminished or in any way affected
or whereby the rights, powers or privileges of the
stockholders of corporations organized under the law under
which the Corporation is organized, are increased,
diminished or in any way affected or whereby effect is given
to the action taken by any part, less than all, of the
stockholders of any such corporation, shall, notwithstanding
any provisions which may at the time be contained in these
Restated Articles of Incorporation or any law, apply to the
Corporation, and shall be binding not only upon the
Corporation, but upon every stockholder thereof, to the same
extent as if such statute had been in force at the date of
the making and filing of these Restated Articles of
Incorporation and/or (2) amendments of these Restated
Articles of Incorporation authorized at the time of the
making of such amendments by the laws of the State of
Mississippi may be made.
EIGHTH: The Restated Articles of Incorporation correctly set
forth without change the corresponding provisions of the Articles
of Incorporation as heretofore amended and restated, and
supersede the original Articles of Incorporation, and all
amendments thereto, and prior Restated Articles of Incorporation
and all amendments thereto.
DATED: December 21, 1983.
MISSISSIPPI POWER & LIGHT COMPANY
By: D. C. LUTKEN
Its President
[CORPORATE SEAL]
By: F. S. YORK, JR.
Its Secretary
STATE OF MISSISSIPPI
COUNTY OF HINDS
I, Bethel Ferguson, a Notary Public, do hereby certify that
on this 21st day of December, 1983, personally appeared before me
D. C. Lutken. who, being by me first duly sworn, declared that he
is the President of Mississippi Power & Light Company, that he
signed the foregoing document as President of the Corporation,
and that the statements therein contained are true.
BETHEL FERGUSON
Notary Public
My commission expires July 23, 1987.
[NOTARY'S SEAL]
RESTATED ARTICLES OF INCORPORATION
of
MISSISSIPPI POWER & LIGHT COMPANY
Filing and Recording Data
Restated Articles of Incorporation filed with Secretary of State-
-December 21, 1983
Certificate of Restated Articles of Incorporation issued by
Secretary of State--December 21, 1983
Certificate of Restated Articles of Incorporation and Restated
Articles of Incorporation filed for record in the office of the
Chancery Clerk of the First Judicial District of Hinds County,
Mississippi, Book 189, Page 624--December 22, 1983.
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Resolution Establishing Series of Shares
October 25, 1984
Pursuant to the provisions of Section 79-3-29 of the
Mississippi Business Corporation Law, the undersigned Corporation
submits the following statement for the purpose of establishing
and designating a series of shares and fixing and determining the
relative rights and preferences thereof:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The attached resolution establishing and designating a
series of shares and fixing and determining the relative
rights and preferences thereof was duly adopted by the
Board of Directors of the Corporation on October 24,
1984.
Dated this the 25th day of October, 1984.
MISSISSIPPI POWER & LIGHT COMPANY
By/s/ William Cavanaugh, III
William Cavanaugh, III
President
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this October 25, 1984, personally appeared before me William
Cavanaugh, III, who, being by me first duly sworn, declared that
he is President of Mississippi Power & Light Company, that he
executed the foregoing document as President of the Corporation,
and that the statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
March 30, 1986
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this October 25, 1984, personally appeared before me Frank S.
York, Jr., who, being by me first duly sworn, declared that he is
Senior Vice President, Chief Financial Officer and Secretary of
Mississippi Power & Light Company, that he executed the foregoing
document as Senior Vice President, Chief Financial Officer and
Secretary of the Corporation, and that the statements therein
contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
March 30, 1986
RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as follows:
A series of 150,000 shares of the Preferred Stock shall:
(a) be designated "16.16% Preferred Stock, Cumulative, $100
Par Value;"
(b) have a dividend rate of $16.16 per share per annum
payable quarterly on February 1, May 1, August 1, and November 1
of each year, the first dividend date to be February 1, 1986, and
such dividends to be cumulative from the date of issuance;
(c) be subject to redemption at the price of $116.16 per
share if redeemed on or before November 1, 1989, of $112.12 per
share if redeemed after November 1, 1989, and on or before
November 1, 1994, of $108.08 per share if redeemed after November
1, 1994, and on or before November 1, 1999, and of $104.04 per
share if redeemed after November 1, 1999, in each case plus an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption; provided,
however, that no share of the 16.16% Preferred Stock, Cumulative,
$100 Par Value, shall be redeemed prior to November 1, 1989, if
such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or indirectly, of
funds borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by the
Corporation of stock ranking prior to or on a parity with the
16.16% Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of less
than 16.2772% per annum; and
(d) be subject to redemption as and for a sinking fund as
follows: on November 1, 1989 and on each November 1 thereafter
(each such date being hereinafter referred to as a "16.16%
Sinking Fund Redemption Date"), for so long as any shares of the
16.16% Preferred Stock, Cumulative, $100 Par Value, shall remain
outstanding, the Corporation shall redeem, out of funds legally
available therefor, 7,500 shares of the 16.16% Preferred Stock,
Cumulative, $100 Par Value, (or the number of shares than
outstanding if less than 7,500) at the sinking fund redemption
price of $100 per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 16.16% Preferred
Stock, Cumulative, $100 Par Value, being hereinafter referred to
as the "16.16% Sinking Fund Obligation"); the 16.16% Sinking Fund
Obligation shall be cumulative; if on any 16.16% Sinking Fund
Redemption Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 16.16% Sinking Fund
Obligation with respect to the shares not redeemed shall carry
forward to each successive 16.16% Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on any
16.16% Sinking Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the 16.16% Sinking Fund
Obligation and all other sinking fund and similar obligations
than existing with respect to any other class or series of its
stock ranking on a parity as to dividends or assets with the
16.16% Preferred Stock, Cumulative, $100 Par Value (such
obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligations"), are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction on its 16.16% Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such 16.16% Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the 16.16% Sinking
Fund Obligation, the Corporation shall have the option, which
shall be noncumulative, to redeem, upon authorization of the
Board of Directors, on each 16.16% Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to 7,500
additional shares of the 16.16% Preferred Stock, Cumulative $100
Par Value; the Corporation shall be entitled, at its election, to
credit against its 16.16% Sinking Fund Obligation on any 16.16%
Sinking Fund Redemption Date any shares of the Preferred Stock,
Cumulative, $100 Par Value (including shares of the 16.16%
Preferred Stock, Cumulative, $100 Par Value, optionally redeemed
at the aforesaid sinking fund price) theretofore redeemed (other
than shares of the 16.16% Preferred Stock, Cumulative, $100 Par
Value, redeemed pursuant to the 16.16% Sinking Fund Obligation)
purchased or otherwise acquired and not previously credited
against the 16.16% Sinking Fund Obligation.
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Resolution Establishing Series of Shares
July 24, 1986
Pursuant to the provisions of Section 79-3-29 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement for the purpose of establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The attached resolution establishing and designating a
series of shares and fixing and determining the relative
rights and preferences thereof was duly adopted by the
Board of Directors of the Corporation on July 24, 1986.
Dated this the 24th day of July, 1986.
MISSISSIPPI POWER & LIGHT COMPANY
By/s/ William Cavanaugh, III
William Cavanaugh, III
President
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joseph L. Blount, a Notary Public, do hereby certify that
on this July 24, 1986, personally appeared before me William
Cavanaugh, III, who, being by me first duly sworn, declared that
he is President of Mississippi Power & Light Company, a
Mississippi corporation, that he executed the foregoing document
as President of the Corporation, and that the statements therein
contained are true.
/s/ Joseph L. Blount
Joseph L. Blount, Notary Public
My Commission Expires:
January 20, 1990
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joseph L. Blount, a Notary Public, do hereby certify that
on this July 24, 1986, personally appeared before me Frank S.
York, Jr., who, being by me first duly sworn, declared that he is
Senior Vice President, Chief Financial Officer and Secretary of
Mississippi Power & Light Company, a Mississippi corporation,
that he executed the foregoing document as Senior Vice President,
Chief Financial Officer and Secretary of the Corporation, and
that the statements therein contained are true.
/s/ Joseph L. Blount
Joseph L. Blount, Notary Public
My Commission Expires:
January 20, 1990
RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as follows:
A series of 350,000 shares of the Preferred Stock shall:
(a) be designated "9% Preferred Stock, Cumulative, $100 Par
Value;"
(b) have a dividend rate of $9.00 per share per annum
payable quarterly on February 1, May 1, August 1, and November 1
of each year, the first dividend date to be November 1, 1986, and
such dividends to be cumulative from the date of issuance;
(c) be subject to redemption at the price of $109.00 per
share if redeemed on or before July 1, 1991, of $106.75 per share
if redeemed after July 1, 1991, in each case plus an amount
equivalent to the accumulated and unpaid dividends thereon, if
any, to the date fixed for redemption; provided, however, that no
share of the 9% Preferred Stock, Cumulative, $100 Par Value,
shall be redeemed prior to July 1, 1991, if such redemption is
for the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly, of funds
derived through the issuance by the Corporation of stock ranking
prior to or on a parity with the 9% Preferred Stock, Cumulative,
$100 Par Value, as to dividends or assets, if such borrowed funds
have an effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or such
stock has an effective dividend cost to the Corporation (so
computed) of less than 9.9901% per annum; and
(d) be subject to redemption as and for a sinking fund as
follows: on July 1, 1991, and on each July 1 thereafter (each
such date being hereinafter referred to as a "9% Sinking Fund
Redemption Date"), for so long as any shares of the 9% Preferred
Stock, Cumulative, $100 Par Value, shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 70,000 shares of the 9% Preferred Stock, Cumulative,
$100 Par Value, (or the number of shares than outstanding if less
than 70,000) at the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an amount equivalent to
the accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem the
shares of the 9% Preferred Stock, Cumulative, $100 Par Value,
being hereinafter referred to as the "9% Sinking Fund
Obligation"); the 9% Sinking Fund Obligation shall be cumulative;
if on any 9.% Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient to redeem
the full number of shares required to be redeemed on that date,
the 9% Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive 9% Sinking Fund
Redemption Date until such shares shall have been redeemed;
whenever on any 9% Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the 9%
Sinking Fund Obligation and all other sinking fund and similar
obligations than existing with respect to any other class or
series of its stock ranking on a parity as to dividends or assets
with the 9% Preferred Stock, Cumulative, $100 Par Value (such
obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligations"), are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction on its 9% Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such 9% Sinking Fund Obligation to such
Total Sinking Fund Obligation; the Corporation shall be entitled,
at its election, to credit against its 9% Sinking Fund Obligation
on any 9% Sinking Fund Redemption Date any shares of the
Preferred Stock, Cumulative, $100 Par Value, theretofore
redeemed (other than shares of the 9% Preferred Stock,
Cumulative, $100 Par Value, redeemed pursuant to the 9% Sinking
Fund Obligation) purchased or otherwise acquired and not
previously credited against the 9% Sinking Fund Obligation.
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Cancellation of Shares
September 1, 1986
Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement of cancellation of redeemable shares by
redemption:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The number of redeemable shares cancelled through
redemption is 20,000 shares of 17% preferred stock,
cumulative, $100 par value.
3. The aggregate number of issued shares, itemized by class
and series, after giving effect to such cancellation is
as follows:
(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock, cumulative,
$100 par value;
(c) 43,888 shares of 4.56% preferred stock, cumulative,
$100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock, cumulative,
$100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 180,000 shares of 17% preferred stock, cumulative,
$100 par value;
(h) 100,000 shares of 14.75% preferred stock,
cumulative, $100 par value;
(i) 100,000 shares of 12% preferred stock, cumulative,
$100 par value;
(j) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(k) 350,000 shares of 9% preferred stock, cumulative,
$100 par value;
4. The amount, expressed in dollars, of the stated capital
of the Corporation, after giving effect to such
cancellation is $270,205,800.00.
5. The Restated Articles of Incorporation of the
Corporation provide that the cancelled shares shall not
be reissued, and the number of shares which the
Corporation has authority to issue, itemized by class,
after giving effect to such cancellation, is as follows:
(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b) 1,984,476 shares of preferred stock, 1,258,808
shares of which are issued and outstanding as
outlined above.
Dated this the 10th day of December, 1986.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me
Frank S. York, Jr., who, being by me first duly sworn, declared
that he is Senior Vice President, Chief Financial Officer and
Secretary of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as Senior
Vice President, Chief Financial Officer and Secretary of the
Corporation, and that the statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me A.
H. Mapp, who, being by me first duly sworn, declared that he is
Assistant Secretary and Assistant Treasurer of Mississippi Power
& Light Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the statements
therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Cancellation of Shares
November 1, 1986
Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement of cancellation of redeemable shares by
redemption:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The number of redeemable shares cancelled through
redemption is 180,000 shares of 17% preferred stock,
cumulative, $100 par value.
3. The aggregate number of issued shares, itemized by class
and series, after giving effect to such cancellation is
as follows:
(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock, cumulative,
$100 par value;
(c) 43,888 shares of 4.56% preferred stock, cumulative,
$100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock, cumulative,
$100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 100,000 shares of 14.75% preferred stock,
cumulative, $100 par value;
(h) 100,000 shares of 12% preferred stock, cumulative,
$100 par value;
(i) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(j) 350,000 shares of 9% preferred stock, cumulative,
$100 par value;
4. The amount, expressed in dollars, of the stated capital
of the Corporation, after giving effect to such
cancellation is $252,205,800.00.
5. The Restated Articles of Incorporation of the
Corporation provide that the cancelled shares shall not
be reissued, and the number of shares which the
Corporation has authority to issue, itemized by class,
after giving effect to such cancellation, is as follows:
(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b) 1,804,476 shares of preferred stock, 1,078,808
shares of which are issued and outstanding as
outlined above.
Dated this the 10th day of December, 1986.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me
Frank S. York, Jr., who, being by me first duly sworn, declared
that he is Senior Vice President, Chief Financial Officer and
Secretary of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as Senior
Vice President, Chief Financial Officer and Secretary of the
Corporation, and that the statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me A.
H. Mapp, who, being by me first duly sworn, declared that he is
Assistant Secretary and Assistant Treasurer of Mississippi Power
& Light Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the statements
therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Cancellation of Shares
November 1, 1986
Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement of cancellation of redeemable shares by
redemption:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The number of redeemable shares cancelled through
redemption is 100,000 shares of 14.75% preferred stock,
cumulative, $100 par value.
3. The aggregate number of issued shares, itemized by class
and series, after giving effect to such cancellation is
as follows:
(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock, cumulative,
$100 par value;
(c) 43,888 shares of 4.56% preferred stock, cumulative,
$100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock, cumulative,
$100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 100,000 shares of 12% preferred stock, cumulative,
$100 par value;
(h) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(i) 350,000 shares of 9% preferred stock, cumulative,
$100 par value;
4. The amount, expressed in dollars, of the stated capital
of the Corporation, after giving effect to such
cancellation is $242,205,800.00.
5. The Restated Articles of Incorporation of the
Corporation provide that the cancelled shares shall not
be reissued, and the number of shares which the
Corporation has authority to issue, itemized by class,
after giving effect to such cancellation, is as follows:
(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b) 1,704,476 shares of preferred stock, 978,808 shares
of which are issued and outstanding as outlined
above.
Dated this the 10th day of December, 1986.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me
Frank S. York, Jr., who, being by me first duly sworn, declared
that he is Senior Vice President, Chief Financial Officer and
Secretary of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as Senior
Vice President, Chief Financial Officer and Secretary of the
Corporation, and that the statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me A.
H. Mapp, who, being by me first duly sworn, declared that he is
Assistant Secretary and Assistant Treasurer of Mississippi Power
& Light Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the statements
therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Resolution Establishing Series of Shares
January 13, 1987
Pursuant to the provisions of Section 79-3-29 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement for the purpose of establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The attached resolution establishing and designating a
series of shares and fixing and determining the relative
rights and preferences thereof was duly adopted by the
Board of Directors of the Corporation on January 13,
1987.
Dated this the 13th day of January, 1987.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ D. C. Lutken
D. C. Lutken
President, Chairman of
the Board and Chief
Executive Officer
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this January 13, 1987, personally appeared before me D. C.
Lutken, who, being by me first duly sworn, declared that he is
President, Chairman of the Board and Chief Executive Officer of
Mississippi Power & Light Company, a Mississippi corporation,
that he executed the foregoing document as President, Chairman of
the Board and Chief Executive Officer of the Corporation, and
that the statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify that on
this January 13, 1987, personally appeared before me G. A. Goff,
who, being by me first duly sworn, declared that he is Senior
Vice President, Chief Financial Officer and Secretary of
Mississippi Power & Light Company, a Mississippi corporation,
that he executed the foregoing document as Senior Vice President,
Chief Financial Officer and Secretary of the Corporation, and
that the statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as follows:
A series of 350,000 shares of the Preferred Stock shall:
(a) be designated "9.76% Preferred Stock, Cumulative, $100
Par Value;"
(b) have a dividend rate of $9.76 per share per annum
payable quarterly on February 1, May 1, August 1, and November 1
of each year, the first dividend date to be May 1, 1987, and such
dividends to be cumulative from the date of issuance;
(c) be subject to redemption at the price of $109.76 per
share if redeemed on or before January 1, 1988, of $108.68 per
share if redeemed after January 1, 1988, and on or before January
1, 1989, of $107.60 per share if redeemed after January 1, 1989,,
and on or before January 1, 1990, of $106.51 per share if
redeemed after January 1, 1990, and on or before January 1, 1991,
of $105.43 per share if redeemed after January 1, 1991, and on or
before January 1, 1992, of $104.34 per share if redeemed after
January 1, 1992, and on or before January 1, 1993, of $103.26 per
share if redeemed after January 1, 1993, and on or before January
1, 1994, of $102.17 per share if redeemed after January 1, 1994,
and on or before January 1, 1995, of $101.09 per share if
redeemed after January 1, 1995, and on or before January 1, 1996,
and of $100.00 per share if redeemed after January 1, 1996, in
each case plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for redemption;
provided, however, that no share of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, shall be redeemed prior to January 1,
1992, if such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or indirectly, of
funds borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by the
Corporation of stock ranking prior to or on a parity with the
9.76% Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of less
than 9.9165% per annum; and
(d) be subject to redemption as and for a sinking fund as
follows: on January 1, 1993, and on each January 1 thereafter
(each such date being hereinafter referred to as a "9.76% Sinking
Fund Redemption Date"), for so long as any shares of the 9.76%
Preferred Stock, Cumulative, $100 Par Value, shall remain
outstanding, the Corporation shall redeem, out of funds legally
available therefor, 70,000 shares of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, (or the number of shares than
outstanding if less than 70,000) at the sinking fund redemption
price of $100 per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, being hereinafter referred to as the
"9.76% Sinking Fund Obligation"); the 9.76% Sinking Fund
Obligation shall be cumulative; if on any 9.76% Sinking Fund
Redemption Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 9.76% Sinking Fund
Obligation with respect to the shares not redeemed shall carry
forward to each successive 9.76% Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on any 9.76%
Sinking Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the 9.76% Sinking Fund
Obligation and all other sinking fund and similar obligations
than existing with respect to any other class or series of its
stock ranking on a parity as to dividends or assets with the
9.76% Preferred Stock, Cumulative, $100 Par Value (such
obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligations"), are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction on its 9.76% Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such 9.76% Sinking Fund Obligation to such
Total Sinking Fund Obligation; the Corporation shall be entitled,
at its election, to credit against its 9.76% Sinking Fund
Obligation on any 9.76% Sinking Fund Redemption Date any shares
of the Preferred Stock, Cumulative, $100 Par Value, theretofore
redeemed (other than shares of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, redeemed pursuant to the 9.76%
Sinking Fund Obligation) purchased or otherwise acquired and not
previously credited against the 9.76% Sinking Fund Obligation.
FURTHER RESOLVED That the officers of the Company are hereby
authorized and directed to execute, file, publish and record all
such statements and other documents, and to do and perform all
such other and further acts and things, as in the judgment of the
officer or officers taking such action may be necessary or
desirable for the purpose of causing the immediately preceding
resolution to become fully effective and of causing said
resolution to become and constitute an amendment of the Restated
Articles of Incorporation of the Company, all in the manner and
to the extent required by the Mississippi Business Corporation
Law.
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1987)
March 8, 1988
The undersigned corporation, pursuant to Section 79-4-6.31
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 5,000 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b)1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 95,000 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 8th day of March, 1988.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
By /s/ J. R. Martin
J. R. Martin
Treasurer and Assistant
Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988)
January 19, 1989
The undersigned corporation, pursuant to Section 79-4-6.31
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 1,500 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 93,500 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 19th day of January, 1989.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
REGISTERED AGENT/OFFICE STATEMENT OF CHANGE
(Mark appropriate box)
X DOMESTIC X PROFIT
FOREIGN NONPROFIT
1. Name of Corporation:
Mississippi Power & Light Company
Federal Tax ID: 64-0205830
2. Current street address of registered office:
308 East Pearl Street
Jackson, Mississippi 39201
3. New street address of registered office: (No change)
4. Name of current registered agent:
Donald C. Lutken or Robert C. Grenfell
5. Name of new registered agent:
Michael B. Bemis or Robert C. Grenfell
6. (Mark appropriate box)
(X) The undersigned hereby accepts designation as
registered agent for service of process.
/s/ Michael B. Bemis
/s/ Robert C. Grenfell
( ) Statement of written consent if attached.
7. ( ) Nonprofit. The street address of the registered
office and the street address of the
principal office of its registered
agent will be identical.
(X) Profit. The street address of the registered
office and the street address of the
business office of its registered agent
will be identical.
8. The corporation has been notified of the change of
registered office.
Mississippi Power & Light Company
Corporate Name
By: Michael B. Bemis, President and COO /s/ Michael B. Bemis
PRINTED NAME/CORPORATE TITLE SIGNATURE
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988)
March 30, 1989
The undersigned corporation, pursuant to Section 79-4-6.31
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 8,500 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 85,000 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 30th day of March, 1989.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988)
March 30, 1989
The undersigned corporation, pursuant to Section 79-4-6.31
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 5,800 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,692,176 shares of preferred stock, 1,316,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 87,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 30th day of March, 1989.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
ARTICLES OF CORRECTION
(Mark appropriate box)
X PROFIT NONPROFIT
The undersigned corporation, pursuant to Section 79-4-1.24 (if a
profit corporation) or Section 79-11-113 (if a nonprofit
corporation) of the Mississippi Code of 1972, as amended, hereby
executes the following document and sets forth:
1. The name of the corporation is:
Mississippi Power & Light Company
2. (Mark appropriate box.)
(X) The document to be corrected is Articles of
Amendment which became effective on March 31,
1989 (date).
( ) A copy of the document to be corrected is attached.
3. The aforesaid articles contain the following incorrect
statement:
See Attachment "A"
4. a. The reason such statement is incorrect is: The
reduction in the number of shares of the class and
series referred to in attachment A was incorrectly
states as 8,500, and should have been 5,800, which
incorrect statement is a component of certain other
statements made in the Articles of Amendment, all as
reflected in attachment "A".
or
b. The manner in which the execution of such document
was defective was:
5. The correction is as follows: Attachment "B", a new
executed form of Articles of Amendment, is substituted
in its entirety for the Articles of Amendment referred
to above.
6. The certificate of correction shall become effective on
March 31, 1989.
By: Mississippi Power & Light Company /s/ G. A. Goff
printed name/corporation title G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
ATTACHMENT "A"
The following incorrect statements were included in the
Articles of Amendment under Miss. Code Ann. Section 74-4-6.31
(Supp. 1988) dated March 30, 1989:
1. Paragraph 2 thereof provided as follows: "The
reduction in the number of authorized shares, itemized
by class and series, is 8,500 shares of 12% Preferred
Stock, Cumulative, $100 par value."
2. Paragraph 3(b) provided in part as follows: "1,699,476
shares of preferred stock, 1,323,808 shares of which
are issued and outstanding in the following series:
(vi) 85,000 shares of 12% preferred stock,
cumulative, $100 par value;
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988)
November 2, 1989
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988), submits the following document
and sets forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 90,000 shares of 16.16%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,602,176 shares of preferred stock, 1,226,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $200 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 87,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 60,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 2nd day of November, 1989.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1972)
March 28, 1990
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1972), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of
12.009% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,592,176 shares of preferred stock, 1,216,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $200 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 77,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 60,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 30th day of March, 1990.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1972)
November 2, 1990
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1972), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of 16.16%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,577,176 shares of preferred stock, 1,201,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 77,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 2nd day of November, 1990.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
[Letterhead of Wise Carter Child & Caraway]
March 26, 1991
Ms. Sylvia Jacobs
Branch Supervisor-Corporations Business Services
Secretary of State of State of Mississippi
202 North Congress Street, Suite 601
Jackson, MS 39205
Re: Mississippi Power & Light Company
Articles of Amendment
Dear Ms. Jacobs:
I received your Notice of Return regarding the Articles of
Amendment we recently filed for Mississippi Power & Light Company
under Section 79-4-6.31 of the Mississippi Code. Your Notice of
Return states that we must use Form C-3 provided in the Guide for
Domestic Corporations published by the Mississippi Secretary of
State.
I draw your attention to the fact that the Articles of
Amendment we are filing are being filed under Section 79-4-6.31
(1989) of the Mississippi Code, and not Section 79-4-10.06. I
agree that if we were filing Articles of Amendment under Section
79-4-10.06, the proper form to use would be Form C-3 provided by
the Mississippi Secretary of State. However, the Articles of
Amendment we are filing are being filed only because stock was
redeemed by the corporation and is now being cancelled.
We have used the form enclosed with this letter numerous
times in the past to file Articles of Amendment pursuant to
Section 79-4-6.31, after consultation with Ray Bailey. It is my
opinion that the form for the standard Articles of Amendment
would not be appropriate for the type of amendment we are filing,
and there is no place on the form to provide the information
required under Section 79-4-6.31. Accordingly, I am returning
our duplicate originals of the Articles of Amendment and request
that you file one among the records in your office, and return
the conformed copy, marked "Filed," to my attention at the above
address.
If you have any questions, please feel free to call at the
above direct dial number.
Very truly yours,
/s/ J. Michael Cockrell
J. Michael Cockrell
DMC/st
Enclosure
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 18, 1991
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is (a) 80 shares of 4.36%
preferred stock, cumulative, $100 par value; (b) 588
shares of 4.56% preferred stock, cumulative, $100 par
value; and (c) 10,000 shares of 12% preferred stock,
cumulative, $100 par value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,566,508 shares of preferred stock, 1,191,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 18th day of March, 1991.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
July 12, 1991
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,496,508 shares of preferred stock, 1,121,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 12th day of July, 1991.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
A. H. Mapp
Assistant Treasurer and
Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
November 19, 1991
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of 16.16%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,481,508 shares of preferred stock, 1,106,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 19th day of November, 1991.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
A. H. Mapp
Assistant Treasurer and
Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 13, 1992
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,471,508 shares of preferred stock, 1,096,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 13th day of March, 1992.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
July 15, 1992
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,401,508 shares of preferred stock, 1,026,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 15th day of July, 1992.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment - Statement of Resolution
Establishing Series of Shares
October 22, 1992
Pursuant to the provisions of Section 79-4-6.02(d) of the
Mississippi Code of 1972 (Supp. 1989), Mississippi Power & Light
Company submits the following statement for the purpose of
establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The attached resolution establishing and designating a
series of shares and fixing and determining the relative
rights and preferences thereof was duly adopted by the
Board of Directors of the Corporation on October 22,
1992.
Dated this the 22nd day of October, 1992.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Allan H. Mapp
Assistant Secretary and
Assistant Treasurer
MISSISSIPPI POWER & LIGHT COMPANY
Excerpts from the minutes of the Meeting
of the Board of Directors held on October 22, 1992
RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as follows:
A series of 200,000 shares of the Preferred Stock shall:
(a) be designated as the "8.36% Preferred Stock,
Cumulative, $100 Par Value";
(b) have a dividend rate of $8.36 per share per annum
payable quarterly on February 1, May 1, August 1, and November 1
of each year, the first dividend date to be February 1, 1993, and
such dividends to be cumulative from the date of issuance; and
(c) be subject to redemption at the price of $100 par share
plus an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption (except that no
share of the 8.36% Preferred Stock shall be redeemed on or before
October 1, 1997).
FURTHER RESOLVED That the officers of the Company are hereby
authorized and directed to execute, file and publish and record
all such statements and other documents, and to do and perform
all such other and further acts and things, as in the judgment of
the officer and officers taking such action may be necessary or
desirable for the purpose of causing the immediately preceding
resolution to become fully effective and of causing said
resolution to become and constitute an amendment of the Restated
Articles of Incorporation of the Company, all in the manner and
to the extent required by the Mississippi Business Corporation
Law.
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
November 6, 1992
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of 16.16%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,386,508 shares of preferred stock, 1,211,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 6th day of November, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
January 12, 1993
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.76%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,316,508 shares of preferred stock, 1,141,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 12th day of January, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 10, 1993
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of 12.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,306,508 shares of preferred stock, 1,131,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 10th day of March, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
July 12, 1993
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,236,508 shares of preferred stock, 1,061,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 12th day of July, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ James W. Snider
Title: Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
November 15, 1993
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of 16.16%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,221,508 shares of preferred stock, 1,046,508
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 15th day of November, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ James W. Snider
Title: Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-10.06 (1989)
February 4, 1994
The undersigned corporation, pursuant to Section 79-4-10.06
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. As evidenced by the attached Stockholder's Written
Approval of Amendment authorizing 1,500,000 additional
shares of Preferred Stock of the par value of $100 per
share, the following amendment of the Restated Articles
of Incorporation, as amended (the "Charter"), was
proposed by the Board of Directors of Mississippi Power
& Light Company on October 29, 1993, was adopted by the
stockholders of the Corporation entitled to vote on the
amendment on February 4, 1994, in accordance with and in
the manner prescribed by the laws of the State of
Mississippi and the Charter of Mississippi Power & Light
Company:
The first paragraph in Article FOURTH of the Charter is
amended to read as follows:
FOURTH: The aggregate number of shares which the
Corporation shall have authority to issue is
17,721,508 shares, divided into 2,721,508 shares of
Preferred Stock of the par value of $100 per share
and 15,000,000 shares of Common Stock without par
value.
3. Pursuant to the Laws of the State of Mississippi and the
Charter of Mississippi Power & Light Company, the
holders of Preferred Stock of the par value of $100 per
share were not entitled to vote on the amendment as a
separate voting group. The holders of the outstanding
shares of common stock were the only stockholders
entitled to vote on the amendment.
4. The number of shares of common stock of the corporation
outstanding at the time of such adoption was 8,666,357;
and the number of shares entitled to vote thereon was
8,666,357.
Dated this the 4th day of February, 1994.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ Edwin Lupberger
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer
By: /s/ Donald E. Meiners
Donald E. Meiners
President
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 17, 1994
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of 12.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,641,508 shares of preferred stock, 966,508 shares
of which are issued and outstanding in the following
series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 37,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 17th day of March, 1994.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
August 1, 1994
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,571,508 shares of preferred stock, 896,508 shares
of which are issued and outstanding in the following
series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 37,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 1st day of August, 1994.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
January 18, 1995
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.76%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,501,508 shares of preferred stock, 826,508 shares
of which are issued and outstanding in the following
series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 37,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)140,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 18th day of January, 1995.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 7, 1995
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of 12.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,491,508 shares of preferred stock, 816,508 shares
of which are issued and outstanding in the following
series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 27,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)140,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 7th day of March, 1995.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
July 20, 1995
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:
1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,421,508 shares of preferred stock, 746,508 shares
of which are issued and outstanding in the following
series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 27,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 140,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 20th day of July, 1995.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
Exhibit 23(a)
[Letterhead of Friday, Eldredge & Clark]
August 7, 1995
Entergy Corporation
225 Baronne Street
New Orleans, Louisiana 70112
Gentlemen:
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company ("AP&L"), Gulf States Utilities Company, Louisiana
Power & Light Company, Mississippi Power & Light Company, New
Orleans Public Service Inc. and System Energy Resources, Inc. We
further consent to the incorporation by reference of such
reference to our firm into AP&L's Registration Statements (Form S-
3, File Nos. 33-36149, 33-48356 and 33-50289), and related
Prospectuses pertaining to AP&L's First Mortgage Bonds and/or
Preferred Stock and First Mortgage Bonds, respectively.
Very truly yours,
/s/ Friday, Eldredge &
Clark
FRIDAY, ELDREDGE & CLARK
Exhibit 23(b)
[Letterhead of Monroe & Lemann]
August 7, 1995
Entergy Corporation
225 Baronne Street
New Orleans, Louisiana 70112
Gentlemen:
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company, Gulf States Utilities Company, Louisiana Power &
Light Company ("LP&L"), Mississippi Power & Light Company, New
Orleans Public Service Inc. ("NOPSI") and System Energy
Resources, Inc. We further consent to the incorporation by
reference of such reference to our firm into LP&L's Registration
Statements on Form S-3, and the related prospectuses (File Nos.
33-50937, 33-46085 and 33-39221) pertaining to LP&L's First
Mortgage Bonds and Preferred Stock, and into NOPSI's Registration
Statement on Form S-3, and the related prospectus (File No. 33-
57926) pertaining to NOPSI's General and Refunding Mortgage
Bonds.
Very truly yours,
/s/ Monroe & Lemann
MONROE & LEMANN
EXHIBIT 23(c)
August 7, 1995
Entergy Corporation
225 Baronne Street
New Orleans, Louisiana 70112
Ladies and Gentlemen:
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company, Gulf States Utilities Company, Louisiana Power &
Light Company, Mississippi Power & Light Company ("MP&L"), New
Orleans Public Service Inc., and System Energy Resources, Inc.
("System Energy"). We further consent to the incorporation by
reference of such reference to our firm into System Energy's
Registration Statement on Form S-3, and the related prospectus
(File No. 33-61189) pertaining to System Energy's Debt
Securities, and into MP&L's Registration Statements on Form S-3,
and the related prospectuses (File Nos. 33-53004, 33-55826 and 33-
50507) pertaining to MP&L's General and Refunding Mortgage Bonds
and MP&L's Preferred Stock.
Very truly yours,
WISE CARTER CHILD & CARAWAY,
Professional Association
By: /s/ Robert B. McGehee
Robert B. McGehee
Exhibit 23(d)
[Letterhead of Clark, Thomas & Winters]
CONSENT
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company, Gulf States Utilities Company ("GSU"), Louisiana
Power & Light Company, Mississippi Power & Light Company, New
Orleans Public Service Inc. and System Energy Resources, Inc. We
further consent to the incorporation by reference in the
registration statements of GSU on Form S-3 and Form S-8 (File
Numbers 2-76551, 2-98011, 33-49739, and 33-51181) of such
reference and Statements of Legal Conclusions.
/s/ Clark, Thomas & Winters
A Professional Corporation
CLARK, THOMAS & WINTERS,
A Professional Corporation
Austin, Texas
August 7, 1995
Exhibit 23(e)
CONSENT
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company, Gulf States Utilities Company ("GSU"), Louisiana
Power & Light Company, Mississippi Power & Light Company, New
Orleans Public Service Inc. and System Energy Resources, Inc. We
further consent to the incorporation by reference of such
reference to our firm into GSU's Registration Statements on Form
S-3 and Form S-8 (File Numbers 2-76551, 2-98011, 33-49739 and 33-
51181) of such reference and Statements.
/s/ L. S. Sandlin
SANDLIN ASSOCIATES
Management Consultants
Pasco, Washington
August 7, 1995
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
Entergy Corporation financial statements for the quarter ended
June 30, 1995 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000065984
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 15,836,749
<OTHER-PROPERTY-AND-INVEST> 538,250
<TOTAL-CURRENT-ASSETS> 2,275,324
<TOTAL-DEFERRED-CHARGES> 3,860,344
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 22,510,667
<COMMON> 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,132,373
<RETAINED-EARNINGS> 2,236,785
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,371,458
273,698
550,955
<LONG-TERM-DEBT-NET> 7,023,655
<SHORT-TERM-NOTES> 68,333
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 403,060
0
<CAPITAL-LEASE-OBLIGATIONS> 330,548
<LEASES-CURRENT> 152,730
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,336,230
<TOT-CAPITALIZATION-AND-LIAB> 22,510,667
<GROSS-OPERATING-REVENUE> 2,918,137
<INCOME-TAX-EXPENSE> 147,104
<OTHER-OPERATING-EXPENSES> 2,201,300
<TOTAL-OPERATING-EXPENSES> 2,348,404
<OPERATING-INCOME-LOSS> 569,733
<OTHER-INCOME-NET> 20,316
<INCOME-BEFORE-INTEREST-EXPEN> 590,049
<TOTAL-INTEREST-EXPENSE> 332,121
<NET-INCOME> 257,928
38,900
<EARNINGS-AVAILABLE-FOR-COMM> 219,028
<COMMON-STOCK-DIVIDENDS> 204,267
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 449,747
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
AP&L'S financial statements for the quarter ended June 30, 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000007323
<NAME> ARKANSAS POWER & LIGHT COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,878,127
<OTHER-PROPERTY-AND-INVEST> 168,671
<TOTAL-CURRENT-ASSETS> 544,412
<TOTAL-DEFERRED-CHARGES> 691,688
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,282,898
<COMMON> 470
<CAPITAL-SURPLUS-PAID-IN> 590,844
<RETAINED-EARNINGS> 502,299
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,093,613
51,527
176,350
<LONG-TERM-DEBT-NET> 1,278,691
<SHORT-TERM-NOTES> 667
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 28,175
0
<CAPITAL-LEASE-OBLIGATIONS> 105,426
<LEASES-CURRENT> 56,909
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,491,540
<TOT-CAPITALIZATION-AND-LIAB> 4,282,898
<GROSS-OPERATING-REVENUE> 751,760
<INCOME-TAX-EXPENSE> 21,344
<OTHER-OPERATING-EXPENSES> 632,019
<TOTAL-OPERATING-EXPENSES> 653,363
<OPERATING-INCOME-LOSS> 98,397
<OTHER-INCOME-NET> 17,620
<INCOME-BEFORE-INTEREST-EXPEN> 116,017
<TOTAL-INTEREST-EXPENSE> 56,111
<NET-INCOME> 59,906
9,106
<EARNINGS-AVAILABLE-FOR-COMM> 50,800
<COMMON-STOCK-DIVIDENDS> 40,300
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 141,280
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
GSU'S financial statements for the quarter ended June 30, 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000044570
<NAME> GULF STATES UTILITIES COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,660,175
<OTHER-PROPERTY-AND-INVEST> 61,676
<TOTAL-CURRENT-ASSETS> 746,692
<TOTAL-DEFERRED-CHARGES> 1,426,406
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,894,949
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,419
<RETAINED-EARNINGS> 296,400
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,562,874
92,687
136,444
<LONG-TERM-DEBT-NET> 2,300,795
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 70,425
0
<CAPITAL-LEASE-OBLIGATIONS> 104,959
<LEASES-CURRENT> 37,234
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,589,531
<TOT-CAPITALIZATION-AND-LIAB> 6,894,949
<GROSS-OPERATING-REVENUE> 878,955
<INCOME-TAX-EXPENSE> 22,978
<OTHER-OPERATING-EXPENSES> 719,828
<TOTAL-OPERATING-EXPENSES> 742,806
<OPERATING-INCOME-LOSS> 136,149
<OTHER-INCOME-NET> 9,098
<INCOME-BEFORE-INTEREST-EXPEN> 145,247
<TOTAL-INTEREST-EXPENSE> 98,259
<NET-INCOME> 46,988
15,016
<EARNINGS-AVAILABLE-FOR-COMM> 31,972
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 100,350
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
LP&L'S financial statements for the quarter ended June 30, 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000060527
<NAME> LOUISIANA POWER & LIGHT COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,546,072
<OTHER-PROPERTY-AND-INVEST> 67,608
<TOTAL-CURRENT-ASSETS> 346,414
<TOTAL-DEFERRED-CHARGES> 477,954
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,438,048
<COMMON> 1,088,900
<CAPITAL-SURPLUS-PAID-IN> (5,029)
<RETAINED-EARNINGS> 105,554
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,189,425
103,765
160,500
<LONG-TERM-DEBT-NET> 1,368,399
<SHORT-TERM-NOTES> 17,810
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 110,245
0
<CAPITAL-LEASE-OBLIGATIONS> 42,650
<LEASES-CURRENT> 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,417,254
<TOT-CAPITALIZATION-AND-LIAB> 4,438,048
<GROSS-OPERATING-REVENUE> 759,106
<INCOME-TAX-EXPENSE> 48,363
<OTHER-OPERATING-EXPENSES> 555,456
<TOTAL-OPERATING-EXPENSES> 603,819
<OPERATING-INCOME-LOSS> 155,287
<OTHER-INCOME-NET> 1,696
<INCOME-BEFORE-INTEREST-EXPEN> 156,983
<TOTAL-INTEREST-EXPENSE> 67,839
<NET-INCOME> 89,144
10,810
<EARNINGS-AVAILABLE-FOR-COMM> 78,334
<COMMON-STOCK-DIVIDENDS> 86,200
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 159,727
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
MP&L'S financial statements for the quarter ended June 30, 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000066901
<NAME> MISSISSIPPI POWER & LIGHT COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 975,964
<OTHER-PROPERTY-AND-INVEST> 11,150
<TOTAL-CURRENT-ASSETS> 304,315
<TOTAL-DEFERRED-CHARGES> 369,095
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,660,524
<COMMON> 199,326
<CAPITAL-SURPLUS-PAID-IN> (1,661)
<RETAINED-EARNINGS> 242,712
<TOTAL-COMMON-STOCKHOLDERS-EQ> 440,377
23,770
57,881
<LONG-TERM-DEBT-NET> 530,311
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 50,965
0
<CAPITAL-LEASE-OBLIGATIONS> 485
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 556,735
<TOT-CAPITALIZATION-AND-LIAB> 1,660,524
<GROSS-OPERATING-REVENUE> 433,634
<INCOME-TAX-EXPENSE> 14,094
<OTHER-OPERATING-EXPENSES> 364,478
<TOTAL-OPERATING-EXPENSES> 378,572
<OPERATING-INCOME-LOSS> 55,062
<OTHER-INCOME-NET> 1,057
<INCOME-BEFORE-INTEREST-EXPEN> 56,119
<TOTAL-INTEREST-EXPENSE> 25,767
<NET-INCOME> 30,352
3,251
<EARNINGS-AVAILABLE-FOR-COMM> 27,101
<COMMON-STOCK-DIVIDENDS> 16,400
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 74,755
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
NOPSI'S financial statements for the quarter ended June 30, 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000071508
<NAME> NEW ORLEANS PUBLIC SERVICE INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 279,442
<OTHER-PROPERTY-AND-INVEST> 3,259
<TOTAL-CURRENT-ASSETS> 142,856
<TOTAL-DEFERRED-CHARGES> 178,312
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 603,869
<COMMON> 33,744
<CAPITAL-SURPLUS-PAID-IN> 36,247
<RETAINED-EARNINGS> 87,302
<TOTAL-COMMON-STOCKHOLDERS-EQ> 157,293
1,950
19,780
<LONG-TERM-DEBT-NET> 155,935
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 38,250
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 230,661
<TOT-CAPITALIZATION-AND-LIAB> 603,869
<GROSS-OPERATING-REVENUE> 221,552
<INCOME-TAX-EXPENSE> 8,195
<OTHER-OPERATING-EXPENSES> 189,994
<TOTAL-OPERATING-EXPENSES> 198,189
<OPERATING-INCOME-LOSS> 23,363
<OTHER-INCOME-NET> 362
<INCOME-BEFORE-INTEREST-EXPEN> 23,725
<TOTAL-INTEREST-EXPENSE> 8,792
<NET-INCOME> 14,933
717
<EARNINGS-AVAILABLE-FOR-COMM> 14,216
<COMMON-STOCK-DIVIDENDS> 5,800
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 14,540
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
System Energy's financial statements for the quarter ended June 30,
1995 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000202584
<NAME> SYSTEM ENERGY RESOURCES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,728,146
<OTHER-PROPERTY-AND-INVEST> 36,621
<TOTAL-CURRENT-ASSETS> 229,309
<TOTAL-DEFERRED-CHARGES> 655,544
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,649,620
<COMMON> 789,350
<CAPITAL-SURPLUS-PAID-IN> 7
<RETAINED-EARNINGS> 84,448
<TOTAL-COMMON-STOCKHOLDERS-EQ> 873,805
0
0
<LONG-TERM-DEBT-NET> 1,439,526
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 105,000
0
<CAPITAL-LEASE-OBLIGATIONS> 61,395
<LEASES-CURRENT> 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,141,894
<TOT-CAPITALIZATION-AND-LIAB> 3,649,620
<GROSS-OPERATING-REVENUE> 310,296
<INCOME-TAX-EXPENSE> 38,719
<OTHER-OPERATING-EXPENSES> 150,215
<TOTAL-OPERATING-EXPENSES> 188,934
<OPERATING-INCOME-LOSS> 121,362
<OTHER-INCOME-NET> 3,826
<INCOME-BEFORE-INTEREST-EXPEN> 125,188
<TOTAL-INTEREST-EXPENSE> 78,821
<NET-INCOME> 46,367
0
<EARNINGS-AVAILABLE-FOR-COMM> 46,367
<COMMON-STOCK-DIVIDENDS> 47,600
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 51,403
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(a)
Arkansas Power and Light Company
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1990 1991 1992 1993 1994 1995
(In Thousands, Except for Ratios)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $132,607 $133,854 $120,317 $107,771 $101,439 $102,358
Interest on notes payable 1,027 -- 117 349 1,311 718
Amortization of expense and premium on debt-net(cr) 1,792 1,112 1,359 2,702 4,563 4,492
Other interest 1,567 1,303 2,308 8,769 3,501 5,831
Interest applicable to rentals 24,233 21,969 17,657 16,860 19,140 19,014
----------------------------------------------------------
Total fixed charges, as defined 161,226 158,238 141,758 136,451 129,954 132,413
Preferred dividends, as defined (a) 30,851 31,458 32,195 30,334 23,234 23,678
----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $192,077 $189,696 $173,953 $166,785 $153,188 $156,091
==========================================================
Earnings as defined:
Net Income $129,765 $143,451 $130,529 $205,297 $142,263 $134,018
Add:
Provision for income taxes:
Federal & State 50,921 44,418 57,089 58,162 83,300 80,503
Deferred - net 17,943 11,048 3,490 34,748 (17,939) (11,009)
Investment tax credit adjustment - net (12,022) (1,600) (9,989) (10,573) (36,141) (33,193)
Fixed charges as above 161,226 158,238 141,758 136,451 129,954 132,413
----------------------------------------------------------
Total earnings, as defined $347,833 $355,555 $322,877 $424,085 $301,437 $302,732
==========================================================
Ratio of earnings to fixed charges, as defined 2.16 2.25 2.28 3.11 2.32 2.29
==========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.81 1.87 1.86 2.54 1.97 1.94
==========================================================
------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(b)
Gulf States Utilities Company
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on mortgage bonds $218,462 $201,335 $197,218 $172,494 $167,082 $166,105
Interest on notes payable 24,295 8,446 - - 763 1,013
Interest on long-term debt - other 12,668 19,507 21,155 19,440 19,440 19,440
Other interest 18,380 29,169 26,564 10,561 7,957 4,564
Amortization of expense and premium on debt-net(cr) 2,192 1,999 3,479 8,104 8,892 8,746
Interest applicable to rentals 23,761 24,049 23,759 23,455 21,539 18,992
----------------------------------------------------------
Total fixed charges, as defined 299,758 284,505 272,175 234,054 225,673 218,860
Preferred dividends, as defined (a) 104,484 90,146 69,617 65,299 52,210 51,166
----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $404,242 $374,651 $341,792 $299,353 $277,883 $270,026
==========================================================
Earnings as defined:
Income (loss) from continuing operations before extraordinary items and
the cumulative effect of accounting changes ($36,399) $112,391 $139,413 $69,462 ($82,755) ($79,894)
Add:
Income Taxes (24,216) 48,250 55,860 58,016 (62,086) (56,719)
Fixed charges as above 299,758 284,505 272,175 234,054 225,673 218,860
----------------------------------------------------------
Total earnings, as defined $239,143 $445,146 $467,448 $361,532 $80,832 $82,247
==========================================================
Ratio of earnings to fixed charges, as defined 0.80 1.56 1.72 1.54 0.36 0.38
==========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 0.59 1.19 1.37 1.21 0.29 0.30
==========================================================
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
(b) Earnings for the year ended December 31, 1994 and 1990, for GSU were not
adequate to cover fixed charges by $144.8 million and $60.6 million,
respectively. Earnings for the years ended December 31, 1994 and 1990,
for GSU were not adequate to cover fixed charges and preferred dividends
by $197.1 million and $165.1 million, respectively. Earnings for the
twelve months ended June 30, 1995 for GSU were not adequate to cover fixed
charges by $136.6 million. Earnings for the twelve months ended June 30,
1995 for GSU were not adequate to cover fixed charges and preferred
dividends by $187.8 million.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(c)
Louisiana Power and Light Company
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $154,357 $158,816 $128,672 $124,633 $124,820 $124,984
Interest on notes payable 87 -- 150 898 1,948 1,597
Other interest charges 6,378 5,924 5,591 5,706 4,546 5,566
Amortization of expense and premium on debt - net(cr) 3,397 3,282 7,100 5,720 5,130 5,201
Interest applicable to rentals 12,906 11,381 9,363 8,519 8,332 10,399
----------------------------------------------------------
Total fixed charges, as defined 177,125 179,403 150,876 145,476 144,776 147,747
Preferred dividends, as defined (a) 42,365 41,212 42,026 40,779 29,171 28,448
----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $219,490 $220,615 $192,902 $186,255 $173,947 $176,195
==========================================================
Earnings as defined:
Net Income $155,049 $166,572 $182,989 $188,808 $213,839 $217,535
Add:
Provision for income taxes:
Federal and State 62,236 8,684 36,465 70,552 79,260 122,284
Deferred Federal and State - net (9,655) 67,792 51,889 43,017 21,580 (14,743)
Investment tax credit adjustment - net 26,646 8,244 (1,317) (2,756) (37,552) (37,017)
Fixed charges as above 177,125 179,403 150,876 145,476 144,776 147,747
----------------------------------------------------------
Total earnings, as defined $411,401 $430,695 $420,902 $445,097 $421,903 $435,806
==========================================================
Ratio of earnings to fixed charges, as defined 2.32 2.40 2.79 3.06 2.91 2.95
==========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.87 1.95 2.18 2.39 2.43 2.47
==========================================================
------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(d)
Mississippi Power and Light Company
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $63,975 $63,628 $60,709 $52,099 $46,081 $45,034
Interest on notes payable 1,512 953 36 7 1,348 797
Other interest charges 1,494 1,444 1,636 1,795 3,581 5,037
Amortization of expense and premium on debt-net(cr) 1,737 1,617 1,685 1,458 1,754 1,633
Interest applicable to rentals 596 574 521 1,264 1,716 2,270
---------------------------------------------------------
Total fixed charges, as defined 69,314 68,216 64,587 56,623 54,480 54,771
Preferred dividends, as defined (a) 17,584 14,962 12,823 12,990 9,447 8,638
---------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $86,898 $83,178 $77,410 $69,613 $63,927 $63,409
=========================================================
Earnings as defined:
Net Income $60,830 $63,088 $65,036 $101,743 $48,779 $51,229
Add:
Provision for income taxes:
Federal and State 4,027 (1,001) 4,463 54,418 46,884 49,264
Deferred Federal and State - net 35,721 32,491 20,430 539 (26,763) (26,792)
Investment tax credit adjustment - net (1,835) (1,634) (1,746) 1,036 (7,645) (7,525)
Fixed charges as above 69,314 68,216 64,587 56,623 54,480 54,771
----------------------------------------------------------
Total earnings, as defined $168,057 $161,160 $152,770 $214,359 $115,735 $120,947
==========================================================
Ratio of earnings to fixed charges, as defined 2.42 2.36 2.37 3.79 2.12 2.21
==========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.93 1.94 1.97 3.08 1.81 1.91
==========================================================
------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(e)
New Orleans Public Service Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on mortgage bonds $24,472 $23,865 $22,934 $19,478 $16,382 $15,461
Interest on notes payable -- -- -- -- 153 121
Other interest charges 831 793 1,714 1,016 1,027 1,432
Amortization of expense and premium on debt-net(cr) 579 565 576 598 710 694
Interest applicable to rentals 160 517 444 544 1,245 1,537
---------------------------------------------------------
Total fixed charges, as defined 26,042 25,740 25,668 21,636 19,517 19,245
Preferred dividends, as defined (a) 4,020 3,582 3,214 2,952 2,071 1,885
---------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $30,062 $29,322 $28,882 $24,588 $21,588 $21,130
=========================================================
Earnings as defined:
Net Income $27,542 $74,699 $26,424 $47,709 $13,211 $12,520
Add:
Provision for income taxes:
Federal and State 134 8,885 16,575 27,479 22,606 12,409
Deferred Federal and State - net 17,370 36,947 (340) 5,203 (15,674) (6,020)
Investment tax credit adjustment - net (75) (591) (170) (744) (2,332) (2,289)
Fixed charges as above 26,042 25,740 25,668 21,636 19,517 19,245
---------------------------------------------------------
Total earnings, as defined $71,013 $145,680 $68,157 $101,283 $37,328 $35,865
=========================================================
Ratio of earnings to fixed charges, as defined 2.73 5.66 2.66 4.68 1.91 1.86
=========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 2.36 4.97 2.36 4.12 1.73 1.70
=========================================================
------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
(b) Earnings for the twelve months ended December 31, 1991 include the $90
million effect of the 1991 NOPSI Settlement.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99 (f)
System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges
Twelve Months Ended
December 31, June 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $230,644 $218,538 $196,618 $184,818 $162,517 $153,191
Interest on notes payable 0 0 0 0 88 141
Amortization of expense and premium on debt-net 10,532 7,495 6,417 4,520 6,731 6,355
Interest applicable to rentals 13,830 10,007 6,265 6,790 7,546 5,889
Other interest charges 1,460 3,617 1,506 1,600 7,168 10,400
--------------------------------------------------------------
Total fixed charges, as defined $256,466 $239,657 $210,806 $197,728 $184,050 $175,976
==============================================================
Earnings as defined:
Net Income $168,677 $104,622 $130,141 $93,927 $5,407 $5,030
Add:
Provision for income taxes:
Federal and State 4,620 (26,848) 35,082 48,314 67,477 82,393
Deferred Federal and State - net 52,962 37,168 23,648 60,690 (27,374) (43,399)
Investment tax credit adjustment - net 56,320 63,256 30,123 (30,452) (3,265) (3,265)
Fixed charges as above 256,466 239,657 210,806 197,728 184,050 175,976
--------------------------------------------------------------
Total earnings, as defined $539,045 $417,855 $429,800 $370,207 $226,295 $216,735
==============================================================
Ratio of earnings to fixed charges, as defined 2.10 1.74 2.04 1.87 1.23 1.23
==============================================================
</TABLE>
Exhibit 99(i)
MISSISSIPPI POWER & LIGHT COMPANY
STATEMENT OF INCOME
Twelve Months Ended June 30, 1995
(In Thousands)
(Unaudited)
Operating Revenues: $864,315
--------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 163,488
Purchased power 240,149
Other operation and maintenance 151,893
Depreciation and amortization 37,570
Taxes other than income taxes 44,310
Income taxes 18,892
Amortization of rate deferrals 109,737
--------
Total 766,039
--------
Operating Income 98,276
--------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,167
Miscellaneous - net (512)
Income taxes 3,945
--------
Total 4,600
--------
Interest Charges:
Interest on long-term debt 46,666
Other interest - net 5,834
Allowance for borrowed funds used
during construction (853)
--------
Total 51,647
--------
Net Income 51,229
Preferred Stock Dividend Requirements and Other 6,845
--------
Earnings Applicable to Common Stock $44,384
========
Exhibit 99 (j)
SYSTEM ENERGY RESOURCES, INC.
STATEMENT OF INCOME
Twelve Months Ended June 30, 1995
(In Thousands)
(Unaudited)
Operating Revenues $486,193
--------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 39,782
Nuclear refueling outage expenses 21,286
Other operation and maintenance 97,915
Depreciation, amortization, and 97,827
decommissioning
Taxes other than income taxes 27,317
Income taxes 39,058
--------
Total 323,185
--------
Operating Income 163,008
--------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,488
Miscellaneous - net 5,528
Income taxes 3,341
--------
Total 10,357
--------
Interest Charges:
Interest on long-term debt 161,937
Other interest - net 8,150
Allowance for borrowed funds used
during construction (1,735)
--------
Total 168,352
--------
Net Income $5,013
========
Exhibit 99(m)
[LETTERHEAD OF CLARK, THOMAS & WINTERS]
August 7, 1995
Gulf States Utilities Company
639 Loyola Avenue
New Orleans, LA 70112
Attn: Scott Forbes
Re: SEC Form 10-Q of Gulf States Utilities Company (the
"Company") for the quarter ending June 30, 1995
Dear Mr. Forbes:
Our firm has rendered to the Company two opinion letters
dated September 30, 1992 and August 8, 1994, concerning
certain issues presented in the appeal of PUCT Docket No.
7195 now pending in the Texas Third District Court of
Appeals. In connection with the above-referenced Form 10-Q,
we confirm to you as of the date hereof that we continue to
hold the opinions set forth in the letter dated August 8,
1994 and in the September 30, 1992 letter which addressed the
recovery of $1.45 billion of abeyed construction costs.<FN1>
CLARK, THOMAS & WINTERS
A Professional Corporation
/s/ Clark, Thomas & Winters,
A Professional Corporation
_______________________________
<FN1> The opinion letters dated September 30, 1992 indicate that
the amount of River Bend plant costs held in abeyance was
$1.45 billion. The more correct amount, as indicated by the
Company in its securities filings to which those opinions
related, is $1.4 billion.
